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 these Terms and Conditions, which may not be altered except in writing, 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, or previously exchanged documents, including but not limited to Master Service Agreements or Buyer’s terms and conditions, and Seller expressly rejects any terms or conditions inconsistent with these Terms and Conditions.
Limitation of Liability. The liability of Seller to Buyer for claims arising out 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 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. In no event, however, shall Seller be liable to Buyer for indirect, special, consequential, contingent or incidental damages arising out of any such order placed by Buyer, 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.
Force Majeure. In addition to the limits of liability set forth above, Seller shall not be liable for loss or damage arising out of delay in Seller’s performance or Seller’s inability to perform, which is 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.
Shipment Dates. Unless otherwise agreed in writing, all shipment dates quoted are approximate and estimated from the date of order. Buyer acknowledges that alteration of an order may affect the delivery date. 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.
Warranties. 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. All transferable and assignable manufacturer’s warranties, if any, shall apply to the product. Processors / Coaters warranties shall apply if applicable.
Claims. 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. Buyer 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 314-822-0500.
Cancellation or Suspension. Seller may, in its sole discretion, cancel or suspend any order prior to delivery. In the event Seller cancels or suspends an order, Buyer will be refunded those amounts Buyer paid toward the cancelled or suspended order, if any. In no event shall Seller be liable to Buyer for any amounts in excess of those amounts previously paid by Buyer and that are due to be refunded. Buyer may not cancel or suspend any order unless it has received Seller’s prior 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, and only on those terms stated by Seller. Typically, Seller will only accept a return if the goods Buyer seeks to return are: (i) those which Seller stocks; (ii) are in new condition, suitable for resale, and undamaged and (iii) have not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. Returns are typically also contingent on Buyer paying Seller a restocking fee.
General Legal Provisions. Seller will invoice Buyer at time of shipment, unless otherwise agreed by the parties. 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 these Terms and Conditions or defense of Seller’s rights herein.
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.
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.
Last Revised: March 1, 2022