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PO Terms & Conditions

Purchase Order Terms and Conditions

Unless otherwise stated below, all purchase orders  of Steel City Supply (“Buyer”), including those transmitted electronically, are subject to the following terms and conditions of purchase (the “Terms”).  As used in these Terms, “Seller” means the name of the vendor specified in the order.  “Goods” and/or “Services” refer to the goods or services to be purchased by Buyer from Seller as described on the Order.  This “Order” refers to Buyer’s purchase order, including these Terms and “Contract” refers to any contract formed pursuant to an Order:

1. AGREEMENT -- This Order constitutes Buyer's offer and may be accepted by Seller (or Contractor where applicable) only in accordance with the terms hereof. Any acceptance herein of an offer of Seller, or any confirmation herein of a prior agreement between Buyer and Seller, is expressly made conditional on Seller's assent to the additional or different terms contained herein. This Order may be accepted by Seller by commencement of work, shipment of goods, or furnishing of services hereunder. Dispatch of Seller's acknowledgement form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer.

2. CHANGES -- Buyer shall have the right at any time to make changes in this Order by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller's costs or time of performance of this Order, Seller shall notify Buyer immediately and negotiate an adjustment.
3. PRICE -- If this Order is not priced it shall not be filled at prices higher than those last quoted and charged Buyer for the same articles. Charges for boxing, packaging or cartage will not be allowed or paid by Buyer unless otherwise expressly stated on this Order. An element of freight is included in the purchase price of the materials. All freight charges are to be paid by the supplier to the carrier without further liability to Steel City Supply, or its customer and/or consignee.

4. SHIPPING -- Buyer reserves the right to route all shipments. Delays in shipment shall be reported immediately by Seller to Buyer. Every package or other shipping unit, bill of lading, shipping memorandum and invoice must be marked with Buyer's Purchase Order Number. Seller's serial numbers must be shown on all shipping papers and invoices.

5. TIME OF THE ESSENCE -- Time of shipment and of other aspects of performance hereunder is of the essence of this agreement.

6. DELIVERY/TITLE -- Unless otherwise agreed, delivery shall be f.o.b. point of destination and title shall pass to Buyer upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by Buyer shall be the responsibility of Seller.

7. RIGHT OF INSPECTION AND REJECTION -- Material and equipment supplied by Seller shall be received subject to Buyer's inspection and approval within a reasonable time after delivery, notwithstanding prior payment. If specifications or warranties are not met, material and equipment may be returned at Seller's expense. No material or equipment returned to Seller as defective shall be replaced except upon Buyer's formal authorization.

8. ASSIGNMENT -- Neither this Order nor any interest therein nor any claim arising hereunder shall be transferred or assigned by Seller without the prior written consent of Buyer. Buyer may transfer or assign the benefits of this agreement, in whole or in part, including without limitation the Seller’s warranty, without the approval of Seller.

9. WARRANTY -- Seller warrants that all goods or services furnished pursuant to this Order will be free from defects in material or workmanship and will be in conformity with the requirements of this Order, including drawings and specifications, if any, and reasonably fit for the purpose disclosed in this Order or in such drawings and specifications, and Seller further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Seller's responsibility, will be free from defects in design. Buyer's approval of Seller's design or material shall not be construed to relieve Seller of the warranties set forth herein. Without limitation of any rights which Buyer may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Seller's expense. Buyer at its option may require Seller either to replace such goods at no increase in price (Seller must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith.

10. INVOICES -- All invoices shall be mailed to Buyer at its office as indicated on the face of this Order and will state Buyer's Purchase Order Number clearly on the Invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. No invoice shall be delivered by Seller to any employee of Buyer. An itemized delivery ticket, bearing Buyer's Purchase Order Number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit. The payment discount period will date from receipt of the invoice and not from the date of the invoice. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are to be borne by the Seller.

11. INSURANCE -- Seller shall maintain, at Sellers’s own expense, insurance coverage (including but not limited to, Workers Compensation, Employer’s Liability, Automobile Liability, Commercial General Liability) that will fully protect both Seller and Buyer from any and all claims and liabilities of any kind of nature for property damage, personal injury, death, and economic damage, to any person, that shall arise from the goods or their use for the performance of the services or any activities connected therewith.  If services are covered by an order, Seller shall maintain employee’s liability and compensation insurance that will protect Buyer from any and all claims and liabilities under any worker’s compensation or occupational safety and health laws.  Such policies shall be occurrence policies, not claims-made policies.  All insurance required by this paragraph shall be in such amounts and coverages, and shall be issued by such insurers, as to be satisfactory to Buyer.  Upon request by Buyer at any time, Seller shall furnish Buyer with certificates evidencing this insurance.  Buyer shall be named as an additional insured on an endorsement acceptable to Buyer.  

12. INDEMNITY -- Seller agrees tp protect , defend, indemnify and hold harmless Buyer, and its Related Parties, from and against any and all claims, actions, demands, liabilities, losses, cost and expense, including attorney fees, (1) arising out of any actual or alleged injury to or death of any person, or damage to any property, or any other damage to any property, or any other damage or loss, by whomsoever suffered, including Seller’s or Buyer’s agents or employees, resulting or claimed to result, directly of indirectly, from the purchase, shipment, storage, delivery, sale, use, servicing or other handling of the goods sold hereunder, without regard to whether such loss, damage, injury or liability is contributed to or cause by negligence of Buyer or its agents or employees; or (2) arising out of Seller’s violation of federal, State, or local statute, regulation, or requirement related to any authorization of Seller’s personnel to work in the United States; or (3) resulting from the actual or alleged breach of any of Seller’s warranties or other covenants herein; or (4) resulting from any actual or alleged trademark, patent or copyright infringement or trade secret misappropriation related to the goods sold hereunder.

13. MATERIAL SAFETY DATA SHEETS (MSDS) -- Upon the initial purchase of goods containing hazardous materials (as defined by federal and/or state law), Seller shall send a Material Safety Data Sheet (“MSDS”) to Buyer.  The MSDS must be on a form approved by the Occupational Safety and Health Administration.  Seller shall also send Buyer all revisions to any MSDS previously supplied.

14. TERMINATION -- Buyer, by written notice, may terminate this order, in whole or in part. In the event this order is terminated as a result of Seller's default, the Seller shall be liable for all damages allowed in law or equity, including the excess cost of reprocuring similar items. If this order is terminated for the convenience of Buyer, Seller will be compensated to the extent that items have been accepted by Buyer prior to the effective date of termination. Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the items ordered.

15. CONFIDENTIALITY/TRADE SECRETS -- All specifications, data and other information furnished by Buyer, or its agents, to Seller in connection with this order remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of Steel City Supply. In addition, the purchase of the Seller's product does not authorize the Seller to use the name of or make reference to Buyer for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of Steel City Supply.

16. APPLICABLE LAW -- The Order and the Contract shall be governed by, and interpreted according to, Pennsylvania law.  Any federal or state court in Allegheny County, Pennsylvania, at Buyer’s choice, may handle an action based upon or arising out of the Order or the Contract, and Seller irrevocably consents that the court shall have personal jurisdiction over Seller and waives an objection that the court is an inconvenient forum.

17. COMPLETE AGREEMENT -- Seller has not made any promises or representations to Buyer, and Buyer has not made any to Seller, that are not in these Terms.  Any change in, or waiver of, any provisions or these Terms, the Order, or Contact must be in writing, and signed by the Buyer.