Terms & Conditions of Sale
The rights and duties of Seller (Trident Steel Corporation) and Buyer (indicated on the face of the invoice) are governed exclusively by the terms and conditions contained herein. These terms and conditions may not be altered except by written instrument signed by an authorized representative of Seller.
The sale of the goods described herein is conditioned upon Buyer’s agreement with these terms and conditions, notwithstanding prior negotiations between the parties, prior or subsequent exchange of documents (including but not limited to a Master Service Agreement), or terms and conditions of Buyer’s purchase order, and Seller expressly rejects any terms or conditions inconsistent with the terms and conditions contained herein.
Seller shall not be liable for direct, indirect, liquidated, special, consequential, contingent or incidental damages arising out of this transaction, including but not limited to damage to any wellbore, lost reserves (whether proved or not), lost profits, environmental damage or clean up requirements, and costs incurred due to project delay. Limitation of Liability. The liability of Seller to Buyer for claims arising out of the performance of any order placed by Buyer to which these Terms and Conditions apply, whether arising in contract, tort, strict liability or otherwise, shall be limited, excluding the Seller’s liability for out-of-pocket legal costs, costs awarded and interest charges associated with a claim, to the amount of the Purchase Order Price for the applicable order that has actually been paid by Buyer, regardless of the value of any insurance carried by Seller.
Seller shall not be liable for loss or damage arising out of delay in Seller’s performance, which are caused by factors beyond its control (force majeure), including, without limitation, strikes, lockouts, fires, embargoes, war or other outbreak of hostilities, insurrection, acts of terrorism, natural disasters, acts of God, inability to obtain shipping space, supply chain issues, equipment failures, breakdowns, delays of carriers or suppliers and governmental acts and regulations. Claims relating to defects or damaged goods must be received by Seller, in writing, within ten (10) days after delivery to Buyer. After such period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products or to revoke acceptance.
Unless otherwise agreed in writing, all shipment dates quoted are approximate and estimated from the date of order. Alteration of an order may affect the delivery date. Seller will not be liable for failure to deliver or delays in delivery occasioned by Force Majeure. Seller will never be liable for special, indirect, punitive, consequential or incidental damages resulting from delay or failure in delivery regardless of the cause thereof, and receipt of goods specified herein shall constitute acceptance of delivery and waiver of such claims.
There are no warranties which extend beyond the description of material contained herein. Seller makes no warranty, express or implied, of merchantability or fitness for a particular purpose. Seller expressly disclaims any warranty, express or implied, of merchantability or fitness for a particular purpose.
Manufacturer’s warranty, if any, shall apply to the product. Processors / Coaters warranties shall apply if applicable.
Seller will invoice Buyer at time of shipment, unless otherwise agreed by the parties. Payment terms shall be those extended by Seller to Buyer.
All taxes imposed on Buyer’s possession or use of material are for Buyer’s account, including any ad valorem taxes assessed against Seller for material held in Seller’s name on behalf of Buyer. Buyer will provide Seller with valid supporting documentation for any tax exemptions or direct pay authorizations claimed by Buyer. Buyer shall indemnify and hold harmless Seller in the event a taxing authority rejects any certificates provided by Buyer, including but not limited to all late fees, attorney’s fees, collection costs, or interest penalties assessed with Buyer’s non-payment of applicable taxes.
CANCELLATION OR SUSPENSION. Cancellation or suspension of orders may be made only on Seller’s written approval and on terms that will indemnify Seller against costs actually incurred by Seller in connection with the cancelled/suspended order.
RETURNED GOODS. No product may be returned to Seller without prior written authorization from Seller. Buyer may return any product which Seller stocks, subject to a restocking charge if: (i) it is in new condition, suitable for resale, and undamaged and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged.
GENERAL LEGAL PROVISIONS. Buyer agrees to the price and payment terms as invoiced. Buyer agrees to pay interest on overdue balances at the rate of 1.5% per month. Buyer agrees to pay all costs and expenses (including but not limited to court costs, reasonable attorney’s fees, and litigation expenses) incurred by Seller in connection with the enforcement of any provision of this agreement.
The parties agree to exclusive jurisdiction in the Federal Courts of the Southern District of Texas located in Houston, Texas. The parties agree that the laws of the State of Texas, specifically the Texas Business and Commerce Code, shall govern the construction, interpretation, operation, performance, and enforcement of this agreement.
Buyer further agrees that Buyer’s payment of all invoiced charges (including tax and shipping charges) constitutes a condition precedent to the Buyer’s right to assert a claim against either Seller or the manufacturer (mill) that produced the product.
In the event of an issue that may involve material purchased from Seller, Buyer should immediately quarantine all material, and contact Seller at 1.800.777.9687.
For a full claims procedure description, please visit our claims page.