Each sales order and quotation (“Order”) issued by Integrated Steel Solutions, Inc. (“Seller”) is an offer to the Buyer identified on the Order (“Buyer”) for the purchase of goods or materials (“Goods”) and incorporates and is governed exclusively by these terms and conditions (“Terms”). Each Order is conditioned upon the buyer’s acceptance of these terms exclusively. Seller has the right, in its sole discretion, to accept or reject any Order. Seller may accept any Purchase Order by confirming the Order (whether by written confirmation, invoice, or otherwise), commencing work under the Order, or by delivering such goods, whichever occurs first. An Order is deemed accepted by Buyer upon Buyer’s written acceptance of the Order, commencement of work under the Order, or any other conduct that recognizes the existence of acceptance. By sending any request for goods or responding to any Order, Buyer acknowledges that they have read these terms and agree to be bound by all provisions set forth herein. These Terms apply to all sales of goods, as far as not modified or excluded by Seller’s express written agreement. Any terms and conditions contained in the buyer’s documentation shall not be binding on seller and are expressly rejected by the seller. This applies despite Seller’s knowledge of existing contradictory terms and conditions. Each release, schedule, work order, shipping instruction, specification and other document issued by Seller, relating to the Goods pursuant to the Order are incorporated into the Order. Specific terms and conditions of Seller contained in the Order shall take priority over any inconsistent provision in these terms. Together, the Order, any documents incorporated therein, and these Terms constitute the entire agreement between Seller and the Buyer (“Agreement”). This Agreement supersedes all prior or contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject.

Sale of Goods: Seller shall sell and the buyer shall purchase the Goods specified in each Order accepted by the Seller. All Orders are subject to availability. Seller’s employees or agents are not authorized to make any representations concerning the Goods, unless confirmed by Seller’s President in writing. In entering into this Agreement, Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed. Any advice or recommendation given by Seller or its employees or agents to Buyer including any advice as to the storage, application or use of the Goods, is followed or acted upon entirely at Buyer’s own risk, and accordingly, Seller shall not be liable for any such advice or recommendation. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the seller shall be subject to correction without any liability by the Seller. 

Price of Goods: Subject to changes and/or delays caused by the buyer, the price of the Goods shall be the price quoted on the face of the Order (“Order Price”). Unless otherwise stated, all Order Prices shall only be valid for 30 days from the date of Order. Because of material and labor costs fluctuation, the seller retains the right to adjust the Order Price of any Order that is not accepted within 30 days of quotation (this right shall not be deemed to affect the buyer’s acceptance of any Order). No Order may be cancelled by the buyer except with the seller’s written agreement. Except as otherwise stated within an Order and unless otherwise agreed in writing between Seller and Buyer, all prices are given by Seller on an ex works basis and Buyer bears all responsibility for shipping costs. Buyer will reimburse the seller for all sales tax, use tax, or other tax which the seller must, either pay or be required to collect by the sale of the Goods. Customs duties, clearance charges, or equivalent duties shall be for the account of the buyer. Whenever applicable, such charges will be added to the invoice as a separate charge to be paid by the Buyer. Buyer shall also reimburse the seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. 

Specifications and Schedule: Buyer shall be responsible to Seller for ensuring the accuracy of the details of any Order, including any applicable specification(s) submitted by Buyer (“Buyer Specifications”), and for giving Seller any necessary information relating to the Goods (“Order Info”) within a sufficient time to enable Seller to perform this Agreement in accordance with its Terms. Any completion dates specified in any Order shall be contingent upon Seller’s prompt receipt of all Buyer Specifications and Order Info. All schedules shall be mutually agreed upon by Seller and Buyer, including start dates, durations and changes that impact Seller’s work. Seller shall at all times be allowed a reasonable time to perform its work and shall not be liable to the buyer for any delay related damages. Any changes to the Goods and/or Buyer Specifications shall entitle Seller to an equitable price and schedule adjustment. All specifications and engineering data provided by Seller (“Seller Specifications”) are provided in good faith and the Buyer agrees to indemnify and hold Seller harmless for any damages, losses, or expenses arising from specification changes, inaccurate specifications, or from functional failures. If the Goods are to be manufactured or any process is applied to the Goods by Seller in accordance with Buyer Specifications, Buyer shall indemnify Seller against all loss, damages, costs, and expenses awarded against or incurred by Seller in connection with or paid or agreed to be paid by seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Seller’s use of such Buyer Specifications. 

Terms of Payment: Unless otherwise stated in the applicable Order, the buyer shall pay seller in full within thirty (30) days of date of seller’s invoice, notwithstanding that delivery may not have taken place and the Goods may not have passed to Buyer. All Orders are subject to the approval of Seller’s credit department. Seller reserves the right to require payment before C.O.D., or to modify credit terms. If Buyer fails to make any payment, without prejudice to any other right or remedy available to Seller, Seller shall be entitled i) suspend work on all Goods, ii) cancel shipment and/or recover a previously delivered Goods, and iii) charge Buyer of late payment fee (both before and after any judgment) on the past due amount at the rate of 8 percent (8%) per annum, or the maximum rate allowed by law, whichever is less, until payment in full is made. Without prejudice to any other right or remedy it may have, the Seller may set off any amount owed to the Buyer, whether under this Agreement or otherwise, against any amount that may become due from Buyer hereunder.

Delivery: Shipment, delivery and all other dates are estimates only. Unless otherwise agreed to in writing, all goods shall be delivered using Seller’s standard methods for packaging and shipping. Seller reserves the right to ship via the most economic transportation means, routing of the shipment, and to select the point of origin of the Goods. Seller may, in its sole discretion, without liability or penalty, make partial shipments of goods to buyer. Each shipment will constitute a separate sale, and the buyer shall pay for the Goods shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this agreement. Seller shall not be liable for any delays, loss or damage in transit. If the seller cannot deliver the Goods at the Buyer’s shipping address because the buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) the Goods shall be deemed to have been delivered; and (ii) Seller, at its option, may store the Goods until the buyer picks them up, whereupon the buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). If the Goods are to be retrieved from the seller’s location(s) by the buyer, the buyer shall retrieve any goods on the dates and times specified in the Order or when notified by the seller. Buyer acknowledges that time is of the essence and that the seller retains the right to charge buyer storage fees for any goods which are not retrieved by buyer in accordance with this paragraph. 

Risk and Property: For all Goods delivered by common carrier, title and risk of loss shall pass upon Seller’s delivery of the Goods to the common carrier, and Seller accepts no liability for breakage, damage, hidden or otherwise, delay or shortage after the goods are delivered to the common carrier. For all goods delivered by common carrier, all claims for shortages or damages must be made directly to the common carrier within 3 days following delivery of the Goods. For all goods delivered by seller’s equipment, title and risk of loss shall pass upon seller’s delivery of the Goods and claims for shortages or damages must be made to seller within 3 days following delivery of the Goods. For all goods retrieved by the buyer, title and risk of loss shall pass upon the buyer’s retrieval of the Goods and all claims for shortages or damages must be made to the seller within 3 days following the buyer’s retrieval of the Goods. If the buyer fails to comply with the applicable claim deadline and/or fails to furnish written evidence or other documentation as required by the seller, the buyer will be deemed to have accepted the Goods. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms, the title in the Goods shall not pass to the buyer until the seller has received payment in full for the applicable goods. Buyer hereby irrevocably authorizes Seller or its representatives to enter upon any premises where the Goods are stored, or are thought to be stored, for repossessing them and, if Seller so chooses, subsequent resale.

Intellectual Property: "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) internet domain names, whether trademarks, registered by any authorized private registrar or governmental, web addresses, web pages, website, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) trade secrets; and (vi) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world. Buyer acknowledges and agrees that (i) except to the extent provided in a separate written agreement between Buyer and Seller, Seller (or its licensors) will retain all Intellectual Property Rights used to create, embodied in, used in, and otherwise relating to the Goods and any of their component parts; (ii) all Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors; (iii) The buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under this Agreement; (iv) any goodwill derived from the use by the buyer of seller's Intellectual Property Rights inures to the benefit of seller or its licensors; (v) if Buyer acquires any Intellectual Property Rights in or relating to any product (including any Good) purchased under this Agreement (including any rights in any Trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller or its licensors without further action by either Party; and (vi) The buyer shall use Seller's Intellectual Property Rights only in accordance with this agreement and any instructions of Seller. Buyer shall not: (i) take any action that may interfere with any of Seller's rights in or to Seller's Intellectual Property Rights, including Seller's ownership or exercise thereof; (ii) challenge any right, title, or interest of Seller in or to Seller's Intellectual Property Rights; (iii)make any claim or take any action against Seller's ownership of Seller's Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for Seller's Trademarks or any other Trademark that is similar to Seller's Trademarks, or that incorporates Seller's Trademarks in whole or in confusingly similar part; (v) use any mark, anywhere, that is confusingly similar to Seller's Trademarks; (vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Goods) or any Seller Trademark; (vii) misappropriate any of Seller's Trademarks for use as a domain name without prior written consent from Seller; or (viii) alter, obscure, or remove any of Seller's Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Goods), marketing materials, or other materials that Seller may provide.

Cancellations and Returns: Orders received and accepted by the seller may only be cancelled by the buyer with the seller’s written approval. No Goods may be returned without Seller’s written approval and authorization number. Unless otherwise agreed to in writing by Seller, Buyer may not return any goods which have been defaced, altered, installed, modified, or used in any way. All returned goods must be accompanied by necessary warranty information and are subject to inspection by the seller before any repair, replacement or credit, as the seller’s option, will be issued. Seller’s liability and Buyer’s sole and exclusive remedy for any claim against Seller shall be limited to repair, replacement or credit, at Sellers option, regarding goods returned to Seller at Buyer’s expense. Unless otherwise agreed upon in writing by the Seller, the buyer shall ship, at its expense and risk of loss, any return goods to the return location provided by Seller when authorizing such return (“Return Location”). If the seller exercises its option to replace any goods, the seller shall, after receiving the buyer’s shipment of return goods, ship to the buyer, at the buyer’s expense and risk of loss, replace the replacement goods. Buyer acknowledges and agrees that the remedies set forth in this paragraph are Buyer’s exclusive remedies. Except as provided under this paragraph, all sales of goods to the buyer are made on a one-way basis and the buyer has no right to return goods to the seller. Seller further reserves the right, in its sole discretion, to charge Buyer an additional 15% of the Order price for restocking or handling charges, plus any further expense incurred in freight or manufacturer return charges (“Restocking Charges”). However, such Restocking Charges will not apply if the Seller authorizes the return of goods as defective. 

NO WARRANTIES: SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MECHANTIBILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; or (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. PRODUCTS MANUFACTURED BY A THIRD PARTY ("THIRD PARTY PRODUCT") MAY CONSTITUTE CONTAIN, BE CONTAINED IN, INCORPORATED INTO, ATTACHED TO, OR PACKAGED TOGETHER WITH THE GOODS. FOR THE AVOIDANCE OF DOUBT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT. INSTEAD, SELLER’S OBLIGATION FOR THIRD PARTY PRODUCTS IS LIMITED TO THE ACTUAL WARRANTY EXTENDED TO SELLER BY THE THIRD PARTY MANUFACTURER. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY DIRECT LOSS OR DAMAGES, LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD UNDER THE ORDER LEADING TO SUCH PAYMENT. 

ASSUMPTION OF RISK: WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS.

Indemnification: Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party or Seller arising out of or occurring in connection with the Goods purchased from Seller or Buyer’s negligence, willful misconduct or breach of this Agreement. Buyer shall not enter into any settlement without Seller’s or Indemnified Party’s prior written consent. 

Insurance: Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability, providing coverage for contractual liability, in a sum no less than $1,000,000.00 combined single limit per occurrence and a $2,000,000.00 general aggregate, with financially sound and reputable insurers. Upon Seller’s request, the buyer shall provide Seller with a certificate of insurance from the buyer’s insurer, evidencing the insurance coverage specified in this agreement. The certificate of insurance shall name the seller as an additional insured. Except where prohibited by law, the buyer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.

Liquidated Damages: If the Buyer breaches, or threatens to breach, its obligations to Seller, the Buyer shall pay to the Seller an amount equal to at least 150% of the price of the applicable goods as "Liquidated Damages". The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Seller’s harm caused by such breach, or threat thereof, would be impossible or very difficult to estimate and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from such breach.

Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this agreement.

The subject of this Agreement between the parties shall be treated as confidential by Buyer and shall not be disclosed or used other than by Buyer in performing under this Agreement. Unless specifically agreed to in writing by an officer of Seller, neither Buyer not any other person, shall be entitled to, or have any control over, any engineering or production prints, drawings or other information which Seller, in its sole discretion, may consider in whole or in part to be Seller’s propriety or confidential information. 

Buyer agrees to take all necessary steps to assist Seller in perfecting a lien on the goods, including, but not limited to, the following: (1) Buyer will provide accurate information to Seller relating to the location where goods will be used/consumed; and (2) the name and address for any third-parties involved, if any. 

No waiver by Seller of any provisions of this Agreement is effective unless set forth in writing signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Minnesota. 

Seller shall be entitled to recover from the buyer, and the buyer agrees to pay, seller’s attorneys’ fees, employed time, costs and expenses incurred in protecting the seller’s rights or otherwise enforcing this agreement.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Seller reserves that right to amend these terms at its convenience. Buyer acknowledges and agrees that Buyer is responsible for reviewing the most current version of these Terms and that all Orders made subsequent to Seller’s amendment of these Terms shall be subject to the revised terms contained in any such amendment. Seller makes no representations or warranties concerning any Order except such as are expressly contained herein. Neither these terms, nor any Order, may be changed or modified orally. 

WARNING: Goods are subject to California Proposition 65. Goods contain chemicals known to the State of California to cause cancer and reproductive harm–www.P65Warnings.ca.gov.