Terms and Conditions of Sale

Titus Steel Company Limited (the Seller) agrees to sell the Goods (“Goods”) described on or in the Seller’s Quotation or Invoice or Contract, sometimes referred to as the “Quotation/Invoice/Contract” to the buyer.

1. Governing Terms and Conditions: The Terms, Conditions and Warranty (hereinafter referred as TCW), set forth hereunder shall constitute the exclusive agreement between the Seller and Buyer for the sale of Goods. This TCW shall supersede all prior negotiations, statements, agreements or commitments, whether oral or written, with respect to the sale of the Goods. Seller hereby gives notice that it rejects any other TCW contained in any document which has been or may in the future be supplied by Buyer to Seller which is different from, inconsistent with or attempts to vary any of the TCW contained hereunder. Buyer’s failure to object in writing, to any provision contained herein within 5 days from receipt of any offer to sell the goods made by Seller shall constitute Buyer’s full acceptance of the TCW contained herein.
2. Modifications: No modification of these TCW shall be binding on the Parties unless such modification is expressly accepted in writing by the Parties, specifically stating that it is a modification of this TCW.
3. Price: Unless otherwise expressly provided on Seller’s Quotation, Invoice or Contract, the prices specified on said Quotation, Invoice or Contract shall be the price in effect for the Goods at the time of shipment to Buyer.
4. Taxes and Duties: The purchase price for Goods does not include any taxes, duties, tariffs or other charges imposed by any governmental authority upon the purchase, sale, value, use, transportation or storage of Goods, all of which Buyer agrees to pay or alternatively to reimburse Seller upon demand for any such amounts .
5. Delivery, Title and Risk: Goods shall be deemed to be delivered to Buyer and title shall pass at the time and place at which seller completes his performance with respect to the physical delivery of goods as agreed between the parties. When title passes Buyer shall assume all risk of loss with respect to Goods from and after the time of such delivery.
6. Time of Shipment: The shipping dates quoted on the Seller’s Quotation, Invoice or Contract are approximate only. Seller does not guarantee to ship in the time frame specified but will exercise all reasonable efforts to do so. If Seller is unable to ship Goods in accordance with the dates specified, Seller reserves the right to reasonably extend such dates upon giving notice to Buyer. Seller may make partial shipments of Goods, unless otherwise specified on the Invoice/Contract, and payment for any portion of Goods so shipped shall become due in accordance with the terms of payment set out below.
7. Force Majeure: If Sellers performance of its obligations under this TCW is delayed or made impossible or commercially impracticable due to any cause beyond Seller’s reasonable control (including, without limitation, acts of God, labor disputes, compliance with government regulations, equipment failure, shortages in transportation, inability to obtain necessary labor or raw materials, or defects or delays in the performance of its suppliers or subcontractors), Seller shall have such additional time as may be reasonably necessary under the circumstances.
8. Routing and Freight Charges: Without limiting the provisions of paragraph 5, any shipment of goods beyond Seller facility shall be arranged and paid for by Buyer. This includes all charges from Sellers facility to the shipping destination(s), charges for packing, loading, brokerage, spotting, switching, unloading, storage or demurrage and any and all other charges. Sellers agrees to assist Buyer in making these shipping arrangements.
9. Payment: Unless otherwise expressly provided, Buyer shall make payment to Seller, for the full price of the Goods within 30 days from the date of issuance of the Invoice to Buyer. Unless otherwise expressly provided, the purchase price specified on the Sellers Invoice shall be paid in legal tender of the United States of America or its equivalent in Canadian Dollars.
10. Default: If Buyer fails to make payment in full for Invoiced Goods within the time period set forth above or within the time period expressly agreed upon in writing by the parties, such failure to pay on time constitutes a material breach of contract by Buyer, permitting Seller to suspend production, shipment or delivery under this or any other contract between Buyer and Seller. If Seller takes legal action to collect any amount due, Buyer shall pay all court costs plus reasonable attorney fees incurred by Seller in bringing such legal action.
11. Warranty and Disclaimer: THE FOLLOWING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AS TO QUALITY OR FITNESS OF THE GOODS, WRITTEN, ORAL OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller expressly warrants that, at the time of delivery, Goods furnished to the Buyer will comply with the company’s standard operating tolerances and fabrication parameters unless specifically set forth on the Quotation or Invoice or Contract. Goods are also subject to the warranty and quality control standards of the producing mill as tested and detailed in the Mill Certificate / Report (MTR) provided by the mill for each specific heat. Said MTR complies with the applicable ASTM or EN standard specified for that grade of steel. Titus Steel will supply said MTR upon request in respect of such Goods.
12. Exclusive Remedies: If any Goods fail to conform to the express warranty set forth above in paragraph 11, Seller shall, at its option, either: (a) replace such non-conforming Goods; or (b) repay or credit the purchase price paid for such Goods to Buyer. Buyer shall not return any such non-conforming Goods to Seller or incur any shipping or other charges in respect of such Goods without Sellers prior written consent. Replacement of or repayment or credit for such non-conforming Goods shall be Buyer’s exclusive remedy for and shall constitute satisfaction of any and all liabilities of Seller with respect to any non-conformance of or defect whatsoever in Goods (including any liability for direct, indirect, special, incidental or consequential damages) whether in warranty, contract, tort, negligence, strict liability or otherwise. Seller’s warranty obligation shall be conditioned upon receipt of any alleged non-conformance shortage or error to specifications within 30 days after delivery to Buyer. All Goods claimed to be defective shall be held for inspection by Seller.
13. Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFITS OR LOSS OF ANTICIPATED BUSINESS, COST OF SUBSTITUTE GOODS, DOWNTIME COSTS, DELAYS, OR CLAIMS OF CUSTOMERS OF BUYER OR OTHER THIRD PARTIES OR OTHER DAMAGES WHETHER BASED IN WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SELLERS LIABILITY EXCEED THE PURCHASE PRICE ALLOCABLE TO GOODS GIVING RISE TO BUYER’S CLAIM.
14. Limitation of Actions: NO SUITOR CLAIM BASED ON ANY CAUSE OF ACTION, REGARDLESS OF FORM, ARISING FROM, OR IN ANY WAY CONNECTED WITH THIS CONTRACT OR GOODS FURNISHED TO BUYER, MAY BE BROUGHT BY BUYER OR ANY PARTY CLAIMING THROUGH BUYER MORE THAN ONE YEAR AFTER THE DATE THAT SUCH CAUSE OF ACTION ACCRUED.
15. Obligation to Pass on Limitations. If Buyer resells any of the Goods, it will include the language contained in Sections 11 through 14 of this Acknowledgement.
16. Acceptance of Orders: Salespersons or other representatives of Seller are only authorized to solicit orders from prospective buyers and have no authority to accept orders on behalf of Seller. Orders may only be accepted by an authorized representative for Seller.
17. Waivers: The invalidity of any provision hereof shall not affect the validity of the remaining provisions or the Contract as a whole.
18. Assignment: Buyer may not assign its rights or obligations under this Contract without the prior written consent of Seller. Seller may assign any of its rights under this Contract to a third party including, without limitation, any right to receive payment for Goods sold to Buyer and any security for such payment.
19. Governing Law Venue and Jury Trial: The laws of the Province of Ontario, Canada shall govern the interpretation, validity and enforceability of this Agreement including any controversy or claim, whether based in contract, tort, strict liability, fraud, misrepresentation or any other legal theory, related directly or indirectly to this Agreement. THE PARTIES, UNLESS PROHIBITED BY LAW, HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.