East River Metals, Inc. and Custom Manufacturing Services, Inc. Terms and Conditions of Sale
1. GENERAL. (a) These terms and conditions and those in that may be included in our Quotation or on the face hereof contain the entire agreement between the parties in connection with the products sold to Buyer (the “Products”). (b) Acceptance of our quotation and issuance of a purchase order, or delivery of or payment for Products shall be conclusive evidence of Buyer’s agreement to these terms and conditions (the “Contract”). (c) References to Products, where applicable, include their packaging (d) No prior or subsequent document, purchase order, or conduct of or from Buyer shall modify the Contract, except for any agreement reduced to writing and properly signed by authorized representatives of the parties. In the event that such written agreement expires, these terms and conditions replace any other agreement and/or terms and conditions.
2. DELIVERY. Unless otherwise agreed upon in writing by Seller: (a) Shipping and delivery dates are given in good faith, but are not guaranteed. (b) Buyer is responsible for all costs relating to failure to accept Product delivery. (c) Delivery will be made F.O.B. point of shipping. (d) All risk of loss shall pass to Buyer upon delivery of the Products by Seller to a carrier. (e) Method of transportation will be selected by Seller. (f) Seller reserves the right to ship collect. (g) Seller’s receipt from the carrier shall be conclusive evidence of delivery, (h) any special packaging requirements will incur an additional charge. (i) Weight or quantity stated on Seller’s carrier’s receipt shall be conclusive evidence of the amount delivered. (j) Except as provided in Sections 3(b) and 7(a), each delivery shall be a separate contract. (k) Partial deliveries are permitted. (l) Failure to make any particular delivery shall not affect remaining deliveries. (m) Buyer shall promptly supply all information and assistance required for Seller to execute Buyer’s order. (n) Seller is not responsible for goods shipped but damaged or not delivered by carrier. Seller will assist with freight claim filing, where appropriate, but buyer accepts responsibility for product once loaded at seller’s place of business. In the event that a freight claim will be successful and proceeds of such claim are made payable to seller, seller will turn over proceeds to buyer but buyer will be responsible for original invoice at original price and quantity. In the event the buyer does not want to accept this risk, insurance may be purchased by chosen carrier to cover this loss for either collect shipments or prepay and add, as directed by the buyer.
3. PRICE AND PAYMENT. (a) Due to volatile commodity price fluctuations pricing is only guaranteed to be firm for 30 days after quote date. All accounts are payable in full Net 30 days from date of invoice in U.S. funds, free of exchange, and without any collection or other charges, discounts, set–off, or abatement. Where price for Products includes delivery costs, any increase in such delivery costs shall be for Buyer’s account. Buyer agrees to pay Seller such increases. (b) Any taxes, duties, levies or other charges now or hereafter imposed directly or indirectly on Seller or required to be collected directly or indirectly by Seller by any taxing authority in connection with the sale, delivery, use or consumption of the Products; including without limitation, any sale, documentary, use, excise, purchase, turnover and import taxes, consular fees and customs duties shall be for the account of Buyer, and Buyer shall on demand forthwith pay to Seller any such tax, duty, levy or charge. (c) Credit terms, if any, both as to time and amount, may be limited, revoked, or modified by Seller at any time without prior notice. In circumstances described in Section 8(a), all unp