STANDARD TERMS AND CONDITIONS
- BACKGROUND
These Standard Terms and Conditions (this “Agreement”) are acknowledged and agreed upon as of the date set forth below Buyer’s signature (the “Effective Date”) by Reynolds Services, Inc. (“RSI”) and Buyer as those terms are defined below.
Reynolds Services, Inc., and its subsidiaries provide a variety of tin mill products, tinplate, specialty metals, and various other flat rolled steel products (hereinafter, the “Goods”). For purposes of this Agreement, the term “RSI” shall mean and refer to RSI, whether such seller is Reynolds Services, Inc., RSI TinStar, Select Metal Litho, the Meridian Design Studio, LLC, or any one or all of the foregoing.
During the Term (as hereinafter defined) of this Agreement, this Agreement shall govern the sale of Goods by RSI to Buyer and the terms and conditions set forth in this Agreement shall be binding upon the parties.
- CONTROLLING TERMS AND CONDITIONS
This Agreement and its terms and conditions, constitute the entire agreement between the parties with respect to the sale, from time to time, of Goods by RSI to Buyer, except for matters involving quantity, price, specifications, or delivery terms, which will be agreed to in the manner provided below. Without limiting the foregoing, (i) the terms and conditions of this Agreement shall control in the event of any conflicting or inconsistent terms and conditions in a Purchase Order, and (ii) Buyer agrees that RSI will be selling Goods to Buyer based on and in reliance upon Buyer’s agreement that Buyer assents to all of the terms and conditions set forth herein
- PRICES
The price for Goods shall be as reflected in and agreed to by the parties; provided, however, RSI has the right to adjust prices based on shortage of raw materials. If transportation charges are included in the prices, any changes in transportation charges shall be to Buyer’s account. Unless otherwise stated herein, RSI shall not be responsible for switching, handling, loading, sorting, storage, demurrage, or any other transportation or peripheral charges. All prices shall be quoted in and all amounts payable in U.S. Dollars.
- PAYMENT
Subject to the provisions of Section 5 below, Buyer shall pay the net invoice amount in full within thirty (30) days from the date of invoice. Buyer agrees to pay interest on any and all amounts not paid within thirty (30) days at the rate of eight percent (8%) per annum. If RSI shall, in its sole discretion, deem itself to be insecure regarding Buyer’s ability to fulfill the terms of payment, RSI may modify the credit terms herein, including partial or full payment in advance of delivery.
A change order will be required if Buyer makes revisions that require additional engineering, material, and/or labor.
Buyer shall pay the amount of any sales, use, compensating, intangibles, gross income or the like tax, import duties, export duties, and/or similar charges levied by any governmental authority in connection with the order.
Due to the volatility in material prices, surcharges, and material availability, it will be necessary to confirm price and delivery at the time of order. Our quotation is based on material prices at the time of quotation issuances and is subject to increases passed on from mills at the time of order placement and subject to prior sale.
- SHIPMENT/FREIGHT
Terms are (i) F.O.B. RSI’s place of business, (ii) F.O.B. loaded barge or (iii) F.O.B. outside processing facility, as may be designated by RSI, and Buyer shall pay all shipping costs. Title and risk of loss pass to Buyer after RSI delivers Goods to the carrier. Any claims for damages incurred during shipping shall be made by Buyer to the carrier.
- INSPECTION
Buyer shall promptly inspect the Goods upon delivery. If, upon receipt, Goods appear not to conform to the contract, Buyer shall immediately notify RSI of such condition and afford RSI a reasonable opportunity to inspect the Goods. No Goods may be returned by Buyer without RSI’s prior written consent. Customer inspection of material is expected for each incoming load and should be complete prior to unloading.
Obvious damage and wet package conditions must be noted upon receipt of delivery. Metal should not be unwrapped until it reaches ambient or room temperature, typically 48-72 hours post receipt. Packages should always be stored fully wrapped until being used for production. Customer representative must notify RSI representative of all problem conditions as soon observed and hold material for inspection. Transit claims will be declined if proper exception is not taken with 10 days of receipt.
- FORCE MAJEURE
RSI shall not be liable to Buyer for any loss , damage, or delay suffered by the Buyer, directly or indirectly, where such failure or delay is caused by labor troubles (including, without limitation, strikes, slowdowns, or lock outs), civil disturbance, Government regulations, inability to obtain or revocation of export or import license, interruptions or delay in transportation, material charges, fire, flood, acts of God, power failures, accidents, war, riot, embargoes, acts of military authorities, quarantine, pandemic, or any other circumstance or cause out of RSI’s control.
- CLAIMS
Any claims for shortages, damaged products, or nonconformance of products with the order must be made, in writing, within ten (10) days after receipt of a shipment and RSI must be afforded a reasonable opportunity to investigate.
- WARRANTY/DISCLAIMER
RSI warrants that the products of RSI’s own manufacture supply hereunder will be of the kind and quality specified on the face hereof and that the products are free from defects and material and workmanship under normal and proper operating conditions and service for a period of six (6) months from the date of shipment, unless otherwise specified on acknowledgements, quotations, packing slips, or invoices. Defective products may be replaced or repaired at RSI’s option and RSI shall not be liable for any other loss, damage, or expense, including consequential damages to persons, property or business directly or indirectly arising from the conditions or use of the products for any other cause, including any repairs or alterations made by an unauthorized contractor, the exclusive remedy against RSI being to require the replacement or repair of defective products. Products made by other manufacturers are warranted only to the extent of the original manufacturer’s warranty to RSI.
THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIES, ORAL, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF BUYER’S REMEDIES
For a period of six (6) months from the date of shipment, defective products will be replaced, repaired, or the purchase price refunded at RSI’s sole option, but RSI shall not be liable for any other loss, damage, or expense, including incidental and consequential damages, to persons, property or business, directly or indirectly, arising from the condition or use of the products or from any other cause, the exclusive remedy against RSI being to require at RSI’s option, the replacement, repair, or refund of the purchase price of a defective product.
- ACCEPTANCE
Notwithstanding any different or additional terms and conditions that may be embodied in Buyer’s order, such order is accepted only on the condition that Buyer assents to the terms and conditions contained herein. The failure of the Buyer to object hereto in writing shall constitute assent hereto. All sales, contracts, and orders become effective only when approved by RSI at its home office in Greenville, Pennsylvania.
- SUSPENSION
Any customer suspension will add to the quoted delivery time. Factors that will be considered in re-calculating a new delivery date will include the length and severity of the customer delay as well as the shop production schedule of RSI. All raw material and subcontracting costs to date are due immediately on a cost plus 20% basis. All labor will be due immediately. Any and all associated fees or interests costs will be due immediately (i.e. delay in payment for material or labor). All ongoing and future associated fees or interests costs and warehousing fees will be charged and due on a monthly basis.
RSI, at its sole discretion may charge a warehousing fee of a $1,000 per month per order for orders delayed over three weeks.
- TERMINATION
All material and subcontracting costs to date are due immediately on a cost plus 20% basis. All labor will be due immediately. Any and all associated fees or interest costs will be due immediately (i.e. delay in payment for material or labor).
- GOVERNING LAW
This transaction shall be governed by, interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania. Any action in regard to this transaction or arising out of its terms and conditions shall be instigated and litigated in the Court of Common Pleas of Mercer County in the Commonwealth of Pennsylvania, and in no other. In accordance, the parties to this transaction submit to the jurisdiction of the Court of Common Pleas of Mercer County in the Commonwealth of Pennsylvania.