NU TEK STEEL
Terms and Conditions
1. If any purchase order or some other act of Buyer is an offer, acceptance is agreed to be as
follows: (a) acceptance is limited to the terms of said offer; (b) acceptance shall be by any
reasonable means, including the earlier of Seller’s acknowledgment of said order or
commencement of work on the goods or shipment of the goods; (c) notice is hereby given that
Buyer objects to any terms additional to or different from those contained herein, which are
proposed by the Seller; and (d) any such additional or different terms shall be deemed to
materially alter said offer, and shall be of no force or effect. If said purchase order or some other
act of Seller is an acceptance: (a) notice is hereby given that Buyer objects to any terms
additional to or different from those contained herein, which are proposed by Seller; and (b) any
such additional or different terms shall be deemed to materially alter the contract. If said purchase
order is a confirmation: (a) Buyer hereby objects to any terms proposed by Seller which are
additional to or different from those agreed to by Seller and Buyer herein; and (b) any such
additional or different terms are deemed to materially alter the terms of the contract.
2. Buyer expects 100% on time delivery to permit the avoidance of excess freight and other
associated charges. Delivery will be made within the specified time or Seller will notify the Buyer
prior to expected delivery date. The Buyer agrees to receive product shipments at full truck load
transportation cost. Partial loads may require premium transportation costs at the Buyer’s
expense.
3. Seller warrants that the goods purchased from Seller will (i) comply with all specifications,
drawings, descriptions, samples furnished and/or specified by Buyer, (ii) be merchantable, and
(iii) be free from any defects in material and workmanship. Seller further warrants that all goods
purchased by Buyer will be fit and sufficient for the purposes intended. Seller further warrants
that, on delivery, Buyer will receive good title to the goods, free and clear of all liens and
encumbrances and that all goods are free from any defects in workmanship and be of good and
resalable quality. In the event goods are found to be defective and acknowledged as defective by
Seller, Seller assumes cost of defective material, initial processing and/or freight charges accrued
by Buyer on said defective material. These warranties are in addition to any warranties applicable
by law or otherwise made by Seller and will survive acceptance and payment by Buyer. All
warranties shall extend to Buyer’s customers.
4. Seller shall indemnify and hold Buyer harmless from any breach of warranty by Seller and,
Seller will defend, indemnify and hold Buyer harmless against all claims, liabilities, losses,
damages and expenses for any damage or loss to person or property arising from any act,
omission or negligence of Seller or its employees, agents or subcontractors in connection with
performing this order or manufacturing or delivering the goods.
5. The Seller shall have the right to invoice the Buyer for material that was ordered manufactured
or processed for an agreed date and subsequently held at the Buyer’s request for thirty days
beyond the agreed due date.
6. Buyer shall have the right to make unilateral changes in, or modifications to, a purchase order
within a reasonable time and Seller agrees to accept such changes. In the event such changes
result in additional costs, Buyer shall make an equitable adjustment in the purchase price,
providing such additional costs are itemized in writing for Buyer by Seller, within reasonable date
of the change.
7. Buyer may terminate a purchase order any time without cause, provided the Seller has not
begun the manufacture of goods in question.
8. Seller shall be required to comply with all applicable governmental regulations to assure that
the goods purchased by the Buyer are in compliance with all governmental, safety and
environmental constraints on restricted toxic and hazardous materials.
9. Buyer shall have the right to visit the facility of the Seller, provided the Buyer gives sufficient
notice. The Buyer shall have the right to inspect and audit the Seller to assure the process and
product complies with Buyer specifications and requirements.
10. Seller agrees that it shall indemnify and hold Buyer harmless from any claims, injury, loss, or
liability arising out of or in any way related to the performance of this agreement by persons on
the premises of Buyer, or on behalf of, or at the request of Seller except for liability resulting from
the negligence of Buyer, its agents, or employees.
11. In no event shall Buyer be liable for anticipated profits or for incidental, consequential or
punitive damages of any kind, whether based in contract, tort or any other remedy. Buyer’s
liability on any claim of any kind for any loss or damage arising out of, in connection with,
resulting from, or relating to this agreement in any way whatsoever, or from the performance or
breach thereof, shall in no case exceed the price allocable to the goods or services or unit thereof
which directly gives rise to the claim. Buyer shall not be liable for penalties of any description. Any
action resulting from any breach on the part of Buyer as to the goods or services delivered
hereunder must be commenced within one year after the cause of the action has accrued.
12. Failures to perform hereunder shall be excused if, and to the extent that it is caused by an
event or occurrence such as acts of God, actions by any governmental authority, fires, floods,
windstorms, explosions, riots, natural disasters, war, sabotage, court injunction or order. During
this period of such failure to perform by Seller, Buyer may, at its option, purchase goods from
other sources and reduce its order from Seller by such quantities, without liability to Seller, or
have Seller provide the goods from other sources in quantities and at times requested by Buyer
and at the price set forth in the applicable purchase order.
13. The contract provisions of paragraphs (1) through (7) of Section 202 of Executive Order
11246, issued September 24, 1965, as amended, and all rules and regulations pursuant thereto,
are a part of and included in this agreement and apply to any and all purchase orders.
14. This agreement, together with any and all purchase orders, exhibits, or supplements
constitutes the entire agreement between Seller and Buyer with respect to the matter contained
herein and supersedes all prior oral or written representations and agreements.
15. This agreement and all transactions between Seller and Buyer will be governed by and
construed in accordance with the laws of the State of Ohio. This Agreement shall be deemed
entered into in Toledo, Lucas County, Ohio. Any action or suit initiated by Buyer hereunder must
be exclusively brought in any federal or state court located in Lucas County, Ohio, and Buyer
hereby consents to the jurisdiction of such courts.
