Terms and conditions
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AGREEMENT
The terms and conditions contained in this Sales Order supersede all prior negotiations and terms and constitute the sole and exclusive agreement between Buyer and Seller pertaining to the Goods. Buyer is hereby notified that any additions, deletions or modifications by Buyer to this Sales Order are rejected in their entirety and shall not become part of the Sales Order. No prior course of dealing or trade usage shall affect this Sales Order or be admissible to modify or contradict the terms hereof.
ACCEPTANCE
This Sales Order is subject to the approval of Seller’s Credit Department.
PRICES
All prices are subject to change prior to shipment without notice to Buyer. Buyer will be billed by Seller at Seller’s prices in effect at the time of shipment. Seller reserves the right to correct the price on any Sales Order, delivery ticket, or quotation due to typographical or mathematical error.
DISCOUNTS
If so indicated in writing, a discount of the purchase price is allowed by Seller to Buyer if received on or before the tenth day following the date of Seller’s invoice. No discount is allowed if any earlier dated invoices have not been paid in full or on sales of used materials or on rentals. All invoices are due net 30 days from invoice date unless otherwise stated on the Sales Order.
PAYMENT
All sums owing by Buyer to Seller shall be payable at Seller’s offices. Late payments shall bear interest at the maximum rate permitted by law from their due date. Seller may, at any time, require payment in advance prior to shipping Goods or providing services to Buyer. Buyer’s statement of “payment in full” or any such similar statement or Seller’s endorsement on any check, draft or other method of payment or any acceptance of a payment accompanied by a letter from Buyer shall not be deemed an accord and satisfaction and Seller may accept and negotiate any such check, draft or other payment without prejudice to Seller’s right to demand and recover the balance of such amount actually otherwise due and owing.
SECURITY
To secure the payment of the Goods ordered hereby and any additional sums that Buyer may owe to Seller as a result of Buyer’s default hereunder, Buyer hereby grants to Seller a security interest, now existing and hereafter arising in the Goods ordered hereby and in all proceeds thereof. Upon Seller’s request, Buyer agrees it shall execute such financing statements as Seller may require pertaining to the security interest herein granted, and Seller shall have all of the rights of secured party under Article 9 of the Uniform Commercial Code.
DISCLAIMER OF WARRANTIES
THE GOODS ARE BEING SOLD BY SELLER WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE MERCHANTABILITY OF THE GOODS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE except Seller warrants, for a period of 90 days from the earlier of delivery to the point of destination or to Buyer’s truck, that the Goods shall conform to the description of the Sales Order subject to such manufacturing variations and tolerances as are recognized by industry practice. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION REPRESENTATION OR WARRANTY CONCERNING THE GOODS.
RIGHT TO INSPECT
Unless expressly stated otherwise in the Sales Order, Buyer shall have the right to promptly inspect Goods for conformity with the Sales Order. Buyer shall notify Seller promptly of all nonconforming Goods, and all Goods claimed to be defective shall be subject to inspection by Seller.
EXCLUSIVE REMEDIES
If any Goods furnished under this Contract fail to conform to the description on the Sales Order, Buyer’s sole and exclusive remedies shall be, at Seller’s option: (a) replacement of such non-conforming Goods; or (b) Seller’s refund or credit for such nonconforming Goods. Buyer shall not return any such non-conforming Goods or incur any shipping or other charges in respect of such Goods without Seller’s prior written consent. Upon Seller’s consent, Buyer shall pay all transportation charges associated with the return of such Goods to Seller.
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INDEMNITY
Buyer shall DEFEND, INDEMNIFY, and HOLD HARMLESS Seller from any claims, causes of action, damages, losses or expenses (including reasonable attorney’s fees) that Seller incurs as a result of any subsequent Buyer’s allegations against Seller for breach of express or implied warranty.
SHIPMENT RISK OF LOSS AND TITLE
Unless stated otherwise on the face of this Sales Order, shipment of the Goods to Buyer shall be on the basis of F.O.B., Seller’s point of shipment, and at Buyer’s risk of loss after acceptance for shipment by common carrier or Buyer’s truck.
TAXES
All taxes (other than income or excess profit taxes) which may be imposed by any taxing authority arising from the manufacture, sale, delivery or use of the Goods and for which Seller may be held responsible for collection or payment, either on its own behalf or that of Buyer, shall be paid by Buyer to Seller upon Seller’s demand.
CANCELLATION
Seller reserves the right to cancel all or any part of the undelivered portion of this order if Buyer fails to make timely payment for the Goods ordered hereby or under any other order between Seller and Buyer. Such cancellation shall be in addition to any other rights or remedies Seller has at law or in equity.
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ATTORNEY’S FEES
Buyer shall pay Seller reasonable attorney’s fees and all costs and expenses of collection should it become necessary for Seller to take action to collect any sums due from Buyer to Seller hereunder.
ASSIGNMENT
Buyer shall not in whole or in part, assign or transfer any interest herein or delegate any obligation hereunder without the prior written consent of Seller.
CHOICE OF LAW
This Sales Order shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws. Seller agrees to Harris County, Texas as venue for any dispute resolution proceeding.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIJMITATION, BODILY INJURY, PROPERTY DAMAGE, LOSS OF PROFITS OR LOSS OF ANTICIPATED BUSINESS, COST OF SUBSTITUTE GOODS, DOWNTIME COSTS, DELAYS, DEFAULTS OR CLAIMS OF CUSTOMERS OF BUYER OR OTHER THIRD PARTIES FOR SUCH OR OTHER DAMAGES) WHETHER BASED IN WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION AT LAW OR IN EQUITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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DELIVERY, TITLE AND RISK
Unless otherwise expressly provided in the Sales Order: (a) Goods shall be deemed to be delivered to Buyer when delivered to a carrier at the Seller facility specified in the Sales Order for shipment to Buyer or in the case of customer pickup orders, when Goods are made available to Buyer; (b) title to Goods shall pass to Buyer at the time of such delivery to Buyer; and (c) Buyer shall assume all risk of loss with respect to Goods from and after the time of such delivery including, without limitation, while Goods are in transit.
TIME OF SHIPMENT
The shipping dates quoted in the Sales Order are approximate only. Seller does not guarantee to ship in the time frame specified but will exercise all reasonable efforts to do so. If Seller is unable to ship Goods in accordance with the dates specified, Seller reserves the right to reasonably extend such dates upon giving notice to the Buyer. Seller may make partial shipments of Goods, unless otherwise specified in the Sales Order, and payment for any portion of Goods so shipped shall become due in accordance with the terms of payment set out below. Seller shall not be charged with any liability for delay or non-delivery of Goods due to any cause reasonably beyond Seller’s control.
ROUTING AND FREIGHT CHARGES
Unless otherwise expressly provided in the Sales Order, the purchase price includes freight charges to the shipping destination specified on the Sales Order, but any charges at the shipping destination for spotting, switching, unloading, storage or demurrage not separately identified in the Sales Order as being included in the purchase price shall be Buyer’s responsibility. Buyer agrees to pay any such charges at the shipping destination or, alternatively, to reimburse Seller upon demand for any such charges Seller is required to pay.
FORCE MAJEURE
If Seller’s performance of its obligations under this Sales Order is delayed or made impossible or commercially impractical due to any cause beyond Seller’s reasonable control (including without limitation, acts of God, compliance with government regulations, equipment failure, inability to obtain necessary materials or defects or delays in the performance of its suppliers), Seller shall have such additional time with which to perform this Contract as may be reasonably necessary under the circumstances. If Seller is unable to produce sufficient Goods to meet all demands from Customers and internal uses, Seller shall have the right to allocate Goods among its customers in any manner Seller may, in its sole discretion, determine to be equitable.
NO CLAIM AGAINST AFFILIATED COMPANIES
If Goods have been supplied by companies affiliated with Seller, Buyer agrees that (a) with the exception of this paragraph, there is no contractual relationship, express, implied or collateral, between any such affiliated company and Buyer; and (b) in respect of any non-conformance of or defect whatsoever in Goods, Buyer will rely upon its rights and remedies against Seller and shall not have any right or remedy against any such affiliated company.
WAIVERS AND SEVERANCE
No waiver of any provision of this Sales Order by Seller shall be binding unless given in writing and signed by an authorized officer or agent of Seller. The invalidity of any provision hereof shall not affect the validity of the remaining provisions or the Contract as a whole.
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COMPLIANCE WITH LAWS
Buyer warrants that no applicable laws or regulations shall be violated in the purchase or products contemplated hereunder. Without limitation to the generality of the foregoing, Buyer shall comply with all applicable laws and regulations regarding trade, import and export controls of all relevant jurisdictions. Buyer shall defend, indemnify and Hold Harmless Seller from and against any claims of any kind arising from allegations of Buyer’s failure to comply with applicable laws and regulations.

US law prohibits the export and re-export of Hamilton Metals, LLC. products and technologies to individuals or entities identified by the US government as restricted or prohibited. These individuals or entities are normally listed on one of the following lists: Specially Designated nationals List, Debarred list, Denied Parties List, Entity List and the Unverified List.

US law prohibits the export and re-export of Hamilton Metals, LLC. products and technologies to US embargoed/sanctioned countries.
 
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