Terms and Conditions
Unless otherwise agreed to by Continental Steel and Tube Co. (CS&T) in writing, all amounts
payable hereunder shall be due to CS&T within the period of time mutually agreed by and between CS&T and
its Customer, time being of the essence. Late payments shall bear interest at the rate of 18% per annum or
the highest rate permitted by law; whichever is less. Unless otherwise stipulated, customer shall pay all
expenses including taxes, insurance, freight, carriage, and warehousing if applicable.
2. TAXES AND PRICING.
All prices quoted are subject to change without notice and are exclusive of taxes.
Customer is responsible to pay all taxes resulting from transactions, including without limitation occupation,
property, excise, sales, or use tax, but excluding any taxes due on the income of CS&T. If the shipment is
delayed by thirty (30) days or more beyond the scheduled shipment date and such delay is caused in whole or
in part by circumstances beyond the reasonable control of CS&T as provided in paragraph 10, the purchase
price including applicable taxes, shall be subject to increase based on CS&T’s established price on the actual
date of the shipment.
(a) The scheduled shipment date is an estimate only. On or after the scheduled shipment date, customer
shall accept shipment upon notification by CS&T. If the customer refuses the shipment, CS&T is authorized to:
(1) Ship the goods and arrange to have the cargo warehoused at a facility chosen by CS&T at its sole
discretion at the customer’s expense and risk. This event shall constitute delivery to the Customer
and CS&T may declare all amounts due upon shipment as immediately due, or, if any amounts are
financed by CS&T, CS&T may declare all amounts due upon shipment as immediately due for
payment, or, if, any amounts are financed by CS&T, CS&T may declare the monthly installment
payments to commence thirty (30) days from the date of such shipment to the warehouse or
(2) At CS&T’s sole discretion, CS&T may defer the shipment or
(3) CS&T may make partial shipments hereunder and may invoice for each such partial shipment
separately. Each partial shipment will be deemed to be a separate sale. However a delay in delivery
of any partial shipment will not relieve Customer of its obligation to accept delivery of remaining
shipments. CS&T’s shipping weights will govern for each shipment or partial shipment. Should
Customer dispute the shipping weight of any shipment or partial shipment, the Customer will
promptly notify CS&T in writing and provide certifiable documentation in the form of light and heavy
truck scale tickets from a certified public scale to substantiate their weight difference dispute.
4. SHIPPING WEIGHT TOLERANCES.
The goods sold are subject to CS&T’s shipping weight tolerances of
5. TITLE/RISK OF LOSS/INSURANCE.
If the goods are sold to the Customer on an FOB shipping point
basis, the title to and risk of loss of the goods shall pass from CS&T to the Customer when the goods or
component parts are placed in the possession of the carrier for shipment to the Customer. Customer shall
provide insurance to be for no less than the total amount owing to Continental Steel and Tube Co. with loss
first payable to CS&T.
6. ACCEPTANCE OF GOODS.
Customer agrees to inspect or test all goods upon receipt. Customer shall be
deemed to have affected final acceptance of the good within fifteen (15) days from the date of the shipment
unless written notice is received by CS&T within such period.
(a) CS&T warrants that title to the goods sold shall be free from any encumbrance and will conform to
the description contained on CS&T’s invoice;
b) CS&T SEPCIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. THERE ARE NO REPRESENTATIONS OR WARRANTIES EXCEPT AS
PROVIDED IN WRITING AND SIGNED BY AN AUTHOURIZED OFFICER OF CS&T.
(c) The Customer is responsible for the designation and selection of product sold by CS&T. Customer
shall hold CS&T harmless and indemnify and defend CS&T – including its affiliates, assigns,
directors, officers, employers, agents, and representatives – for any claims arising out of or relating
to the design, specification, or use of product(s) sold by CS&T to the Customer.
CS&T’s sole responsibility and liability and the Customer’s exclusive remedy under this agreement
shall be limited to the repair or replacement of goods (f.o.b. CS&T’s shipping point) not conforming to the
warranty, or, at CS&T’s option, to the return of the goods and refund of moneys paid thereon, without
interest, provided Customer is not in default hereunder. IN NO EVENT SHALL CS&T BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ATTORNEYS’ FEES. CS&T’s obligation
hereunder is subject to receipt of written notice of rejection from Customer within thirty (30) days after
shipment of goods.
Returned goods will be accepted only if CS&T has given prior written consent. Handling,
inspection, restocking, and invoicing charge also may be assessed against Customer. All returns allowed must
be shipped at Customer’s expense and must be in excellent resale condition. Material that has been altered
from its original condition in any way is not returnable.
10. DELAY OR NONPERFORMANCE.
CS&T. shall not be liable for failure or delay in performance hereunder
due in whole or in part to strikes, work stoppages, fires, acts of terrorism, accidents, wars, rebellions, civil
commotion, public strife, acts of any government, whether legal or otherwise, acts of public enemies, forces
majeure, or qualified labor, or any other causes beyond CS&T’s reasonable control. This specifically includes
delays or inability to obtain product because of the actions of CS&T’s suppliers.
In the event of Customer’s refusal to accept shipment or other default, CS&T, at its sole discretion
and option, shall be entitled to retain all money paid by Customer on account as liquidated damages. If
Customer fails to make any payments when due, or if there is a breach of any covenant or agreement by
Customer, or if CS&T deems itself insecure, then Customer shall be deemed in default and CS&T shall have, at
its option, the right to take immediate possession of the goods and/or declare all unpaid amounts immediately
due and payable and/or suspend shipments to Customer. CS&T shall be entitled to set off any amount owed
by Customer or any of Customer’s related entitles against any amount payable to CS&T in connection with any
unpaid moneys due to CS&T. CS&T shall have all the rights and remedies of a secured party under the
Uniform Commercial Code in addition to all other rights as established herein, which rights and remedies shall
be cumulative. Waiver by CS&T of any breach or default shall not constitute a waiver of any subsequent
breach or default.
(a) Any equipment including jigs, dies, and tools, which CS&T acquires for use exclusively in the
production of goods for Customer will be and remain CS&T’s possession and control and any
changes by CS&T are permissible.
(b) Any material or equipment owned or furnished by Customer to CS&T will be carefully handled and
stored by CS&T while in CS&T’s possession. When for eighteen (18) consecutive months no orders
acceptable to CS&T are received from Customer for goods to be made from any such equipment or
materials, CS&T may, by written notice to Customer, request Customer to make disposition thereof
at Customer’s expense. If Customer fails to comply with such notice, CS&T may make such use or
disposition of said material or equipment as it desires, without liability or obligation to Customer.
Upon receipt of written notice from Customer, CS&T shall cancel any orders as instructed,
subject to CS&T’s (or its subcontractors) right to continue processing raw or finished material to the point at
which processing can be halted with the least disruption and cost to CS&T. Customer shall be responsible for
all costs associated with the cancellation and completion of processing of material.
These Terms and Conditions shall be deemed binding on Customer by its purchase of
products from CS&T. These Terms and Conditions may only be modified if in writing and signed by an
authorized officer of CS&T. Each of these terms and conditions shall remain in effect unless the provision(s)
are explicitly contradicted by the aforesaid writing. If Customer submits a form with contrary terms or
conditions, such form shall be considered as confirmation only and in no way amend, prevail over,
supplement, or supersede any provision herein.
5. GENERAL. CS&T may assign its rights and obligations under these Terms and Conditions. If Customer
changes its corporate status, both Customer and its successors continue to be bound by these Terms and
Conditions of Sale but CS&T reserves its rights under paragraph 11. No prior representation, affirmation, or
agreement shall be enforceable unless set forth herein.
16. NUCLEAR USE.
The products covered by these Terms and Conditions and sold by CS&T are not intended for
application in connection with the use or handling of nuclear material or the construction or operation of a
nuclear installation. Customer shall not use these products for such purposes, or permit others to use these
products for such purposes unless an authorized officer of CS&T agrees to such use in writing. If any such
use occurs without CS&T’s written agreement, CS&T disclaims all liability for any nuclear or other damages, in
injury or contamination, and Customer shall protect, defend and indemnify CS&T’s directors, officers,
employees, agents, and representatives of CS&T and its affiliates from and against any and all claims, losses,
damages, costs, actions, judgments, expenses and liability of every kind and nature whatsoever – including,
without limitation, attorney’s fees and costs and expenses of defense – which, either directly or indirectly, are
in any way connected with, arise out of or result from such us.
17. DISPUTE RESOLUTION/GOVERNING LAW.
Any and all disputes between CS&T and Customer shall be
determined subject to Florida’s law and its state or federal courts shall have exclusive jurisdiction. The parties
hereby agree to the personal jurisdiction of the Florida courts, and that attorney’s fees and costs shall be
awarded to the prevailing party in any litigation. Customer must institute any action against CS&T within one
year after Customer’s claim arises, or such claim shall be barred notwithstanding any statutory limitations to