Terms and Conditions


  1. Price:
    Prices are subject to adjustment by Seller (Metal Sales Manufacturing Corporation) in order to conform to Seller’s prices in effect at date of shipment. Prices specified do not include any taxes (excise, privilege, occupation, sales, use, or other taxes payable on account), and all such taxes now in effect and/or hereafter levied which are applicable are in addition to such prices and shall by paid by the Purchaser (Applicant Customer).
  2. Terms of Payment:
    All accounts are payable in U.S. funds at the office of the Seller at Louisville, Kentucky, unless otherwise stated on the invoice. Payments on account by the Purchaser may, at the Seller’s option, be applied on the oldest unpaid items of account in order of original date, if not otherwise specified by purchaser. Cash prior to credit approval by Seller’s Credit Department.
    Purchaser’s financial responsibility is always subject to approval of Seller’s Credit Department. All payments shall be due in full in Louisville, Kentucky in accordance with terms stated on the face of the invoice.
    A late charge of 2% per month will be assessed on delinquent balances. Purchaser shall pay all attorney’s fees and all costs in the event any matter shall be referred to a third party for collection whether or not litigation is initiated. Purchaser understands and agrees that upon default in payment terms, that Seller will incur and Purchaser will pay additional in-house expense related to the collection process in the minimum amount of $100.00 or 10% of the balance not to exceed $1000.00, whichever is greater, which is in addition to the fees, costs and charges references herein above. If at any time, the Seller believes that the financial responsibility of the Purchaser is impaired, the Seller shall have the right cancel orders, discontinue shipments, require payments in advance and/or require other satisfactory security to guarantee that invoices will be paid promptly when due.
  3. Security Interest:
    As security for any and all amounts due Seller, Purchaser hereby grants to Seller a security interest in all equipment, supplies, merchandise, receivables, inventory and other goods of Purchaser and in the proceeds and products thereof; and at Seller’s request, Purchaser shall, from time to time, execute and deliver Uniform Commercial Code Financing Statements to Seller for filing as a public record. Seller’s security interest is junior to any conflicting security interest of Purchaser’s commercial bank (if any such security interest now exists).
  4. Handling and Shipment of Customer Orders:
    A. Telephone Orders:
    1. Purchaser assumes responsibility of the accuracy of orders placed by telephone unless a written confirmation is received prior to fabrication.
    2. When urgencies require verbal orders, Purchaser’s confirming order should be marked “Confirming Order
    – Do Not Duplicate.” Seller recognizes the need of filling orders promptly and agrees that it will use its best efforts to make shipments on the dates specified by Purchaser, provided such dates are reasonable; but, Seller shall not be liable for any damages for failure to make shipments on time due to fire, strikes, lockouts, differences with workmen, accidents, war, insurrection, delays in transportation, equipment failure, shortage of cars, trucks, fuel, or material, governmental interference or regulation, acts of God or any other contingencies beyond Seller’s control.
    B. Delivery & Shipment:
    1. Freight and transportation charges will be paid by Purchaser. Upon delivery of materials, f.o.b. carrier at Seller’s plant, all risk of loss, damage and other incidents of ownership shall immediately pass to Purchaser, but title to materials will be retained by Seller as security for Purchaser’s performance until payment in full is received.
    C. Returns:
    1. All sales to Purchaser are final. Purchaser must obtain Seller’s written authorization before returning any goods. Authorized returns are subject to a restocking charge of up to 50%.
  5. Warranty:
    The following is in lieu of all warranties, express, implied or statutory including but not limited to any express or implied warranties of merchantability or fitness of a particular purpose, warranties made by Purchaser, or any other obligation on the part of the Seller. Seller warrants that at the time of delivery the materials/goods delivered under this contract will conform to specification and will be free from defects in materials and workmanship.
  6. Remedies and Damages
    If the materials/goods furnished by Seller to conform to such warranty Seller’s sole and exclusive liability shall be to repair, replace, or upon mutual agreement to credit Purchaser’s account for defective material only. This warranty applies to materials only and does not include any labor expense or associated costs. If repair to replacement is made, Seller shall have reasonable time to make such repair or replacement f.o.b. Seller’s plant, freight allowed, notice of defective materials/goods including any shortages, must be given to Seller verbally within twenty-four (24) hours and confirmed in writing within seventy-two (72) hours of delivery. In no event shall Seller be liable for special, incidental, or consequential damages for any breach of the provisions of this contract including, but not limited to, loss of goodwill, loss of profit, loss of use or loss of crops.
    In the event of Purchaser’s failure or refusal to accept materials ordered, Seller may without notice retain or repossess said materials and Purchaser shall be liable for the full purchase price, less allowance for the then current value thereof at the mill after deducting freight, storage, handling, restocking charges and other costs.
  7. Prevailing Agreement
    This Credit Application is the entire agreement between the parties and all sales to Purchaser from Seller shall be subject to this agreement and to the terms of Seller’s invoices, sales confirmations, statements and its other account documents, and subject to the terms of no other form or document, including Purchaser’s purchase orders or similar documents, and all prior verbal or written agreement between the parties are hereby merged into this agreement. In the event there is any conflict between the terms of this agreement and Seller’s invoices, this agreement shall prevail and supersede as the established and overriding agreement to any preceding or subsequent.
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