Terms and Conditions
1.Signed Contract: These Terms and Conditions and Buyer’s Purchase Order to Appleton Steel, Inc. are the “Contract.” All terms and conditions contained in any prior or subsequent oral or written communications, including, without limitation, terms and conditions contained in Buyer’s Purchase Order, which are different from or in addition to the Contract are hereby rejected and shall not be binding on Appleton Steel, Inc. and Appleton Steel, Inc. hereby objects thereto.
2. Production of Product for Customer/Cancellation of Contract: The product being purchased by Buyer from Appleton Steel, Inc. is being custom made to Buyer’s specifications. Buyer acknowledges that it has been informed the Appleton Steel, Inc. cannot specify exactly when production of Buyer’s product will commence. Appleton Steel, Inc. will notify Buyer via email and in writing when it is four weeks from commencing production on Buyer’s product and demand that Buyer pay a non-refundable 10% down payment on the purchase price which must be paid before Appleton Steel, Inc. commences production of Buyer’s product. Buyer may cancel the contract without cost at anytime prior to said notification and/or upon notification that work will commence and demand of the 10% down payment. Appleton Steel, Inc. will then notify Buyer that work has commenced and upon said notification, if Buyer cancels the Contract at anytime following notification that production has commenced on Buyer’s product, Buyer shall be liable to Appleton Steel, Inc. for a total of 75% of the purchase price plus attorneys’ fees and costs associated with the collection of the balance of the 75%.
3.Pricing: Appleton Steel, Inc. requires payment of 10% of the contract price upon notification that Appleton Steel, Inc. will begin production of Buyer’s product in four weeks (Appleton Steel, Inc. will not begin production of Buyer’s product until the 10, with the remainder to be paid within 30 days following delivery). Invoices remaining unpaid for more than 30 days following delivery will accrue interest at a rate of 18% per annum. Until delivery, the Buyer shall be obliged to accept changes to the price caused by documented increased costs for Appleton Steel, Inc. as a consequence of changes to raw material prices, exchange rates, custom duties, taxes, duties, etc., regarding the agreed product.
4. Delivery: Unless otherwise agreed upon, Buyer will pick up product after completion from Appleton Steel, Inc. If requested, Appleton Steel, Inc. shall deliver the product strictly in accordance with the delivery requirements and deadlines set forth in this Contract. Buyer shall be responsible for obtaining a title and license plate in accordance with the State law in which Buyer is situated.
5. Force Majeure: If Seller is delayed in the manufacture of the product beyond the lead time quoted in the Contract, shipment or delivery of the Goods due to any breach of this Agreement by Buyer, act of God, labor dispute or strike, war or civil disturbance, or any other cause beyond Seller’s control and not due to Seller’s fault or negligence which Seller could not reasonably anticipate and avoid, then the date of delivery shall be extended for a reasonable period of time. If such delay continues for more than sixty (60) days, Buyer shall have the right to terminate this Contract.
6. Risk of Loss; Title: Title and risk of loss shall pass to Buyer at shipping point regardless of method of shipping.
7. Warranty: Appleton Steel, Inc. warrants that at the time of delivery, goods sold herein will meet Appleton Steel, Inc.’s specifications for such products. APPLETON STEEL, INC. MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
8. Defective or Nonconforming Goods: Buyer shall have the right but not the obligation to inspect the purchased product. If any of the product is defective or otherwise not in conformity with the requirements of this Agreement, the Buyer’s sole remedy is repair or replacement of nonconforming Goods.
9. Notices: Unless otherwise provided in this Contract, any required notices shall be sent in writing, by certified mail (return receipt requested), reputable overnight courier, telecopy or hand delivery, to the applicable party at the respective address shown on the Purchase Agreement, and shall be deemed effective on the date received. Either party may change its notice address by giving advance notice of such change to the other party in accordance with this Article 9.
10. Entire Agreement: This Contract, together with the additional, non-conflicting terms, if any, set forth in the applicable Purchase Order, constitutes the entire agreement between Buyer and Appleton Steel, Inc. with respect to the Goods. All prior and contemporaneous proposals, negotiations, representations, and agreements with respect to the Goods are merged into this Contract and no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Contract. This Contract may not be altered, modified, superseded, or amended and no additional or different terms shall become a part of this Agreement, except pursuant to a writing specifically referencing this Contract which is signed by both parties to this Contract.
11. Limitation of Liability: Appleton Steel, Inc.’s total liability and Buyer’s exclusive remedy for any cause of action associated with the Contract, whether based in tort, contract, strict liability or any other legal theory is expressly limited to replacement of nonconforming goods or payment in an amount not to exceed the purchase price of the goods sold herein for which damages are claimed at Appleton Steel, Inc. In no event shall Appleton Steel, Inc. be liable for any other damages including without limitation, incidental, special, punitive or consequential damages including loss of profits, loss of production, loss of use, or any other indirect damage or loss of any kind to Buyer.
12. Governing Law: The contractual relationship between Appleton Steel, Inc. and Buyer relating to the supply of the goods sold herein shall be governed by, and construed in accordance with, the laws of the State of Wisconsin as though made and to be fully performed in said state.
13. Choice of Venue: If there is a lawsuit, Buyer agrees upon Appleton Steel, Inc.’s request to submit to the jurisdiction of the courts of Outagamie County, State of Wisconsin.
14. Attorneys’ Fees; Expenses: Should litigation between Buyer and Appleton Steel, Inc. arise under the terms of the Contract, the prevailing party shall be entitled to Attorneys’ Fees and Expenses from the other party unless otherwise set forth in these Terms and Conditions.
Rev: 05/2020
2. Production of Product for Customer/Cancellation of Contract: The product being purchased by Buyer from Appleton Steel, Inc. is being custom made to Buyer’s specifications. Buyer acknowledges that it has been informed the Appleton Steel, Inc. cannot specify exactly when production of Buyer’s product will commence. Appleton Steel, Inc. will notify Buyer via email and in writing when it is four weeks from commencing production on Buyer’s product and demand that Buyer pay a non-refundable 10% down payment on the purchase price which must be paid before Appleton Steel, Inc. commences production of Buyer’s product. Buyer may cancel the contract without cost at anytime prior to said notification and/or upon notification that work will commence and demand of the 10% down payment. Appleton Steel, Inc. will then notify Buyer that work has commenced and upon said notification, if Buyer cancels the Contract at anytime following notification that production has commenced on Buyer’s product, Buyer shall be liable to Appleton Steel, Inc. for a total of 75% of the purchase price plus attorneys’ fees and costs associated with the collection of the balance of the 75%.
3.Pricing: Appleton Steel, Inc. requires payment of 10% of the contract price upon notification that Appleton Steel, Inc. will begin production of Buyer’s product in four weeks (Appleton Steel, Inc. will not begin production of Buyer’s product until the 10, with the remainder to be paid within 30 days following delivery). Invoices remaining unpaid for more than 30 days following delivery will accrue interest at a rate of 18% per annum. Until delivery, the Buyer shall be obliged to accept changes to the price caused by documented increased costs for Appleton Steel, Inc. as a consequence of changes to raw material prices, exchange rates, custom duties, taxes, duties, etc., regarding the agreed product.
4. Delivery: Unless otherwise agreed upon, Buyer will pick up product after completion from Appleton Steel, Inc. If requested, Appleton Steel, Inc. shall deliver the product strictly in accordance with the delivery requirements and deadlines set forth in this Contract. Buyer shall be responsible for obtaining a title and license plate in accordance with the State law in which Buyer is situated.
5. Force Majeure: If Seller is delayed in the manufacture of the product beyond the lead time quoted in the Contract, shipment or delivery of the Goods due to any breach of this Agreement by Buyer, act of God, labor dispute or strike, war or civil disturbance, or any other cause beyond Seller’s control and not due to Seller’s fault or negligence which Seller could not reasonably anticipate and avoid, then the date of delivery shall be extended for a reasonable period of time. If such delay continues for more than sixty (60) days, Buyer shall have the right to terminate this Contract.
6. Risk of Loss; Title: Title and risk of loss shall pass to Buyer at shipping point regardless of method of shipping.
7. Warranty: Appleton Steel, Inc. warrants that at the time of delivery, goods sold herein will meet Appleton Steel, Inc.’s specifications for such products. APPLETON STEEL, INC. MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
8. Defective or Nonconforming Goods: Buyer shall have the right but not the obligation to inspect the purchased product. If any of the product is defective or otherwise not in conformity with the requirements of this Agreement, the Buyer’s sole remedy is repair or replacement of nonconforming Goods.
9. Notices: Unless otherwise provided in this Contract, any required notices shall be sent in writing, by certified mail (return receipt requested), reputable overnight courier, telecopy or hand delivery, to the applicable party at the respective address shown on the Purchase Agreement, and shall be deemed effective on the date received. Either party may change its notice address by giving advance notice of such change to the other party in accordance with this Article 9.
10. Entire Agreement: This Contract, together with the additional, non-conflicting terms, if any, set forth in the applicable Purchase Order, constitutes the entire agreement between Buyer and Appleton Steel, Inc. with respect to the Goods. All prior and contemporaneous proposals, negotiations, representations, and agreements with respect to the Goods are merged into this Contract and no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Contract. This Contract may not be altered, modified, superseded, or amended and no additional or different terms shall become a part of this Agreement, except pursuant to a writing specifically referencing this Contract which is signed by both parties to this Contract.
11. Limitation of Liability: Appleton Steel, Inc.’s total liability and Buyer’s exclusive remedy for any cause of action associated with the Contract, whether based in tort, contract, strict liability or any other legal theory is expressly limited to replacement of nonconforming goods or payment in an amount not to exceed the purchase price of the goods sold herein for which damages are claimed at Appleton Steel, Inc. In no event shall Appleton Steel, Inc. be liable for any other damages including without limitation, incidental, special, punitive or consequential damages including loss of profits, loss of production, loss of use, or any other indirect damage or loss of any kind to Buyer.
12. Governing Law: The contractual relationship between Appleton Steel, Inc. and Buyer relating to the supply of the goods sold herein shall be governed by, and construed in accordance with, the laws of the State of Wisconsin as though made and to be fully performed in said state.
13. Choice of Venue: If there is a lawsuit, Buyer agrees upon Appleton Steel, Inc.’s request to submit to the jurisdiction of the courts of Outagamie County, State of Wisconsin.
14. Attorneys’ Fees; Expenses: Should litigation between Buyer and Appleton Steel, Inc. arise under the terms of the Contract, the prevailing party shall be entitled to Attorneys’ Fees and Expenses from the other party unless otherwise set forth in these Terms and Conditions.
Rev: 05/2020