Infra-Metals Co., a Georgia corporation d/b/a Delta Steel, Sugar Steel, and Smith Pipe & Steel Company (“Buyer”), and the party selling or providing goods and/or services (“Seller”) to Buyer hereby agree to the following Terms and Conditions of Purchase:
1. Seller’s Acceptance of Terms.
The Terms and Conditions constitute the final and entire agreement between Buyer and Seller relating to goods (“Goods”) and services (“Services”). By accepting the Purchase Order, shipping Goods, or performing Services, Seller agrees to these Terms and Conditions. No additional or conflicting terms from Seller shall apply unless accepted in writing by Buyer. These Terms govern all conflicts.
2. Price; Taxes.
Prices are firm and cannot be increased without Buyer’s consent. If unspecified, the lower of last quoted or market price applies. Prices include all costs, taxes, duties, and charges unless otherwise stated. Seller will reimburse Buyer for any required taxes.
3. Invoicing and Payment.
Buyer will pay undisputed invoices within 60 days or as required by law. Buyer may withhold payment for defects, claims, poor performance, or unpaid suppliers. Seller must reconcile invoices within 120 days or waive claims.
4. Identification; Shipping Notices.
All documents must include Seller name, Purchase Order number, description, quantity, and pricing details, and must be delivered promptly after completion or shipment.
5. Delivery and Delay.
Time is of the essence. Buyer may cancel unfulfilled portions if Seller fails to comply or breaches terms. Seller must notify Buyer of delays promptly.
6. Transportation, Delivery and Risk of Loss.
Seller is responsible for proper packaging and delivery. Title and risk remain with Seller until delivery and acceptance. Seller covers costs from improper handling.
7. Anticipation of Delivery Schedule.
Seller may not produce or ship early without approval. Early shipments may be returned at Seller’s expense.
8. Force Majeure.
Neither party is liable for delays due to uncontrollable events such as natural disasters, war, or government actions.
9. Inspection; Acceptance.
All Goods and Services are subject to Buyer inspection. Defective items may be rejected, returned, repaired, or discounted. Payment does not constitute acceptance.
10. Warranties.
Seller warrants Goods are new, defect-free, compliant with specifications and laws, and transferred with clear title. Services must meet industry standards. Buyer may require repair, replacement, refund, or price adjustment.
11. Buyer’s Property.
All property provided by Buyer remains Buyer’s property and must be properly stored, insured, and returned upon request.
12. Changes.
Seller must notify Buyer within five (5) days of any changes affecting cost or schedule. Changes require written agreement.
13. Compliance with Laws.
Seller must comply with all applicable laws, regulations, and government orders.
14. Indemnification.
Seller agrees to indemnify Buyer against all claims, damages, and losses arising from Seller’s actions, defects, or legal violations.
15. Insurance.
Seller must maintain required insurance coverage, including workers’ compensation, liability, and umbrella policies, and provide proof of coverage to Buyer.
16. Bankruptcy; Insolvency.
Buyer may terminate the Purchase Order if Seller becomes insolvent or files for bankruptcy.
17. Termination for Convenience.
Buyer may terminate at any time. Seller must stop work and negotiate reasonable termination costs.
18. Buyer’s Information.
All Buyer information is confidential and remains Buyer property. Seller must protect it, use it only for the Purchase Order, and return or destroy it upon request.
19. Intellectual Property.
Seller indemnifies Buyer against infringement claims related to Goods or Services, except where caused by Buyer’s designs or modifications.
20. Publications.
Neither party may make public announcements without written consent.
21. Default.
Buyer may terminate for Seller default, procure substitute Goods/Services, and recover damages. Buyer may also extend deadlines or adjust pricing.
22. Cumulative Remedies.
Buyer’s rights are cumulative and include all remedies available under law.
23. Set-Off.
Buyer may offset any amounts owed by Seller against payments due to Seller.
24. Dispute Resolution.
Disputes shall be resolved by arbitration per AAA rules at Buyer’s location, with costs paid by the losing party.
25. Taxes.
Seller is responsible for all taxes except agreed sales taxes explicitly stated on invoices.
26. Conflict Minerals.
Goods must be “DRC conflict free.” Seller will provide documentation and conduct supply chain due diligence.
27. Origin Control Clause.
Seller must comply with all trade sanctions laws and verify Goods do not originate from restricted entities.
28. Anti-Bribery.
Seller must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act and UK Bribery Act.
29. Waiver.
Any waiver must be in writing and does not waive future breaches.
30. Governing Law and Venue.
Governing law is the state in which Buyer is located. International sales conventions do not apply.
31. Prevailing Party.
The prevailing party in disputes may recover attorneys’ fees and costs.
32. Assignment and Third Party Rights.
Assignments require consent, except Buyer may assign to affiliates. No third-party rights are created.
33. Severability.
Invalid provisions are replaced without affecting the remainder.
34. Acceptance/Enforceability of Copies.
Buyer may accept copies of documents; Seller waives objections to their use.
35. Limitation of Liability.
Buyer is not liable for indirect or consequential damages. Total liability is limited to the purchase price.
36. Entire Agreement.
These Terms constitute the full agreement and may only be modified in writing signed by both parties.
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