Terms and Conditions
- CONDITIONS AND LIMITATIONS:
No order will be considered binding on the Seller, nor will a contract be formed, until the Seller has formally acknowledged the order using its own acknowledgment form, which is then sent to the Buyer. All orders are accepted by the Seller only under these terms and conditions. The Seller’s acceptance of the Buyer’s order is strictly limited to the terms expressly stated on the front and back of this document. Any additional or differing terms in the Buyer’s Purchase Order, or any attempt by the Buyer to alter or amend the terms of this acceptance, shall be considered material changes and are hereby rejected. Any special terms or conditions noted on the Seller’s acknowledgment, which this order is based on, are incorporated by reference and become an integral part of this agreement as if fully set forth herein. The Buyer may not assign this order or any rights, interests, or obligations hereunder without the prior written consent of the Seller. These terms and conditions may only be modified, amended, or rescinded by a written agreement, signed by authorized representatives of both parties, specifically referencing this document.
- ERRORS:
Any stenographic or clerical errors on the face of this document are subject to correction.
- PAYMENT TERMS:
All orders must be paid in full prior to processing or delivery. Customers with open accounts are subject to the terms established by Creekside Sourcing, LLC for their specific account. All accounts are due for payment within Net 30 days. Accounts that remain past due will incur a service charge of 1.5% per month (18% per annum) if payment terms are not met. Accounts that require collection efforts will be subject to reimbursement of all collection-related costs, including court costs and legal fees, in addition to the outstanding balance and service charges. The customer agrees to pay any reasonable costs and expenses, including attorney fees, incurred by Metals Depot to enforce payment or take legal action.
CREDIT CARDS – ORDERS: Customer agrees that their credit card will be pre-authorized for up to 110% of the estimated total price at the time the order is placed. Once order processing is complete, the credit card will be charged based on the final invoice amount.
INVOICES: Customer understands that if payment is made via credit card, no early payment discount will be applied to the invoice.
- PAYMENT DEFAULT: AND REMEDIES:
If the Buyer fails to make any payment when due to the Seller or to any other party, breaches any contract with the Seller, or files (or has filed against them) a petition in bankruptcy or insolvency, or makes an assignment for the benefit of creditors, then:
(a) The entire outstanding indebtedness of the Buyer to the Seller, under any order, shall become immediately due and payable, without the need for demand or notice from the Seller.
(b) The Seller, at its sole discretion, may cancel any order or shipment of goods made by the Buyer.
The failure or delay by the Seller in exercising any right, remedy, power, or privilege under this agreement, whether provided by law, statute, equity, or otherwise, shall not be considered a waiver of such rights. Furthermore, any single or partial exercise of any right, remedy, power, or privilege shall not preclude the full exercise of such rights or remedies thereafter. All rights granted to the Seller under this agreement, or by law, are cumulative and concurrent.
- TAXES:
Seller’s prices do not include any federal, state, or local sales, use, excise, or similar taxes. Therefore, in addition to the price specified herein, the Buyer shall be responsible for paying any present or future sales, use, excise, or other similar taxes applicable to the sale of the goods or to their use by either the Seller or the Buyer. Alternatively, the Buyer may provide the Seller with a valid tax exemption certificate acceptable to the relevant tax authorities.
- DELIVERY AND RISK OF LOSS:
Unless otherwise specified, all goods are shipped F.O.B. point of shipment. Risk of loss transfers to Buyer once the Seller delivers the goods to the carrier. Shipping dates are estimates, and Seller is not liable for any delays beyond the scheduled delivery date.
- INSPECTION AND ACCEPTANCE: Title and risk of loss pass to Buyer upon delivery of the goods to Buyer, Buyer’s agent, or the carrier for shipment, whichever occurs first. Buyer must inspect the goods immediately upon receipt and notify Seller within seventy-two (72) hours of any discrepancies in quantity or type. Notification must be made by telephone or telegraph and promptly confirmed in writing. Failure to provide such notice within the specified time frame constitutes acceptance of the goods by Buyer.
- WARRANTY:
Seller warrants that, at the time of delivery, the goods sold under this contract will be free from defects in title and will conform to applicable descriptions and specifications, subject to customary tolerances and variations, for a period not exceeding 12 months from the date of shipment. This warranty is exclusive and replaces all other warranties, whether express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.
Samples provided under this order are solely for evaluating the suitability of the goods and are not intended to serve as warranties, express or implied.
If Buyer discovers within 10 days of receiving the goods that they patently failed to meet this warranty or within 60 days of receipt that they contained latent defects, Buyer must notify Seller in writing within the applicable period and before the goods are processed or altered in any way. Upon receiving timely notice, Seller may, at its sole discretion:
(a) repair or provide a replacement for the defective goods, or
(b) refund the purchase price paid by Buyer.
- EXCLUSIVE REMEDY:
Buyer’s sole remedy for nonconforming goods under this warranty is limited to the repair, replacement, or refund as described above.
- LIMITATION OF LIABILITY:
Seller shall not be liable for any special, consequential, or incidental damages, including but not limited to labor charges, lost profits, or other losses, arising from or related to the subject matter of this agreement. This includes, without limitation, damages resulting from:
(a) breach of warranty, whether express or implied (including warranties of merchantability, fitness for a particular purpose, or otherwise), whether stated herein, arising from a subsequent agreement, or imposed by law;
(b) breach of contract;
(c) negligence;
(d) strict liability; or
(e) violation of any applicable law, regulation, provision, or court decision.
Without limiting the generality of the above, Seller shall not be liable for any loss or damage caused by delays in delivery of the goods or any other delays in performance under this agreement.
Seller shall not be liable for infringement claims arising from:
The use of the goods for purposes other than those for which they were sold;
The combination of the goods with other products or components; or
Goods manufactured or prepared according to Buyer’s specifications.
If goods are manufactured or prepared based on Buyer’s specifications, Buyer agrees to indemnify and hold Seller harmless from any claims or liabilities, including those related to patent or trademark infringement, resulting from such manufacture or preparation.
- ORDER CANCELLATIONS:
Buyer may cancel an order only with a written request, written authorization from Seller, and payment of a reasonable cancellation fee. The cancellation fee, determined by Seller, will account for factors including but not limited to expenses already incurred, commitments made, sales and administrative overhead, and lost profits.
- INSPECTION AND CLAIMS POLICY:
You must inspect your order immediately upon delivery for any damages, shortages, or inaccuracies. Your signature on the carrier’s delivery receipt confirms that the order was received in correct condition and undamaged unless otherwise noted.
IMPORTANT: Before accepting delivery, you must inspect and document any damages or shortages on the driver’s delivery receipt. No exceptions!
DO NOT REFUSE YOUR SHIPMENT, as this may result in additional charges for re-delivery. If damages occur, we will work with you to replace the damaged items. However, failure to note damages or shortages at the time of delivery on the driver’s receipt will indicate your acceptance of the shipment as-is and waive your right to file future claims.
In the event of an issue, you must notify us within 24 hours of receiving your order. Failure to notify us within this time frame constitutes acceptance of the materials as-is.
For damaged goods:
Retain the original shipping container, outer carton, and all packing materials.
The damaged merchandise must remain in its original packaging for carrier inspection.
For shortages or shipping errors:
Note the issue on the shipper’s form at the time of receipt.
Report it to Creekside Sourcing, LLC within 24 hours of delivery.
We will make every effort to assist you with carrier claims, corrections, or other remedies in a timely manner.
- PATENT INFRINGEMENT INDEMNITY:
Seller agrees to defend and hold Buyer harmless from any judgment for damages and/or costs rendered against Buyer in any legal action alleging infringement of a United States patent by goods supplied under this agreement, provided that:
Buyer promptly notifies Seller of the commencement of any such action;
Buyer authorizes Seller to settle or defend the action at Seller’s discretion; and
Buyer provides reasonable assistance as required by Seller in defending the action.
This indemnity represents the entirety of Seller’s liability for patent infringement.
- NUCLEAR FACILITY TERMS AND CONDITIONS AND EXCLUSION:
If Seller’s products are used, directly or indirectly, in connection with any facility where nuclear fuels, radioactive materials, or products are used, produced, processed, stored, transported, or handled (a “Nuclear Facility”), the following terms and conditions shall apply:
A. Decontamination Requirement:
Any product requiring repair or replacement, whether under a warranty claim or otherwise, must be decontaminated by Buyer at no cost to Seller. The decontamination must render the product safe for Seller to perform the necessary repair or replacement.
B. Indemnification for Nuclear Hazards:
Buyer agrees to defend, indemnify, and hold Seller harmless from and against:
1. Property Damage: All claims for loss or damage to real or personal property, including damage to any Nuclear Facility.
2. Personal Injury: All claims for personal injury, including injuries to employees of any Nuclear Facility.
This indemnity applies to all claims arising from nuclear energy or radiation hazards, or from nuclear incidents of any kind.
C. Insurance and Subrogation Waivers:
1. Buyer shall secure, from its property damage and public liability insurance carriers, waivers of all rights of recovery and subrogation against Seller.
2. Buyer further agrees to defend, indemnify, and hold Seller harmless from any claims asserted against Seller by such insurance carriers.
These additional terms are binding and enforceable in all cases where Seller’s products are associated with Nuclear Facilities as described above.
- GOVERNING LAW:
This order shall be governed by and construed in accordance with the laws of the State of Alabama, excluding its choice of law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this order.
- STATUTE OF LIMITATIONS PERIOD:
Any cause of action arising from this order or its breach must be initiated within one (1) year from the date the cause of action accrues.
- ENTIRE AGREEMENT AND MODIFICATION:
This order, along with any documents referenced herein, constitutes the complete and exclusive agreement between the parties. It may only be modified by a written agreement signed by both parties.
- ASSIGNMENT AND SUBCONTRACTING:
No part of this order may be assigned or subcontracted without the prior written consent of Seller.
- EXCUSABLE DELAYS/FORCE MAJEURE:
Neither party shall be liable for delays or defaults resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of war, fires, floods, strikes, pandemics, freight embargoes, or unusually severe weather.
- FRAUD AND FALSIFICATION WARNING:
The recording of false, fictitious, or fraudulent statements or entries on this document may be punishable as a felony under federal law.
