Purchasing Terms and Conditions

Indiana Tube Corporation Master Terms and Conditions of Purchase

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  1. Acceptance and Terms and Conditions. The purchase of goods identified on purchase orders submitted in conjunction with these Master Terms and Conditions ("Products") hereunder is conditioned upon the terms and conditions of this Master Terms and Conditions agreement (“Terms”). These Terms shall apply and are incorporated into every subsequent purchase order until superseded by later terms and conditions issued by Indiana Tube Corporation (“Buyer”). No other terms or conditions including, without limitation, Supplier’s standard printed terms and conditions on Supplier’s proposal, order acknowledgment, invoice or otherwise, will have any application to any purchase between Buyer and Supplier unless specifically accepted in writing by Buyer.
     
  2. Buyer's Commitment. Unless otherwise specifically agreed to in writing by Buyer, Buyer shall not be responsible for any of Supplier’s material commitments or production arrangements. Supplier shall be solely responsible for managing its’ own inventory with respect to Products purchased and sold hereunder.
     
  3. Pricing. (a) Product Pricing is based on the currency of the Buyer’s invoicing location and in accordance with the exchange rate of the date of payment. U.S. dollars for Buyer’s U.S. location. (b) Prices are not subject to increase for the duration of the purchase order. No charges or price increases of any kind shall be allowed unless specifically agreed to by Buyer in writing. (c) Supplier warrants that it is selling Products to Buyer at the lowest or most favorable prices that it offers substantially similar products to other buyers. (d) If during the term of the purchase order, Buyer receives a bona fide offer from another supplier to supply any Product at a price below that in effect for the Products purchased under the purchase order and Buyer presents reasonable evidence to Supplier then Supplier will meet the price for the Product for the duration of purchase order or if Supplier fails to meet such price, then Buyer, shall have the right to purchase the Product from the other supplier, as well as the right, but not the obligation, to terminate the purchase order without liability. (e) The prices set forth on this purchase order include all applicable federal, state and local taxes, if any, whether or not such taxes are set forth separately on invoices to Buyer. If any manufacturer’s excise or other similar or different tax is included in or added to prices paid to Supplier for the goods sold to Buyer hereunder and if such tax, or any part hereof, is hereafter refunded to Supplier, then Supplier shall immediately reimburse Buyer the amount as such.
     
  4. Termination Without Cause. In addition to any rights under these Terms, Buyer reserves the right to cancel all or any part of the purchase order without cause by written notice to Supplier. Upon such termination, Buyer shall not incur any further cost or liability to Supplier except for Products delivered previously pursuant to the purchase order. 5) Termination for Cause. Should Supplier (i) become unable to pay its debts as they mature, or become in any way the subject of a bankruptcy petition, (ii) have a change in ownership or management that Buyer deems to be adverse to Buyer, and/or (iii) materially default in the performance of any provision of the purchase order, Buyer may in its discretion terminate the purchase order for "cause" by giving Supplier written notice thereof. If Supplier corrects the cause giving rise to the notice to the satisfaction of Buyer within five (5) business days after notice, Buyer may void the termination. In the event Buyer terminates the purchase order pursuant to this Section
     
  5. Buyer shall have all rights and remedies available under law and equity.
     
  6. Inspections. Buyer shall have the right to reject any nonconforming Products and Supplier shall assume title and risk of loss of all nonconforming Product and shall promptly reimburse Buyer for all costs incurred by Buyer as a result o