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The following terms and conditions shall govern all orders and purchases of goods and products from Metal Market Specialist Inc. (“Metal Market Specialist”).

1. Standards

Metal Market Specialist follows the industry standards for the Technical Delivery Conditions of stainless steel products under ASTM specification (A480), and the applicable standard to austenitic stainless steels in sheet sizes 84” to 120” and within the gauge range of 24g to 14g.

2. Non-standard requirements

  1. Non-standard requirements are available upon request including a cut to length service or tighter tolerances. Unless otherwise agreed to by Metal Market Specialist in writing, the goods shall be supplied in accordance with Metal Market Specialist’s standard tolerances which are detailed herein and which are available upon request.
  2. Wider tolerances may be applicable for any goods supplied outside the parameters stated in paragraph 1, including, without limitation, ferritic and duplex grades of stainless steels, metals other than stainless steel, gauges over 14g and under 24g, lengths less than 84”, lengths over 120”, other specific cut to length requirements and coil material.
  3. Metal Market Specialist may and reserves the right to issue in writing specific tolerances governing the supply of materials and goods for a particular order, and such tolerances shall govern and supersede the standard manufacturing parameters.
  4. Minimum order quantities may apply for orders requiring non-standard tolerances and cuts.

3. Grades of stainless steel and other metals

  1. There are a number of grades of stainless steel available for supply. The most commonly used are the austenitic grades of AISI 304 / EN 1.4301 and AISI 316 / EN 1.4401. The tolerances stated herein apply to those grades as the standard format of supply.
  2. Other grades of stainless steel include AISI 430 / EN 1.4016 and other ferritic and duplex options. These grades of stainless steels do not have the same appearance and tolerances as the austenitic grades of AISI 304 / EN 1.4301 and AISI 316 / EN 1.4401, and will require different tolerances to be agreed with any order.
  3. Other metals including aluminium and galvanised steels can require different manufacturing tolerances to those stated herein.

4. Samples

  1. Samples supplied by Metal Market Specialist are for promotional purposes only, and are not to be used as a guarantee, target or control materials for goods supplied.
  2. If control samples are required, Metal Market Specialist must be notified of all requirements and agree, in writing,
    to each requirement prior to delivery of the control sample.

5. Tolerances

  1. Standard gauge tolerances are as per mill manufacturing standards under ASTM specification (A480).
  2. Standard widths are 36” and 48”. Non-standard widths are available upon request. Width tolerances are as per mill manufacturing standards under ASTM specification (A480).
  3. Standard sheet sizes are 84”, 96” and 120”. Non-standard lengths are available upon request. Standard length tolerances are -0” + 1/4” and can be improved upon request.
  4. Standard flatness tolerances are:
    1. Belly: ¼” maximum centre fullness of the sheet;
    2. Edge ripple: ¼” maximum edge ripple down the length of the sheet;
    3. Crossbow: ½” maximum across the sheet;
    4. Squareness: within 3/8”.

6. Batch Ordering

  1. Material used by Metal Market Specialist in its manufacturing processes can differ in tone and appearance. This is the nature of metals such as stainless steel, aluminium and other alloys.
  2. Metal Market Specialist is not responsible for any inconsistency of finish in material supplied unless Metal Market Specialist is notified of, and agrees in writing to, such a requirement before it submits its quote.
  3. Batch ordering of material is always advised to assist the consistency of finish. Raw material should be ordered at the same time from the same batch from the same supplier. Metal Market Specialist does not and cannot guarantee that the manufacturing mill will provide material from the same cast or that that material will match if supplied from different batches.
  4. Metal Market Specialist cannot guarantee the matching of finishes of orders placed for different gauges and orders manufactured by instalment.

7. Yields & Overages

  1. In the event that the quantity of material is ordered by weight, the quantity to be supplied may vary and/or be adjusted by Metal Market Specialist to deviate by up to +/-10% from the agreed weight stated in the order which shall be adjusted accordingly.
  2. This +/-10% yield differential is to be included in any order by the Customer for its yield purposes. Metal Market Specialist is not responsible for costs or damages caused to the Customer for any shortfall or high yield in the supply of materials.
  3. Any yield overage will be the responsibility of the Customer to purchase.

8. Manufacturing Marks & Inspection Standard

  1. Materials can be supplied with manufacturing marks. These are present in the raw material and will be kept to a minimum at all times. These defects are unavoidable and any material containing such marks shall be deemed commercially acceptable and cannot be rejected.
  2. When stainless steel is used in gauges of 14g and thicker, defects in the raw material and the finish applied by Metal Market Specialist can be of a lower standard than compared to gauges between 24g and 16g. This is inherent in the raw material, is unavoidable and any material containing such defects shall be deemed commercially acceptable and cannot be rejected.
  3. Metal Market Specialist will apply a 6’ inspection standard for material to be used for commercial applications and 30’ for cladding applications. Such inspection standard to be a 1–3 second front-on view of the material in daylight conditions at the point of manufacture.

9. 2B Stainless Steel

2B stainless steel can be supplied with defects which are present in commercial quality raw material as supplied to Metal Market Specialist. This is the nature of 2B stainless steel. In such circumstances, these defects are inherent in the raw material, are unavoidable, and any material containing such defects shall be deemed commercially acceptable and cannot be rejected. This is particularly relevant to Granex™ and VorTex™ , which use 2B stainless steel.

10. Granex™ Bead Blast product

  1. The nature of Granex™ product is that the tone may vary between different sheets and batches of raw material. Unless target or control samples are agreed in writing as set forth in paragraph 4, Metal Market Specialist is not responsible for differences in tone and appearance of the Granex™ product.
  2. The Granex™ product can be supplied with defects which are present in the raw material.
  3. Granex™ M1A is Metal Market Specialist’s standard bead-blast finish, which is manufactured on a BA substrate. Granex™ M1B is manufactured on a 2B stainless-steel substrate and can contain defects which are in the raw material. These defects will not always be hidden or removed by the application of the Granex™ M1B finish. These defects are inherent in the raw material, are unavoidable, and any material containing such defects shall be deemed commercially acceptable and cannot be rejected.

11. VorTex™ multi-directional polish

  1. The nature of the VorTex™ product is that the tone may vary between different sheets and batches of raw material. Unless target or control samples are agreed in writing as set forth in paragraph 4, Metal Market Specialist is not responsible for differences in tone and appearance of the VorTex™ product.
  2. The VorTex™ product can be supplied with defects which are present in the raw material.
  3. VorTex™ SV and HV are Metal Market Specialist’s standard VorTex™ products and are manufactured on a 2B substrate. VorTex™ is manufactured on a 2B stainless steel substrate and can contain defects which are in the raw material. These defects will not always be hidden or removed by the application of the VorTex™ finish. These defects are inherent in the raw material, are unavoidable, and any material containing such defects shall be deemed commercially acceptable and cannot be rejected.

12. Heat Treatable Aluminum

When rolling standard 2-sided patterns into heat treatable aluminum, the metal will typically have shape problems. The depth of the pattern will dictate how much deviation from a flat sheet that will occur. Shallow pattern depths will offer flatter sheets but may not be functional in terms of texture. Deeper patterns will produce flatness deviations. Sheets may curl into a tube-like condition. There is not a standard for flatness of textured heat treatable aluminum sheet, therefore, no rejects for flatness will be accepted. We will typically roll for flatness unless a pre-determined pattern depth is specified by the customer.

13. Patterned products

  1. Different patterns can have different parameters of manufacture, gauge, width, length, pattern type. Desired product parameters may be provided upon request.
  2. All patterned products other than 6OM will increase in length by 0.002% – 0.004% for austenitic stainless steels, depending upon gauge.
  3. The 6OM pattern in 22g and thinner will shrink by 0.001% – 0.003% for austenitic stainless steels and will increase in length for 22g and thicker by 0.002% – 0.004%.

14. Pattern Definition

Pattern definition will change with gauges and can differ from issued samples. Pattern definition can also vary with different batch materials and with separate orders. The pattern can fall outside definition and registration requirements for gauges thicker than 16g.

15. ColourTex® Coloured Stainless Steel

  1. The standard colours of ColourTex® stainless steel are black, blue, bronze, charcoal and gold.
  2. Interim colours are available. These are cannon bronze, champagne and rosy gold. The interim colours can be difficult to manufacture to a tight target range and a wider range of colour parameter is required to be accepted for these interim colours.
  3. The nature of coloured stainless steel is that colour may vary in different lighting conditions and between batches of stainless steel and production runs. It is often necessary to agree on target control samples prior to manufacture. ColourTex® is a metameric product.
  4. Target control samples that define an agreeable target colour range are advisable prior to placing larger orders. Unless target control samples are agreed to by Metal Market Specialist in writing, Metal Market Specialist is not responsible for differences in tone and appearance of the ColourTex® product.
  5. Due to the nature of the manufacturing process, all ColourTex® products will be supplied with holes approximately ¼” in diameter that run down the length of one side of each sheet approximately every 39”. These may cause ¾” of this section of material to be unusable for some end uses.
  6. The colouring process can leave streaking in the ColourTex® products and in particular with the ColourTex® Granex™ finishes. Metal Market Specialist will reduce these to a minimum, however, this is deemed acceptable and within the manufacturing parameter of the product. These defects are inherent in the raw material, are unavoidable, and any material containing such defects shall be deemed commercially acceptable and cannot be rejected.
  7. Metal Market Specialist cannot guarantee the tone and/or colour matching of its finishes and products when goods are ordered by instalment or more than one order.
  8. Metal Market Specialist is not responsible for mismatch in colour parameters among different gauges. The difference in colour cannot be avoided and all materials shall be deemed commercially accepted and cannot be rejected.
  9. The standard ColourTex® product range is 24g to 16g. Gauges under 24g and over 16g are available, but due to the quality of raw material in these gauges, the finish of the ColourTex® product can be lower and contain defects and variation in finish. These defects and variations are inherent in the raw material, are unavoidable, and any materials containing such defects or variations shall be deemed commercially acceptable and cannot be rejected.
  10. The manufacturing process for Satin Polished ColourTex® and ColourTex® products in grade AISI 316 / EN 1.4401 stainless steel can require materials to be electro-polished. The electro-polishing process leaves manufacturing marks on one length of the material approximately ¾” in depth and spaced every 20”. These may cause up to ¾” of this section of material to be unusable for some end uses.
  11. Samples issued for promotional purposes are not accepted as target or control samples.

16. T22™ Finishes

  1. The standard colours of T22™ stainless steel finishes are Emerald Green, Magenta, Onyx Black, Prestige Gold, Prestige Rosy Gold, Quartz Bronze, Sapphire Blue, Platinum Nickel, Amber Brass and Topaz Brown.
  2. T22™ products can contain variation of colour and brightness among batches supplied. Defects in the raw material and/or the finish can be present. Metal Market Specialist will reduce defects to a minimum, however, they are inherent in the raw material, are unavoidable, within the manufacturing parameter of the T22™ product, and any materials containing such defects or variations shall be deemed commercially acceptable and cannot be rejected.
  3. Due to the nature of the manufacturing process, marks and holes can occur on both lengths of the material up to ¾” from one or both lengths which may be unusable for some end uses.
  4. Target control samples that define an agreeable target colour range are advisable prior to placing larger orders. Unless target control samples are agreed to by Metal Market Specialist in writing, Metal Market Specialist is not responsible for differences in tone and appearance of the T22™ product.
  5. Metal Market Specialist is not responsible for mismatch in colour parameters among different gauges. The difference in colour cannot be avoided and all materials shall be deemed commercially accepted and cannot be rejected.
  6. Samples issued for promotional purposes are not accepted as target or control samples.
  7. Metal Market Specialist promotes the T22™ finishes for internal use. All risks are assumed by the customer, purchaser and end-user where T22™ finishes are used externally. All necessary steps to ensure that the T22™ product is suitable for external use are the responsibility and decision of the customer, purchaser and end-user. Metal Market Specialist does not provide any warranty or guarantee for the external use of T22™ products.

17. Highlighted

Highlighting is used with ColourTex® and pattern combination products such as Pearl, Pippin etc. and for uncoloured patterned products such as Raindrop, Checks etc. The depth of the polish highlighted can vary depending upon the gauge and the hardness of the material. Slight variations in the highlighted shape and area are to be expected within order quantities.

18. Super Mirror

Super Mirror is a highly reflective polished stainless steel finish. It is not defect free and can contain defects such as pinholes that are within the raw material. Metal Market Specialist will apply a 6’ inspection standard for material to be used for commercial applications and 30’ for cladding applications. Such inspection standard to be a 1–3 second front-on view of the material at the point of manufacture. Defects that cannot be seen from this standard are not considered to be rejects and are commercially acceptable.

19. Anti-Fingerprint Coatings

  1. Anti-Fingerprint coatings reduce the appearance of fingerprints and can be easily cleaned, however, this does not mean that the material will not show fingerprints.
  2. If used externally, anti-fingerprint coatings are at the customer’s risk. No warranty or guarantee is given.

20. Customer’s Property and Materials

  1. All property belonging to the Customer, including any raw materials, received by Metal Market Specialist, whether for incorporation in the goods or otherwise, will be held by Metal Market Specialist at the Customer’s risk with respect to loss or damage or incorrect usage, and the Customer will indemnify and hold Metal Market Specialist harmless against any claim for loss, injury, damage, costs or otherwise caused by the said Customer’s property to any person, vehicle or property including but without limitation machinery used by Metal Market Specialist in the course of its business save where any loss, injury or damage shall arise directly and exclusively from negligence by Metal Market Specialist, its servants, agents or licensees.
  2. Such goods are the insurance responsibility of the Customer while at Metal Market Specialist’s premises.
  3. When supplying raw materials, the Customer must ensure that the materials are suitably packed.
  4. The Customer is responsible for supplying prime material to Metal Market Specialist and certifies that all materials meet the specifications detailed in the Customer’s order.
  5. Metal Market Specialist will process material in the condition it is received from the Customer and Metal Market Specialist is not responsible for any defects that are inherent in the material or are the consequence of the condition of the supplied material. Any cost of inspecting Customer supplied materials and/or production downtime due to the quality of Customer’s material and/or waiting on the Customer to supply information will be charged to the Customer at appropriate rates.
  6. Metal Market Specialist will not be responsible for stopping or splitting coils or refusing to run coils or sheets if any condition exists that may jeopardize the safety of its employees or damage or risk damage to its equipment. There will be a charge for equipment downtime due to defects in the material issued to Metal Market Specialist for processing by the Customer.
  7. When manufacturing Customer supplied material, flatness tolerances for sheet will be to ASTM (A480) and flatness tolerances for coil cannot be offered.
  8. Customer supplied products coated with protective tape can leave a residue on the raw material when removed. Metal Market Specialist is not responsible for any such adhesive residue and may refuse to run such Customer material as it may damage its equipment. Metal Market Specialist may apply a cleaning charge to remove such adhesive residue.
  9. For Customer coil orders, leaders and tails of coils may not be processed throughout, which is usual with coil production. During coil processing, damage can occur due to the condition, presentation and/or packing of the coil material including oscillation at the beginning or end of a coil. Metal Market Specialist is not responsible for costs for such material which are the usual consequences of production.
  10. The patterning process will not change the size of material width. The length may shrink or grow slightly depending on the type of metal, the thickness of the metal and the pattern it is run in.

21. Protective Tape

  1. Unless otherwise stated by Metal Market Specialist in writing, all materials are coated with standard commercial protective tape. Laser and laser fibre protective tape are not standard tapes, but can be provided upon written request. Any and all modifications to the protective tape used may increase the price of the material.
  2. If a warranty is required, the Customer should deal directly with a protective tape supplier and notify Metal Market Specialist of the tape to be used. The use of non-standard protective tape might be an additional cost to previously
    quoted prices. No warranty is provided by Metal Market Specialist as to the suitability of protective tapes used. Data sheets are available upon request.
  3. Protective tape should be removed as soon as practical and in all cases within 3 months of receipt of the material; and must not be exposed to environments, direct sunlight, and temperatures that might cause delamination of adhesive from the protective tape. The customer, purchaser or end-user are advised to seek information from the protective tape manufacturer.
  4. Any and all adhesive or residue remaining on the material after removal of the protective tape should be immediately removed by appropriate cleaning procedures.
  5. Metal Market Specialist is not responsible for damage to material caused by delamination of adhesive or other damage caused by protective tape product(s).

22. Duration of Quotations

  1. No quotation(s) shall be binding on Metal Market Specialist unless made in writing.
  2. Written quotations are offers and are valid for acceptance within 7 days from the date of the quotation unless otherwise expressly stated by Metal Market Specialist in the quotation. Metal Market Specialist may and reserves the right to vary the time for acceptance of any quotation.
  3. The period for accepting a quotation shall not be extended as a result of delays in the receipt or delivery of the quotation.
  4. Metal Market Specialist may revoke or withdraw a quotation at any time prior to receiving a written acceptance.
  5. Metal Market Specialist shall not be liable for any damages, loss, loss of profit or any cost or expense that may be realized or sustained by reason of Metal Market Specialist withdrawing a quotation prior to receiving a written acceptance or by reason of Metal Market Specialist varying the time for acceptance of a quotation.

23. Prices

Not with standing anything contained in the written quote, Metal Market Specialist may and reserves the right to vary a quoted price in any one of the following circumstances:

  1. To conform to its prices for similar goods at the date of dispatch. In the case of goods to be delivered by instalments, Metal Market Specialist may, with notice to the customer/buyer, vary the quoted price in accordance with this clause at the time of dispatch of each instalment;
  2. To take account of changes in alloy surcharges, labour, material and other costs and expenses arising between the dates of quotation and delivery;
  3. If an alteration is made to an order upon which a quotation was made; or
  4. Should the customer/buyer delay taking delivery of goods.

24. Delivery Date

  1. All delivery date(s) are estimates and are not guaranteed or warranted. Time(s) and date(s) for delivery shall not be of the essence unless agreed to by Metal Market Specialist in writing. Metal Market Specialist shall not be liable for any losses, damages, delays or loss of profits as a result, in whole or in part, of any delay in the completion or delivery of any goods or products. Delays in the completion or delivery of goods and material is not a breach of the purchase agreement and, in the event of such delays, the purchase agreement may not be cancelled or altered, deliveries cannot be rejected and payments cannot be withheld.
  2. Metal Market Specialist may and reserves the right to divide the delivery into separate lots.
  3. In the event Metal Market Specialist employs an agent or subcontractor to carry out the order or any part thereof, Metal Market Specialist shall not be liable for any loss, damage or loss of profit arising from any delays or default of such agent or subcontractor. In the event of such delays or defaults, the purchase agreement may not be cancelled or altered, deliveries cannot be rejected and payments cannot be withheld.
  4. The customer/purchaser shall take delivery of the goods promptly upon the delivery date(s) agreed between Metal Market Specialist and the customer/purchaser or as soon thereafter as the customer/purchaser is notified by Metal Market Specialist that the goods are available for delivery. If, for any reason, the customer/purchaser fails to take delivery, Metal Market Specialist shall have the right, at its sole discretion and without prejudice to any other rights or remedies available to it at law, contract or equity, to:
    1. Increase the price to account for additional expenses by the sum of $25 per item, per day, plus insurance costs;
    2. Store the goods until delivery is made and charge the customer/purchaser for the reasonable costs of storage including insurance; and/or
    3. Cancel the purchase agreement and sell the goods to a third party without any liability to the customer/purchaser, except to return to the customer/purchaser the amount pre-paid by the customer/purchaser if and only to the extent that the sale price to the third party, plus all costs and expenses incurred by Metal Market Specialist, equals or exceeds the original purchase price.

25. Delivery

Unless otherwise agreed to by Metal Market Specialist in writing, the purchase agreement and all quotes are Ex Works (EXW INCOTERMS 2010) at Metal Market Specialist’s location, 2850 Woodbridge Avenue, Edison, New Jersey 08837.

26. Payment

  1. The purchase price must be paid in the currency stated in the invoice.
  2. The time of payment of the price shall be of the essence. If the customer/purchaser fails to make payment in full on the due date, Metal Market Specialist shall be entitled to charge interest at the rate of 10 per cent, per annum, over the base lending rate of HSBC Plc on all outstanding balances and accounts; such interest to accrue day to day from the date the account became due to the date of actual payment thereof whether before or after any relevant court judgment.
  3. In the case of any default or delay in payment by the customer/purchaser, the whole of any balance outstanding shall become immediately due and payable and any credit facilities may be withdrawn.

27. Limitation of Liability

Metal Market Specialist’s liability, whether in contract, tort, equity or otherwise, shall be limited to and shall never exceed the purchase price set forth in the quote. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL METAL MARKET SPECIALIST HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSSES FOR LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFITS, LOST BUSINESS OR BUSINESS INTERRUPTIONS, WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE UNWORTHINESS OF ANY VESSEL OR VESSELS, IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF STATUTORY DUTY, BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING, BUT NOT LIMITED TO, THE RELEASED PARTY AND ITS GROUP, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE, OR ANY OTHER THEORY OF LEGAL LIABILITY.

28. Warranty and Limitations Thereto

  1. Metal Market Specialist warrants good title to all products and that the products are free from any encumbrances. Metal Market Specialist warrants that the products are merchantable and conform to the specifications and descriptions contained herein.
  2. If any product fails to conform to the above warranties, and the purchaser/customer provides proper written notice as is required herein, Metal Market Specialist shall, at its discretion, and as the purchaser’s sole and exclusive remedy, either:
    1. replace or repair the nonconforming products; or
    2. refund the purchase price of the nonconforming product. Any replacement product will be subject to the above warranties.
  3. METAL MARKET SPECIALIST DOES NOT MAKE AND SHALL NOT BE HELD LIABLE FOR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO A WARRANTY OF MERCHANTABILITY OR A WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE, EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS.

29. Customer’s Insolvency

If the customer/purchaser files for bankruptcy or becomes insolvent or makes any arrangements with its creditors or is placed in liquidation or suffers a receiver and/or administrator to be appointed, Metal Market Specialist may, without liability or notice and without prejudice to any other rights available to it in contract, law or equity, determine all or any contract with the customer/purchaser void, and the customer/purchaser shall be responsible for all and any loss or damage incurred by Metal Market Specialist resulting from a resale of the goods comprised in such contract(s) determined as aforesaid.

30. Cancellation/Termination

  1. Orders for goods placed by the customer/purchaser after receipt of Metal Market Specialist’s quote (whether orally or in writing) cannot be cancelled except with Metal Market Specialist’s written consent. In the event of such a cancellation, the purchaser/customer shall be responsible for all costs and expenses incurred, or which may be incurred, by Metal Market Specialist as a result of the cancellation.
  2. If purchaser/customer:
    1. threatens to withhold payment from Metal Market Specialist,
    2. fails to make prompt or proper payment to Metal Market Specialist,
    3. fails to provide adequate assurances of its performance and economic viability within three days of written demand from Metal Market Specialist, and/or
    4. commits a material breach of a provision of the purchase agreement and these terms and conditions,
    then Metal Market Specialist, without prejudice to any other rights or remedies and without further notice to the customer/purchaser, shall have the right to terminate/cancel the purchase agreement and seek all costs and damages, including reasonable overhead, profit and attorneys’ fees. The customer/purchaser shall be liable for the payment of any amount by which such expenses may exceed the unpaid balance of the contract price.
  3. Metal Market Specialist shall have the right to terminate/cancel a purchase agreement for its convenience for any reason whatsoever, or for no reason, by sending two days written notice of such termination to the customer/purchaser. Any termination/cancellation of a purchase agreement by Metal Market Specialist, which is subsequently held to be improper and/or wrongful, shall be deemed to be a termination for convenience, and the customer/purchaser’s recovery therefor shall be limited accordingly. In the event of a termination for convenience, and provided that the purchaser/customer is not in default, purchaser/customer shall be entitled to receive the return of any deposit monies paid to Metal Market Specialist for undelivered materials and goods.
  4. Termination of a purchase agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as of the date of termination. Clauses which expressly or by implication survive termination of the purchase agreement shall continue in full force and effect.

31. Inspection/Acceptance

  1. Purchaser/customer has the right to inspect the goods and products delivered by Metal Market Specialist. Failure to inspect and/or reject in writing delivered products or goods within fourteen days of receipt shall constitute acceptance and acknowledgment that the products and goods are correct, free from any defects and in satisfaction of all warranties provided herein.
  2. If customer/purchaser determines non-compliance or otherwise wishes to reject the goods and products, in whole or in part, customer/purchaser shall notify Metal Market Specialist, prior to expiration of the fourteen day period, in writing the reasons for the rejection/non-compliance with supporting data. Where Metal Market Specialist accepts the timely rejection of any goods or products, the customer/purchaser must return to Metal Market Specialist the rejected goods and products in the packing provided or its equivalent including the application of protective coating in order to complete its rejection of the goods or products. The customer/purchaser’s sole and exclusive remedy for non-compliance or rejection of products or goods shall be limited to those set forth in these terms and conditions.

32. Title to Property

  1. Notwithstanding delivery and the passing of risk in the goods as set forth herein, title and property in the goods and products, including full legal and beneficial ownership, shall not pass to the customer/purchaser until Metal Market Specialist has received payment in full for all goods and products delivered under this and all other contracts between Metal Market Specialist and the customer/purchaser for which payment of the full price of the goods has not been paid. Payment of the full price of the goods shall include the amount of interest or other sum(s) payable under the terms of this and all other contracts between Metal Market Specialist and the customer/purchaser under which the goods were delivered.
  2. The customer/purchaser hereby grants Metal Market Specialist, its agents and/or employees an irrevocable license to enter any premises where the goods and products are stored in order to repossess them or to inspect them at any time.
  3. Where goods are to be delivered by instalment, each delivery shall be treated as a separate contract provided always that Metal Market Specialist may withhold deliveries or further instalments until payment terms are up to date.

33. Risk of Loss

The risk of loss with respect to the goods and products (including transportation delays and losses) shall pass to customer/purchaser upon pickup of the goods and products at Metal Market Specialist. Metal Market Specialist operates on an Ex Works basis.

34. Packing Materials

  1. Packing cases and all materials used by Metal Market Specialist will be charged for. Metal Market Specialist will not accept the return of packing cases unless this is agreed by an authorised representative in writing.
  2. Metal Market Specialist will supply material in appropriate sized pallets, suitably strapped for shipping by truck, sea or air as agreed with the customer/purchaser. Standard pallets and packing cases are not waterproof.
  3. Pallets or packing cases will weigh approximately 200 lbs each but
    can vary up to 3,000 lbs.
  4. Specific packing requirements must be notified in advance and may be charged at additional rates.

35. Special Delivery

  1. In the event the customer/purchaser requires Metal Market Specialist to deliver goods outside the United States and Metal Market Specialist agrees to do so in writing, Metal Market Specialist will invoice the customer/purchaser for the total cost and expense incurred for such delivery including, but not limited to, all packing costs, transportation costs, port fees, customs duties and insurance, and the Customer shall pay such costs incurred by Metal Market Specialist immediately upon receipt of the invoice and before any goods or products are dispatched from Metal Market Specialist’s location.
  2. If Metal Market Specialist agrees to deliver goods on Cost, Insurance and Freight (CIF INCOTERMS 2010) or Free On Board (FOB INCOTERMS 2010) or in any manner other than Ex Works (EXW INCOTERMS 2010), then the customer/purchaser shall reimburse all expenses incurred by Metal Market Specialist to effectuate such delivery. All risk of loss in the goods and products shall pass to the customer/purchaser when they are loaded onto transport at Metal Market Specialist’s premises (or if loaded on transport belonging to Metal Market Specialist, as soon as the goods pass into the custody of a person other than Metal Market Specialist). Metal Market Specialist accepts no liability whatsoever for any mistakes or errors in the shipping arrangements made by it on behalf of the customer/purchaser.
  3. Metal Market Specialist has no control over delays caused by customs authorities or shipping companies contracted and allowances should always be made by the customer/purchaser for delays in delivery. Metal Market Specialist is not responsible for costs incurred by the customer/purchaser due to late delivery of goods.
  4. Unless otherwise expressly stated in writing, the customer/purchaser is responsible for obtaining, at its own cost, any and all import licences and other consents in relation to the goods as are required from time to time and, if required by Metal Market Specialist, the customer/purchaser shall make those licences and consents available to Metal Market Specialist prior to the relevant shipment.

36. Customer Collection of Goods

  1. For safety reasons and to prevent damage to goods during transport, the collection of goods by the customer/purchaser from Metal Market Specialist’s premises should be by a suitable side-loading vehicle. Metal Market Specialist may refuse to load any vehicle that is not a side-loading vehicle and Metal Market Specialist is not responsible for any costs incurred to the customer/purchaser including if a replacement vehicle has to be organized.
  2. Should Metal Market Specialist load goods onto a vehicle that is not a side-loading vehicle, the customer/purchaser assumes all risks associated with damages to the goods and products during transport. Metal Market Specialist will not accept any claims for goods damaged in such circumstances.

37. Force Majeure

If at any time Metal Market Specialist shall be hindered or prevented from making or delivering the goods by reason of strikes or other labour disputes, fire, war, accidents, governmental action or any other cause beyond its control, Metal Market Specialist may, at any time during the continuance of such hindrance or prevention, by notice to the customer/purchaser, terminate the purchase agreement without incurring any liability for costs and damages to the customer/purchaser by reason of such termination.

38. Credit and Dealing

  1. Metal Market Specialist may, at its sole and exclusive discretion and without providing any reason, refuse to give credit or limit the amount of credit to any customer/purchaser. Metal Market Specialist reserves the right to refuse to transact business with any person, firm or company.
  2. Orders will not be available for collection or shipping without authorization from the credit control department at Metal Market Specialist. All credit references and terms of payment should be complied with so that delays are avoided.

39. Promotional Information & Materials

All data, images, drawings, descriptions and other information furnished by Metal Market Specialist, including verbal information and in or on its website, catalogues, brochures, CDs, pamphlets, price lists or other documents or other promotional media, are intended to be as accurate as possible but are given for general information purposes only and are not binding on Metal Market Specialist in respect of a particular order. All information, unless stated otherwise, is subject to reasonable variations. Metal Market Specialist does not accept responsibility for errors or for information which is found to be misleading. Before using products supplied or manufactured by Metal Market Specialist, the customer/purchaser should satisfy itself of their suitability for any required purpose, location or environment.

40. Cleaning

To maintain its appearance and longevity, all material supplied by Metal Market Specialist should be cleaned routinely using methods and cleaning media appropriate to the finish and metal used. For further information, consult your Metal Market Specialist sales representatives.

41. Trade Names

Metal Market Specialist uses several trade names which include, but are not limited to OneTex®, VorTex™, 7GM®, ColourTex®, DesignScape™, Granex™, MaxiSlide™, MetalArt™, MetroGuard™, RigiTube®, Metal®, T22™, TreadTex® and the Metal logo. These are the property of Metal Market Specialist or its associated companies and cannot be used without the prior written approval of a director of Metal Market Specialist, and when used with such permission are at all times to be expressly stated to be owned by Metal Market Specialist or its associated companies.

42. Banking, Insurance, Freight and other Documents required for International Trade

Where discrepancies or errors occur in banking, insurance, freight, and other documents required for contracts, it is the responsibility of the erroneous party to pay for any fees or costs that are incurred.

43. Choice of Law, Jurisdiction, Waiver of Jury Trial and Attorney’s Fees

Any and all disputes arising out of and/or related to a purchase agreement and the performance thereunder shall be governed by the laws of the State of New Jersey, and shall, at Metal Market Specialist’s sole option, be resolved by litigation in a state or federal court located in New Jersey or binding arbitration in accordance with the Commercial Rules of the American Arbitration Association then in effect. TO THE FULLEST EXTENT PERMITTED BY LAW, JURY TRIAL IS WAIVED BY ALL PARTIES HERETO. Should Metal Market Specialist prevail with respect to any disputes arising out of and/or related to a purchase agreement and the performance thereunder, Metal Market Specialist shall be entitled to recover its reasonable attorney’s fees and costs.

44. No Transfer or Assignment

No transfer or assignment of any purchase agreement or any of its rights or obligations thereunder shall be made by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed.

45. Severability

  1. In the event that one or more provisions of the purchase agreement or these terms and conditions shall be declared to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in the purchase agreement or these terms and conditions shall not in any way be affected or impaired thereby.
  2. Failure to enforce any or all of the provisions of these terms and conditions in a particular instance or instances shall not constitute a waiver or preclude subsequent enforcement thereof.

46. Successors and Assigns

No Third-Party Rights. The purchase agreement or these terms and conditions shall be binding upon the parties and their respective successors and assigns. The purchase agreement or these terms and conditions are solely for the benefit of the parties hereto. The parties do not intend, and no provision herein shall be construed, to create any third-party beneficiaries, or to confer any benefit, or enforceable rights hereunder, upon anyone other than the parties hereto.

47. Entire Agreement, Modification, Conflict of Documents.

  1. THE QUOTE AND THESE TERMS AND CONDITIONS SETS FORTH THE ENTIRE AGREEMENT BETWEEN METAL MARKET SPECIALIST AND PURCHASER/CUSTOMER WITH RESPECT TO ITS SUBJECT MATTER. All prior negotiations and dealings regarding the subject matter hereof are superseded by and merged into this agreement.
  2. METAL MARKET SPECIALIST ACCEPTANCE OF A PURCHASE ORDER IS EXPRESSLY SUBJECT TO, EXPRESSLY LIMITED TO, AND EXPRESSLY MADE CONDITIONAL ON THE CUSTOMER’S ACCEPTANCE OF METAL MARKET SPECIALIST’S QUOTE AND TERMS AND CONDITIONS. METAL MARKET SPECIALIST objects to any different or additional terms. By issuing METAL MARKET SPECIALIST a purchase order the customer agrees that the parties are bound only to the METAL MARKET SPECIALIST terms.
  3. Where there is conflict between a purchase order and the terms contained in METAL MARKET SPECIALIST’s quote and these terms and conditions, the terms contained in METAL MARKET SPECIALIST’s quote and these terms and conditions shall prevail. The acceptance of the goods and products by the customer/purchaser shall be deemed to be only upon the terms of METAL MARKET SPECIALIST’s quote and these terms and conditions, notwithstanding any terms and conditions that may be contained in any acknowledgment or purchase order. METAL MARKET SPECIALIST hereby rejects any different or additional terms and conditions proposed by purchaser/customer in any purchase order or otherwise. Notwithstanding anything to the contrary contained herein, purchaser/customer may issue purchase orders or release orders against the quote and these terms and conditions, to indicate only quantities to be shipped and shipping arrangements, provided such terms are consistent with the quote and these terms and conditions.
  4. No modification of this agreement or any purchase order shall be effective unless made in writing and signed by both parties. No agent or employee of METAL MARKET SPECIALIST has authority to bind METAL MARKET SPECIALIST by any verbal promise, representation or statement.

48. Headings

All headings used in this Agreement are solely for the purpose of convenience and shall in no manner be deemed to be a part of this Agreement or used in interpreting its terms.

Referenced trademarks are owned by Rimex Metals Group Ltd and are used with its consent.