CThru Metals Customer Terms and Conditions CThru Metals Supplier Terms and Conditions

CThru Metals Customer Terms and Conditions

  1. Written acknowledgement of this order or the delivery of any supplies or the furnishing of services in accordance with this order shall constitute acceptance by the Seller subject to all terms and conditions hereof. There is no other agreement or understanding other than stated herein.
  2. Buyer is under no obligation to accept any shipment exceeding the quantity specified in this order and reserves the right to return, at Seller’s expense all or any portion of such excess amount shipped.
  3. Seller expressly warrants that all articles and work pursuant to this order will conform to their specifications, drawings, samples and other descriptions furnished or specified by the Buyer and will be merchantable, of first-class material and workmanship and free from defect. When material is made to Buyer’s blueprint, design shall not be used elsewhere without permission of the Buyer.
  4. All blueprints, patterns or tools used in filling this order and charged to the Buyer are to be considered Buyer’s property and will be delivered to the buyer at the option of the buyer.
  5. Seller warrants that all articles delivered, or services rendered, pursuant to this order will have been produced, sold, delivered or rendered to Buyer in compliance with all applicable Government laws, orders and regulations, including but without limitation the Federal Fair Standards Labor Act, as amended, and those governing standards, safety requirements, employment practices and prices.
  6. Articles shall be received subject to inspection and approval by Buyer and Buyer’s right to return, at Seller’s expense, if defective or not in compliance with Buyer’s specifications. Defects shall not be deemed waived by Buyer for failure to discover any defect or failure to notify Seller of defect after receiving shipment.
  7. In supplying any material services hereunder, Seller undertakes performance as an independent contractor.
  8. If Seller fails to deliver as when specified, Buyer may cancel this order, or any part thereof, without prejudice to its other rights, and Seller may be charged with any loss sustained by Buyer as a result of failure to deliver.
  9. Seller agrees to defend, indemnify and save harmless Buyer and its personnel, customers and users of any product or service furnished pursuant hereto against any claim, loss, damage, demand and expense (including reasonable attorney’s fee incurred in defending against the same) resulting from or arising out of:
    • The performance of labor, work for service under or in the connection with this order;
    • Actual or alleged infringement of any- patent, copyright or like right.
    • Any defect in any product or service or work furnished pursuant hereto.
  10. Seller should not be liable for damages or delays in delivery beyond its control, but should such delays occur Buyer may agree to a revised delivery schedule or cancel this order without further liability on the part of the Buyer.
  11. If Seller ceases to conduct its operations in normal course (including becoming unable to meet its obligations as they mature) Buyer may cancel this order without further liability except for performance theretofore completed in accordance with the terms hereof.
  12. No variation of these terms in any confirmation of this purchase order shall apply unless agreed to in writing by Buyer. This purchase order and the underlying agreement have been entered into the State of Connecticut and both parties agree to confer jurisdiction upon the courts of that State to settle any dispute which may arise between the parties. In all such instances the law of the State of Connecticut shall be applied and control.
  13. By prior notice, suppliers shall allow CThru Metals and CThru Metals customers’ access to both their facilities and their supplier’s facility for the purpose of evaluating parts, processes, documents (i.e., FMEA, Control Plan, Instructions, records….), methodologies and systems used in the manufacturing of CThru Metals products.
  14. CThru Metals may, at its discretion, use 3rd Party independent auditors. These individuals represent CThru Metals and will audit the supplier’s processes to establish conformance to validated quality systems.

CThru Metals Supplier Terms and Conditions

  1. Contract Formation.
    CThru Metals, LLC (the “Seller”) agrees to sell the products described on the quotation only upon the terms and conditions of sale set forth herein, which, accordingly, supersede any of Buyer’s additional, different or inconsistent terms or conditions. If Seller does not receive written objection of any of these terms and conditions within ten (10) days or if Buyer accepts delivery of the products, these terms and conditions shall be deemed accepted by Buyer. Failure of Seller to object to provisions contained in any purchase order or communication from Buyer shall not be construed as an acceptance of any such provisions nor as a waiver of these terms and conditions.
  2. Payment Terms and Prices.
    (A) Unless other terms are specified, payment is due and payable in full thirty (30) days from date of invoice. If accounts are not paid when due, the contract price shall be increased by 1 % per month on the unpaid balance.

    (B) Any manufacturer’s retailer’s, occupation, use, sales, or excise tax, duty, custom inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between Seller and Buyer shall be paid by Buyer in addition to the contract prices quoted or invoiced unless Seller specifically states that such taxes or charges are included in the contract price. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor, or, in lieu of such payment, at the time the order is submitted Buyer shall provide Seller an acceptable certificate exempting Seller for any such tax, fee or charge.

    (C) Contract prices are subject to adjustment to Seller’s prices in effect at time of shipment in the event of increases in the cost of labor or materials from date of any quotation or order. All prices are based on the quantity specified and for single shipment to one destination.
  3. Tolerances and Samples: Measure of Quantity: Acceptance of Products.
    (A) Unless otherwise specified by Seller in writing contract prices reflect products manufactured to Seller’s standard tolerances and do not include submitting samples prior to production.

    (B) The quantity of all products sold is measured by length and Seller’s length measurement calculations shall be the final and conclusive determination of the quantity of products delivered.

    (C) All claims for errors or shortages or damaged products must be made by Buyer within thirty (30) days after products are received. Failure to make any such claims within such time is deemed to constitute an irrevocable acceptance of products delivered in conformity with this Agreement.

  4. Tooling.
    (A) All Expanded Metal Tooling is the property of Seller. Tooling dimensions and specifications are considered confidential intellectual property of the Seller and will not be disclosed.

  5. Right of Entry.
    Buyer is permitted entry to Seller’s office with reasonable notice at a mutually agreed upon time. Buyer is not permitted at any time in Seller’s manufacturing plant. Seller’s manufacturing equipment and processes are considered confidential intellectual property of the Seller and will not be disclosed.
  6. Delivery.
    (A) Delivery will be F.O.B. point of shipment where risk of loss passes to Buyer. Seller may make delivery in installments or partial shipments. All such installments or partial shipments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Seller reserves the right to under ship or over ship within ten percent (10%) of specified quantities and to make delivery prior to scheduled delivery dates.

    (B) If shipment is deferred at Buyer’s request, payment shall be due and payable upon notification by Seller that products manufactured pursuant to this Agreement are ready for shipment. In case of such delay in shipment, storage shall be at the Buyer’s risk and expense.

    (C) Seller shall not be liable for any costs, expenses or damages of any nature (whether general, consequential, as a penalty or liquidated or otherwise) arising out of owing to (i) any delays in delivery or (ii) failure to make delivery at agreed or specified times due to circumstances beyond Seller’s reasonable control. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
  7. Security Interest.
    Seller retains a security interest in the products until Buyer has paid in cash the full purchase price when due, interest at the highest lawful contract rate until so paid and the costs of collection including reasonable attorney’s fees. Buyer shall perform all acts necessary to perfect retention of the Seller’s security interest against the rights or interest of third persons. In the event Buyer defaults in payment of any part of the purchase price when due or fails to comply with any and all provisions of this contract. Seller shall have the remedies available under the Uniform Commercial Code and the State of Connecticut.
  8. Warranty Matters.
    (A) LIMITED WARRANTY: For a period of thirty (30) days from Buyer’s receipt. Seller warrants to Buyer the products sold hereunder will be:
    In conformity with applicable written specifications and descriptions;
    Free from defects in materials and workmanship; Merchantable; and Suitable for a particular purpose provided such is implied by state law under the circumstances of this transaction.

    (B) WARRANTY ADJUSTMENT: All claims for adjustment under this limited warranty must be made within the warranty period. The obligation of Seller under this warranty shall be limited to reworking or replacing F.O.B. Seller’s plant, or allowing credit at Seller’s option, any products which may prove to be thus defective, provided that Buyer gives Seller prompt notice of defects during the warranty period, and, if required by Seller, returns the product to Seller with transportation charges prepaid and Seller’s inspection confirms the defects. It is expressly agreed that this remedy of reworking, replacement or credit, at Seller’s option, is the Buyer’s exclusive remedy under this contract.

    GOODS RETURNED WITHOUT WRITTEN PERMISSION OF SELLER WILL NOT BE ACCEPTED FOR CREDIT and will be returned freight collect to Buyer F.O.B. Seller ‘s plant. Expenses incurred by Buyer in reworking or replacing any defective products will not be allowed except by written permission of the Seller.

    (C) LIMITATION OF LIABILITY: THIS WARRANTY IS LIMITED SOLELY TO THE ABOVE AND APPLIES ONLY FOR THE PERIOD SET FORTH. SELLER WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY OR ARISING IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS. SELLER’S MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE CONTRACT PRICE FOR THE PRODUCTS CLAIMED TO BE DEFECTIVE OR UNSUITABLE.

    (D) EXCLUSION OF FURTHER WARRANTY: THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, ORAL OR EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN THIS PARAGRAPH 7 AND TO THE EXTENT PERMITTED BY LAW THERE ARE NO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. THE PROVISIONS OF THIS PARAGRAPH 8 SHALL BE APPLICABLE TO BOTH IMPLIED WARRANTIES (IF ANY) AND EXPRESS WARRANTIES.
  9. Patent Indemnity.
    If any product incorporates a design furnished or modification requested by Buyer, Buyer shall indemnify Seller against all expenses, costs and loss relating to any real or alleged infringement of any United States or other patent by reason thereof, and shall defend any such claimed infringement.
  10. Performance Delays.
    Seller shall not be liable for loss, damage or delay resulting from acts of God or causes beyond Seller’s reasonable control or caused by strikes or labor difficulties, acts or omissions of any governmental authority or the Buyer, accident, insurrection or riot, fires, floods, breakdown of essential machinery, priorities or embargoes, shortages, delays in transportation or inability to obtain labor, services, energy, fuels, or materials from usual sources. In the event of any delay from such sources, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay.

  11. Complete Agreement.
    THE COMPLETE AGREEMENT BETWEEN THE SELLER AND BUYER IS CONTAINED HEREIN AND NO ADDITIONAL OR DIFFERENT TERM OR CONDITION STATED BY BUYER SHALL BE BINDING UNLESS AGREED TO BY SELLER IN WRITING. No course of prior dealings and no usage of the trade shall be relevant to supplement or explain any terms used in the Agreement. This Agreement (a) may be modified only by a writing signed by both the Seller and Buyer, (b) shall be governed by the Connecticut Uniform Commercial Code, and (c) may not be cancelled or terminated by Buyer except with Seller’s written consent and upon payment of Seller’s loss, damages and expenses arising from any cancellation or termination The failure of the Seller to insist upon strict performance of any of the terms and conditions stated herein shall not be considered a continuing waiver of any such term or condition or any of the Seller’s rights.

CThru Metals, LLC
Revision A Oct. 5th 2022