TOLL FREE: 800-826-3370 Locations PRODUCTS INDUSTRIES KNOWLEDGE CENTER BLOG CONTACT TERMS AND CONDITIONS APPLICATION OF CONDITIONS. APPLICATION OF CONDITIONS. These terms and conditions of sale (these “Terms“) are the only terms that govern the sale of the goods identified on the Sales Order (“Products”) by Clinton Aluminum Distribution, Inc. (“Seller“) to the buyer named on the Sales Order (“Buyer“). The accompanying confirmation of sale from Seller and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. If notwithstanding the foregoing, Seller’s quotations for Products are deemed to be an offer, and Buyer’s order is deemed to be an acceptance of Seller’s offer, then acceptance of Seller’s offer is expressly limited to these Terms. Prices are subject to change without notice. All orders are accepted subject to Sellers price in effect at time of shipment, Seller reserves the rights to revise prices if there is a change in quantity, size, analysis, finish or method and time of shipment differing from those covered in the original order. Delivery; dates given are estimated and subject to change or cancellation and cannot be guaranteed. Seller shall not be liable for any delays in delivery or for any failure to deliver, and shall not otherwise be deemed to have defaulted or breached this Agreement, due to causes beyond Seller’s control, including, but not limited to, failure of Seller’s suppliers to deliver required materials, acts of God, war, civil commotion, riots, embargoes, domestic or foreign .governmental regulations :or orders, force .of the elements, strikes, labor disputes, machinery breakdowns, or shortages of or inability to obtain shipping space or transportation. Should any such event occur, Seller’s obligations hereunder are subject to cancellation and/or recession by Seller. Buyer shall make payment to Seller in the manner set forth herein. If in the judgment of Seller the creditworthiness of Buyer becomes impaired at any time or Seller otherwise becomes insecure, Seller shall have the right to require payment in advance before making any future shipments and Seller may, upon seven days written notice to Buyer, declare the unpaid purchase price of any Products shipped to Buyer to be immediately due and payable. Any payment for Products not made when due shall accrue interest at the rate of 18 percent per annum or at the highest interest rate permitted by applicable law, whichever rate is less. At Seller’s option, upon any breach or default by Buyer hereunder, Seller may declare any outstanding debt, obligation or liability of Buyer to Seller, under this Agreement or otherwise, to be immediately due and payable. Time is of the essence with respect to all payments due to Seller from Buyer hereunder, and, unless in each instance waived by Seller in writing, timely payment shall be a condition precedent to any subsequent deliveries of Products or other performance by Seller of its duties and obligations hereunder. WARRANTIES AND REMEDIES. Seller warrants to Buyer that the Products will be cut in accordance with the agreed upon dimensions, subject to commercially standard tolerances and mill standard manufacturing variations and practices (the “Product Warranty”). The Products are manufactured by third party steel mills. Therefore, other than the Product Warranty, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. The Seller shall not be liable for a breach of the Product Warranty unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within thirty days of the delivery of the Products to Buyer; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Products do not conform to the Product Warranty. Buyer’s sole and exclusive remedy for a breach of the Product Warranty shall be, at Seller’s option, the repair or replacement of the defective Products or a credit or refund the price of the defective Products at the pro rata contract rate, provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Products to Seller. The Product Warranty does not apply to any Product that has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller; or that has been reconstructed, repaired or altered by party other than Seller. LIMITATIONS OF LIABILITY. The following limitations of Seller’s liability are acknowledged by the parties to be fair and reasonable and shall apply to any act or omission hereunder, and to any breach of the Agreement: Disclaimer of Damages. In no event is Seller liable for consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues, or diminution in value, arising out of or relating to any breach of these Terms, whether or not the possibility of such damages has been disclosed in advance by Buyer or could have been reasonably foreseen by Buyer, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Buyer acknowledges that it alone has determined that the Products shall suitably meet the requirements of its intended function. It is expressly understood that any technical advice or recommended operating practices furnished by Seller with respect to the use of the Products is given without charge, and Seller assumes no obligation or liability for the advice or recommended operating practices given, or results obtained, alt such advice or recommended operating practices being given and accepted at Buyer’s risk. In no event shall Seller’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to Seller for the Products sold hereunder. Notice and Time of Claims. Every claim from any cause shall be deemed to have been waived by Buyer unless delivered to Seller in writing within one year after shipment by Seller of the Products to which such claim relates. No legal proceeding shall be brought for any breach of this Agreement more than one (1) year after the accrual of the cause of action therefore. REJECTION OF NON-CONFORMING PRODUCTS. Buyer shall inspect the Products within five days of receipt (“Inspection Period“). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Products, or (ii) credit or refund the price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to Buyer. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s sole and exclusive remedies for the delivery of Nonconforming Goods. RESALE OF GOODS. Seller’s Product Warranty is made only to Buyer. Seller makes no warranties to Buyer’s customer or any other person. In the event of the resale or transfer of any of the Products sold hereunder, in whatever form. Buyer shall have no authority to make, nor will Buyer make any warranty or representation to Buyer’s customer or any other person on behalf of Seller. CHANGES AND CANCELLATIONS. Should Buyer desire to cancel, revise or suspend this order for reasons beyond Buyer’s control, Seller shall discuss the matter promptly with Buyer and the parties shall do all possible to make a mutually satisfactory agreement. In cases where Products have been manufactured partially or completely for Buyer’s requirement and the mill is unable to cancel, Buyer will be informed of charges incurred to Buyer’s account and Buyer hereby agrees to pay such changes promptly. INDEMNIFICATION. Buyer shall indemnify, defend and hold harmless Seller against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, costs, or expenses of whatever kind, including attorneys’ fees, asserted against or incurred by Seller and arising out of or resulting from Buyer’s acts or omissions. LAW; JURISDICTION. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio] without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. It is hereby irrevocably agreed that all actions, suits or proceedings between Seller and Buyer arising out of, in connection with or relating to this Agreement or the interpretation, performance or breach of this Agreement shall be litigated in the State or Federal Courts in Summit County, Ohio, except that Seller may institute and prosecute to judgment in any court of competent jurisdiction an action, suit or proceeding to collect any monies due to Seller from Buyer, and Buyer shall reimburse Seller for all costs and expenses (including attorney’s fees) incurred by Seller in so doing. Buyer irrevocably and unconditionally submits to the exclusive jurisdiction of such courts, waives the right to transfer or change the venue of any action commenced in any such courts. ENTIRE AGREEMENT. This Agreement may not be altered, modified or waived orally or by course of performance, course of dealing or usage of trade. CONTACT INFORMATION ADDRESS: Clinton Aluminum, Inc. 2811 Eastern Road Norton, OH 44203 PHONE: 330-882-6743 EMAIL: info@clintalum.com PRODUCT CATEGORIES Aluminum Stainless Steel Other Metals POPULAR RESOURCES Application for Employment Certifications Equipment Terms And Conditions Working With Clinton RECENT POSTS Cold Spray Process for Repair of Aluminum Parts Impact Extrusion Process Duplex Stainless Steels RECENT NEWS Clinton Contributes To Aluminum Welding Article in MoldMaking Technology Wayne State Warrior race team – Future Engineers! Linear Mold Story In Manufacturing Today © 2021 Copyright. Clinton Aluminum | All rights reserved. Sitemap | Careers | SEO & Internet Marketing from Mike Munter | Web Design by Simple SEO Group