Terms & Conditions of Sale
These terms and conditions of sale included below are incorporated herein by reference to each invoice provided by Bemidji Steel Company (“Agreement”). This Agreement consists of a legal agreement between the purchaser listed on the invoice, whether individual or entity (“You/Purchaser”) and Bemidji Steel Company, a Minnesota limited liability company (“Company”). By accepting delivery of the goods included on the invoice (“Products(s)”), You acknowledge that You have read and agrees to be bound by this Agreement.
Any changes or modifications written on any invoice received by Purchaser or requested by Purchaser are expressly rejected by Company. This Agreement and any documents specifically incorporated herein consist of the entire agreement and understanding between the Purchaser and Company, and supersedes any prior or contemporaneous representations or agreements, written or oral.
EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRODUCTS ONLY CARRY THE ORIGINAL MANUFACTURER'S WARRANTY, IF ANY, AND COMPANY IS NOT RESPONSIBLE FOR, AND MAKES NO EXPRESS OR IMPLIED WARRANTIES, WITH RESPECT TO PRODUCTS.
ANY DESCRIPTION OF PRODUCTS ON THE INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM AND DOES NOT CONSTITUTE A WARRANTY OF ANY KIND. THE PRODUCTS ARE PROVIDED AS-IS AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE PURCHASER. If an implied warranty or condition is created by the Purchaser’s state and/or jurisdiction, and federal or state/provincial law prohibits the disclaimer of it, You also have an implied warranty or condition to the extent of such laws, as applicable.
Except for any credit elected by Company for Approved Returns (defined herein), YOU ARE NOT ENTITLED TO ANY ADDITIONAL DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LOST REVENUE OR PROFITS. Company and its suppliers’ entire liability, and Your exclusive remedy, for any Approved Return; any alleged breach by Company of this Agreement, whether arising under contract, tort (including negligence), strict liability, any statutory remedy, or any other cause of action whatsoever; or for any other alleged liability against Company relating to the Products, shall not exceed a full refund of Your purchase price of the Product, to be determined at Company’s sole discretion.
Terms of Payment. The total purchase price stated on the invoice is stated in U.S. currency and is due and payable in U.S. currency in the form of cash, credit card or check within thirty (30) calendar days of the date of each invoice (“Due Date”). All invoices and credit accounts which are not paid by the Due Date shall be assessed interest at a rate of 1-1/2% or the highest legal rate under state law, whichever is lower, for each month the invoice and/or the credit account remains unpaid after the Due Date. Any balance not paid within ninety (90) calendar days after the Due Date shall be considered in “Default” and entitle Company the right to pursue legal action or transfer the account to collections on the amount in Default. Company shall be entitled to assess You for any collection fees, attorneys’ fees, court fees or other costs associated with the collection of any balance not received by the Due Date. Any sales taxes will be reflected on the reverse side of this Agreement and added to the total purchase price. Company shall have the right to withhold delivery of any supplemental orders placed by Purchaser in the event the Purchaser has any amount due in Default.
Terms of Delivery. Unless the Purchaser and Company agree in writing otherwise, all shipments are F.O.B. point of original shipment. The risk of loss of goods, in the event of a breach or otherwise, passes to the Purchaser upon Company's delivery of the goods to the carrier for shipment. The Purchaser shall provide Company with the exact address of the place of delivery. Transportation charges when made freight prepaid by Company will be charged on the invoice as freight and handling. All other delivery charges will be paid by the Purchaser directly to the carrier.
Acceptance. Products consisting of whole uncut steel pieces that are free of rust, damage or modification (“Uncut Steel”) that are shipped to Purchaser shall be subject to acceptance by Purchaser within five (5) calendar days of receipt of shipment (“Inspection Period”). Purchaser must promptly inform Company in writing of any Uncut Steel that the Purchaser believes is non-conforming; any shortages in the order; any Uncut Steel shipped in error; or any other request for return by the Purchaser before the expiration of the Inspection Period (“Request for Return”). Except for the Request for Return on Uncut Steel, no refunds may be made on any other Products, including, but not limited to any cut, processed or otherwise customized Products (“Custom Products”). Custom Products are not subject to cancellation once the order has been placed by the Purchaser. Company shall not be responsible for damage to its Products, or damage caused by its Products, resulting from improper installation, maintenance, unintended use or attempts to operate such Products beyond their mechanical or electrical capacity, intentionally or otherwise, or any unauthorized repair of its Products. Upon receipt of a Request for Return, Company, at its sole discretion may either approve the Request for Return in writing (“Approved Return”) or reject the Request for Return, but not to be unreasonably withheld by Company. If no Request for Return during the Inspection Period of Uncut Steel is received, the Uncut Steel and the invoice shall be deemed accepted. All Approved Returns not caused by Company's shipping error will be subject to handling and restocking charges and must be in clean, resalable condition with freight prepaid. Company will deduct the amount of all proper Approved Returns from the invoice or account of Purchaser, less any transportation, restocking and/or handling charges.
Force Majeure. Company shall not be responsible for any expense, loss, or damage resulting from delay or prevention of performance caused by fires; floods; Acts of God; strikes; labor disputes; labor shortages; lack of or reasonable inability to obtain materials, fuel, supplies, or equipment; riots; thefts; accidents; transportation delays; an act of failure to act by the Government; a major equipment breakdown; or any other cause beyond the reasonable control of Company.
Personal Guaranty. Each Purchaser, jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment to Company of any unpaid balance due, and to repay any Default on demand, without requiring Company first to enforce payment against the Purchaser. By placing an order on behalf of an entity, such individual Purchaser hereby acknowledges and agrees that by placing such order, the individual Purchaser jointly and severally agrees to personally guarantee the performance of the entity and all terms, covenants and conditions to which the entity Purchaser is bound under this Agreement.
Taxes. Each Purchaser is responsible for paying the applicable sales tax for Products, unless a completed Form ST3, Certificate of Exemption is provided at the time the Product order is placed, or before the Products have been delivered to the Purchaser (“Retailer Exemption”). By claiming a Retailer Exemption, You hereby acknowledge you take sole responsibility for collecting all applicable taxes at the time the Products are resold, and if any Products exempt for resale are later used and not sold, You are solely responsible for reporting the cost of such Products as use tax purchases.
No Waiver. Any delay or failure by Company to enforce or pursue any of its remedies upon a breach by Purchaser shall not be construed as a waiver of Company's rights under this Agreement or applicable state law.
Assignment. No right or interest under this Agreement may be assigned by either party without the written consent of the other party.
Severability. If any part of this Agreement is deemed unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect.
Governing Law. This agreement shall be construed under and controlled in all respects by the law of the state of Minnesota.