LAPHAM-HICKEY STEEL CORP. TERMS AND CONDITIONS OF SALE
1. All sales by Lapham-Hickey Steel Corp. are made subject to Lapham-Hickey’s terms and conditions of sale, which terms shall govern each contract for the purchase and sale of goods and/or services by you from Lapham-Hickey, whether created by an oral agreement, by a written agreement signed by the parties, by an exchange of unsigned forms, or by the conduct of the parties. Lapham-Hickey’s terms and conditions of sale are as published on our website, www.lapham-hickey.com, at the time of any offer to purchase or sell; Lapham-Hickey’s terms and conditions of sale may be modified or supplemented from time to time, and any such changes shall become effective upon posting to the website.
Acceptance of any Lapham-Hickey offer to sell goods or services is expressly limited to Lapham Hickey’s terms and conditions of sale and you are hereby notified that Lapham-Hickey objects to any different or additional terms or conditions contained in any buyer document or communication submitted to Lapham-Hickey. Without limitation, buyer’s acceptance of goods delivered shall constitute buyer’s acceptance of, or assent to, all of Lapham-Hickey’s terms and conditions of sale.
Lapham-Hickey’s extension of credit to, acceptance or purchase orders from, or the sale of goods or services to, any buyer is expressly made conditional on all sales of goods and services to any such buyer being subject to all of Lapham-Hickey’s Terms and Conditions of sale, and on the buyer’s assent to those Lapham-Hickey terms and conditions that are additional to or different from the terms and conditions in any buyer document or communication.
2. Except as otherwise agreed in a writing signed by Buyer and Lapham-Hickey, these terms and conditions constitute the entire agreement between Lapham-Hickey and Buyer relating to the sale of any goods sold by Lapham-Hickey.
3. The purchase price of the goods shall be as quoted by Lapham-Hickey provided, however, that if Lapham-Hickey announces a general price increase, the purchase price shall be revised to include prices in effect. In addition, Lapham-Hickey may in its sole discretion add a surcharge to the price of goods to reflect increases in the cost of raw materials or energy.
4. Buyer cannot modify, cancel, or otherwise alter orders without Lapham-Hickey written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of Lapham-Hickey against loss for Lapham-Hickey’s work-in-process, raw materials, or lost sales volume as applicable.
5. All deliveries are F.O.B. Lapham-Hickey’ shipping facility unless otherwise agreed to. Neither freight charges nor tax is subject to any discount. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at Lapham-Hickey’s shipping facility provided Buyer does so within 10 days after date Buyer is notified of the availability of goods. Lapham-Hickey reserves the right to ship without further notification at any time after the 10-day period.
6. Delivery dates are approximate. Lapham-Hickey shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Lapham-Hickey’s inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; accidents; or acts of terror, foreign or domestic, which may affect any of Lapham-Hickey’s source of supply, performance of services, or delivery of goods. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim or damages on account of non-shipment or delays in delivery or performance.
7. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, LAPHAM-HICKEY WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE LAPHAM-HICKEY INVOICE WHICH SPECIFICATIONS ARE LIMITED TO A PARTICULAR GRADE OF STEEL PROCESSED TO A PARTICULAR SIZE/SHAPE. LAPHAM-HICKEY MAKES NO OTHER WARRANTIES, AND SPECIFICALLY EXCLUDES ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. No claim for damages for goods that do not conform to specifications will be allowed unless Lapham-Hickey is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without Lapham-Hickey’s written consent. BUYER’S EXCLUSIVE REMEDY AGAINST LAPHAM-HICKEY, AND LAPHAM-HICKEY’S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO LAPHAM-HICKEY’S REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT LAPHAM-HICKEY’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL LAPHAM-HICKEY HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD HEREUNDER. NOR SHALL LAPHAMHICKEY HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ARE HEREBY EXCLUDED IN THEIR ENTIRETY.
9. If in Lapham-Hickey’s opinion, Buyer’s credit becomes impaired, Lapham-Hickey may suspend performance until such time as Lapham-Hickey Steel Corp. has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer’s credit for future deliveries. If Lapham-Hickey suspends performance and later proceeds with such order, Lapham-Hickey shall be entitled to such extension of time for performance as is necessitated by the suspension.
10. ALL COMMUNICATIONS FROM BUYER TO LAPHAM-HICKEY CONCERNING DISPUTED DEBTS, INCLUDING WITHOUT LIMITATION ANY INSTRUMENT TENDERED AS FULL SATISFACTION OF A DEBT, ARE TO BE SENT ONLY TO THE FOLLOWING: CREDIT MANAGER, LAPHAM-HICKEY STEEL CORP., 5500 WEST 73RD STREET, CHICAGO, ILLINOIS 60638.
11. All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Lapham-Hickey is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Lapham-Hickey for any such payments made by Lapham-Hickey.
12. In the event Buyer fails to make payment to Lapham-Hickey, or any affiliate of Lapham-Hickey of any amounts due and owing to Lapham-Hickey Steel Corp. or such affiliate (including any applicable surcharge or freight charge), Lapham-Hickey shall have the right to terminate any Buyer order or any unfulfilled portion thereof, and Lapham-Hickey or any affiliate thereof may terminate any other agreement between Lapham-Hickey or such affiliate and Buyer. LaphamHickey may charge interest on the outstanding balance at the rate of 1-1/2% per month or the highest rate allowed by law (whichever is less). Lapham-Hickey shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Lapham-Hickey, including its reasonable attorneys’ fees.
13. This agreement shall be governed by the laws of the state of Illinois but without regard to its conflict of laws principles. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocable consents to the exclusive jurisdiction of the state and federal courts located in Illinois for any litigation which may arise out of or be related to this agreement. Buyer waives any objection based on forum non conveniens or any objection to venue of any such action.
14. Lapham-Hickey reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Lapham-Hickey. All rights and remedies granted herein are in addition to all remedies available at law or in equity.