ACKNOWLEDGMENT OF CUSTOMER ORDER. Combined Metals of Chicago (“CMC”) acknowledges receipt and thanks you for your order. If this Order Verification Form (“Sales Order”) does not correctly state your order please advise us at once of any discrepancy, referring to our order number as indicated on reverse side CMC will proceed to execute your order expressly conditioned upon your assent to and acceptance of the terms and conditions of this Sales Order as provided below. All terms and conditions of this Sales Order constitute the entire agreement between you and CMC for the good set forth in this Sales Order. No representation or statement not expressly contained in this Sales Order shall be binding upon CMC.
TERMS AND CONDITIONS
1.Your Acceptance of this Order Verification Form. Your acceptance of this Order Verification Form (“Sales Order”) and assent to its terms and conditions are expressly limited to the terms of the Sales Order. Your order shall not be effective without such acceptance and assent, which shall be deemed given upon acceptance of the goods shipped hereunder, whichever is sooner. Any objections to the terms or conditions of this Sales Order must be in writing, and will be deemed to be a rejection of the Sales Order and cancellation of your order if their adoption would materially alter the terms or conditions of this Sales Order, CMC will proceed to complete its performance under
the terms and conditions of this Sales Order.
2. Price Quotations. The prices quoted on this Sales Order are firm, subject to any surcharge for materials. Price is subject to change without notice for any delays caused by you as buyer or beyond the control of CMC. All prices quoted are based on existing freight rates and transportation charges. Should any increase or decrease in freight rates or transportation charges occur, such increase or decrease shall be for your account. CMC shall not be responsible for spotting, switching or drayage charges at destination. Any excises, levies or taxes which CMC may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing use, consumption, or transportation of any of the material covered hereby, shall be or your account, and that
you agree to pay the amount thereof to CMC.
3. Time of Deliveries. Deliveries shall be subject to and contingent upon, strikes, labor difficulties, riot, war, delay or defaults of common carriers, failure of curtailment of CMC’s reasonable control. CMC shall not be liable for any loss or damage arising there from, including, but not limited to general, special or consequential damages. CMC shall have the additional right, in the event of the happening of any of the above contingencies, at its option to cancel this order or any part thereof without any resulting liability. ln the event CMC, by its acts or omissions causes a delay, CMC shall not be liable for any consequential damages, and its liability shall not exceed the purchase price of the material purchased here under.
4. Terms and Credit. Terms are net cash 30 days with no discount all invoices unpaid at the expiration of the period of thirty (30) days from date of invoice shall bear interest at the rate of eighteen (18) percent per annum. Shipments and deliveries shall be subject to approval by CMC’s credit department. lf you fail to fulfill the terms of payment by any form of anticipatory breach, or by failing to make any payment when due, or by defaulting under any other obligation, or in the event you institute any form of bankruptcy proceeding, voluntarily dissolve or liquidate or are placed under the control of a trustee receiver, or liquidator or otherwise become insolvent, or make an arrangement of liquidation or assignment or composition for the benefit of creditors, CMC may defer further shipments or may at its option, cancel any unshipped balance. CMC reserves the right, prior to making any shipment and during transit, to require from you satisfactory assurances or security for performance of your obligations or to require payment C.O.D., or other alternate payment terms.
5. Claims. Customers are required to run 10% of a skid coil prior to submitting a claim, all claims must be submitted in writing with a supporting sample and photo of the defect. CMC will not honor claims more than 6 months after the ship date. CMC will not honor claims for rejections less than 2% of the skid weight. CMC will not accept customer debits without written authorization from CMC Technical Service.
6. CMC’S Limited Warranty. CMC provides the following limited warranty: CMC agrees to replace material found defective for failure to meet CMC’s standard manufacturing practices and CMC’s standard tolerance for variations. No claim for allowance will be accepted unless notice of such claim is received within 90 days after receipt of material. CMC’s obligation shall be limited to replacement of defective material, or at CMC’s option, to adjust matter fairly and promptly. ln no event shall CMC’s be liable for general damages, consequential or special damages or for transportation, installation, adjustment or other expenses which may arise in connection with such material. In no event shall CMC’s liability exceed the purchase price of the material. Material claimed to be deflective shall not be restored without CMC’s authorization. This warranty is expressly made in lieu of any and all other warranties, expressed or implied, including, but not limited to, any warranties respecting workmanship, materials, merchantability or fitness for use.
7. Toll Process Orders Tolling is done on a best effort basis; claims will be evaluated and accepted solely at CMC’s discretion. All claims must be submitted in writing with a supporting sample and photo of the defect. CMC will not accept customer debits without written authorization from CMC Technical Service. For Toll process orders, CMC provides the following limited warranty: CMC agrees to refund processing cost if CMC agrees customer material was damaged by a failure to meet CMC’s standard manufacturing practices and CMC’s standard tolerance for variations.
8. Inspection Prior to Shipment. ln the event you request inspection prior to Shipment, such inspection and your resulting acceptance must be made before shipment. Any charges for inspection, analysis, or tests by any outside agency shall be paid by you. Such inspection shall be final and conclusive of CMC’s full performance and the acceptability of the good under this Sales Order.
9. Title and Risks of Loss. Unless otherwise specified, all shipments will be made F.O.B. the CMC factory, and CMC will select the carrier. Title to you as buyer will pass upon delivery by CMC to the carrier, at which time you will become responsible for risk of loss. The method and route of shipment are at CMC’s discretion unless you as the buyer supply CMC explicit instructions in writing as to the same. Products that is otherwise ready for Shipment, but which are at your request stored or held for you by CMC, shall or held at your risk and expense.
10. Cancellations Amendments. CMC shall not be obligated to accept cancellation of any order following your acceptance of this Sales Order. However CMC may at its option, accept cancellation of any such order, provided you as buyer shall be liable for any expenses incurred or loss suffered by CMC in conversion and sale of such material to other specifications. No cancellation, amendment or other modification to this Sales Order, including, but not limited to, any change of materials or specifications in your order shall be made except by mutual agreement in Writing signed by both an authorized representative of CMC and by an authorized representative of your purchasing department.
11. Arbitration. Any controversy dispute or claim arising out of the interpretation performance or breach of this Sales Order shall be resolved by binding arbitration, by the initiations of either party, in accordance with the rules of the American Arbitration Association. The arbitrator or arbitrators shall apply Illinois substantive law and the Illinois Evidence Code in the conduct of the proceeding. The parties shall endeavor to select an arbitrator from the American Arbitrator Association panel who is technically knowledgeable concerned the subject matter of this Sales Order; however, such selection shall not remedies as provided by Illinois law. The parties agree that venue for any legal action arbitration proceeding or other legal proceedings hereunder shall be Hampshire, Illinois. The parties agreed pursuant to provisions of Code of Civil Procedure that discovery may be conducted under the provisions of Code of Civil Procedure.
12. Attorney’s Fees. ln the event legal action, arbitration or other legal proceeding is instituted relating to or arising out of this Sales Order, the prevailing party hereto shall be entitled to reasonable attorney’s fees apart from any other remedy available, if CMC becomes a party to or deponent in any litigation concerning this Sales Order by reason of any act or omission on your part you as buyer shall be liable to CMC for the reasonable attorney’s fees and expenses and court costs incurred by it in the proceeding.
13. Indemnity. You as buyer agree to defend, indemnify, and hold CMC harmless of and from any and all damages, liabilities, claims, or causes of action arising out of your design, use, sale, assignment, transfer or other disposition of the good sold here under.
14. Wavier. The failure at CMC to exercise any right provided herein or to require your performance of any provision hereof shall not be construed as a waiver of such right or provision or of any other provisions of this Sales Order.