Please read the following terms and conditions carefully. To accept
and continue, click the accept button at the end of this document.
USE OF THIS SITE AND SUBSEQUENT
ORDERS PLACED FOR MATERIALS OR SERVICES IS SUBJECT TO ALL OF THE TERMS AND
CONDITIONS OUTLINED BELOW, WHICH INCLUDE PROVISIONS DISCLAIMING AND EXCLUDING
LIABILITY FOR CONSEQUENTIAL DAMAGES, EACH OF WHICH BUYER AGREES TO BY
ACCEPTANCE OF THESE TERMS AND CONDITIONS. EACH TIME A CUSTOMER PLACES AN
ORDER THROUGH THE E-Metals® WEBSITE, SUCH CUSTOMER RECONFIRMS ITS AGREEMENT TO
THESE TERMS AND CONDITIONS. ONLY
THESE TERMS AND CONDTIONS SHALL CONSTITUTE THE AGREEMENT BETWEEN THE PARTIES.
TERMS AND CONDITIONS
The following terms and conditions apply to the use of Earle M. Jorgensen's
("EMJ") E-Metals® system and any sales
orders created by users:
1. AGREEMENT. By ordering or accepting EMJ's goods through this
website, Buyer agrees to the terms and conditions set forth herein and in any
attachments hereto, none of which may be added to, modified, superseded or
otherwise altered except by a written instrument signed by an authorized
representative of EMJ and delivered to Buyer. Any different or additional terms
in Buyer's acknowledgement, purchase order or other document of Buyer are
hereby rejected, notwithstanding any terms or conditions that may be contained
in such acknowledgement, purchase order or other document of Buyer and
notwithstanding EMJ's act of shipping goods or similar act of EMJ. If this
order shall be deemed as an acceptance of a prior offer by EMJ, such acceptance
is expressly conditioned on EMJ's written assent to any additional or different
terms contained herein. Acceptance of orders, and deliveries thereunder, are at
all times subject to the approval of EMJ's Chief Financial Officer at Lynwood,
2. TERMS OF PAYMENT. Invoices are issued as of the date of delivery
covering deliveries from our stocks and as of the date of shipment covering
direct mill shipments and are due and payable in lawful money of the United
States of America upon the issuance thereof unless otherwise specifically
agreed in writing. Cash discount will be allowed on payments made on or before
the date specified as follows: (Steel products, ½ of 1% ten (10) days, net thirty
(30) days; aluminum products, net thirty (30) days; pipe products, 2% ten (10)
days net thirty (30) days). No cash discount will be allowed on freight items
or other net sales. The acceptance of any order or specification and terms of
payment on all sales and orders is subject to approval of EMJ's Credit
Department, and EMJ may at any time decline to make any shipment or delivery or
perform any work except upon receipt of payment or security or upon terms and
conditions satisfactory to EMJ's Credit Department.
3. TITLE. Except on goods sold pursuant to a conditional sales
contract, if goods are delivered from EMJ's stock, on transactions arising from
an order placed through this website, the sale resulting from this quotation
shall be complete and title shall pass upon actual delivery at the place where
the Buyer receives possession of the goods, and on all direct mill shipments the
sale shall be complete and the title shall pass when the shipment is made.
4. LATE PENALTY. All unpaid items will be charged a 1½ % per month
late penalty beginning the second month following delivery of shipment, such
charges not to exceed the maximum charge permitted by law.
5. FORCE MAJEURE. Failure of EMJ to deliver hereunder, or delay in
making shipments, if occasioned by fire, explosion, flood, earthquake, war,
riots, insurrection, civil disturbance, accident, storm, interruption or delay
in transportation, shortage, strike or other labor dispute, inability to obtain
materials and supplies, acts of government, any act of God, or any other causes
of like or different character beyond EMJ's control shall not subject EMJ to
any liability to Buyer.
6. BUYER'S DUTY TO INSPECT. Buyer must immediately inspect all
material for shortages, conformity with order and defects. If goods appear not
to conform to the contract between Buyer and EMJ, Buyer shall discontinue their
use and immediately notify EMJ of such condition and afford EMJ a reasonable
opportunity to inspect the same. Claims for shortage or deductions for
erroneous charges must be presented within fifteen (15) days after receipt of
the goods or they will not be allowed. No material will be taken back and
credited or replaced unless prior arrangements for return have been made with EMJ.
EMJ may, at its option, replace those products proven defective or allow credit
for an amount not exceeding the sum of the original purchase price thereof.
7. PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES. All products are
sold subject to (i) mill tolerances and variations in respect to dimensions,
weight, straightness, section, surface conditions, composition, mechanical
properties, internal conditions, and quality; (ii) deviations from such
tolerances and variations consistent with practical testing and inspection
methods and (iii) regular mill practices with respect to over and under
shipments. Any representations or certifications by EMJ shall be limited by the
8. DISCLAIMER OF WARRANTIES. EMJ warrants only that the goods are as
described herein, but no other express or implied warranty is made. If any
model or sample was shown to Buyer, such model or sample was used merely to
illustrate the general type and quality of goods and not to represent that the
goods would necessarily conform to the sample or model. THE GOODS SOLD UNDER
THIS AGREEMENT ARE PURCHASED BY BUYER "AS IS" AND "WITH ALL
FAULTS" AND EMJ MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES
SHALL EMJ BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON LOST
GOOD-WILL, LOST SALES OR PROFITS, WORK STOPPAGE, DELAY, PRODUCT FAILURE,
IMPAIRMENT OF GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY,
BREACH OF CONTRACT, NEGLIGENCE OF OTHERWISE, and in any case, EMJ's liability
for any and all losses and damages sustained by Buyer and others, rising out of
or by reason of this contract, shall not exceed the original purchase price of
the products received by EMJ from Buyer upon which liability is founded.
10. ENFORCEMENT OF TERMS; NO WAIVER. Any forbearance or failure of EMJ
to enforce any provisions of these terms and conditions or to exercise any
right arising from any default of Buyer hereunder shall not affect or impair EMJ's
rights, and no such forbearance or failure shall be construed as a waiver of EMJ's
rights to act or to enforce each and every such provision.
11. DEFAULT. If Buyer fails to fulfill the terms of payment on any
order, EMJ may defer further shipments until such payments are made, or may at
its option, cancel the order. EMJ reserves the right, even after partial
shipment on account of any order, to require from Buyer satisfactory security
for performance of Buyer's obligations, and refusal to furnish such security
will entitle EMJ to suspend shipments until such security is furnished and, at EMJ's
option, right to cancel the order.
12. PRICES; TAXES. Prices for the materials or services covered
herein, whether herein named or heretofore quoted or proposed, shall be
adjusted to our prices in effect at the time of shipment. Unless otherwise
indicated, prices are exclusive of all city, state and federal taxes. Any taxes
which EMJ may be required to pay or collect under any existing or future law
upon or with respect to the sale, purchase delivery, storage, processing, use
or consumption of any of the material covered hereby, including taxes upon or
measured by the receipts from the sale, thereof, shall be for the account of
Buyer and Buyer shall promptly pay the amount thereof to EMJ upon demand.
Prices displayed on subsequent E-Metals® pages may not include charges for items
such as packaging, delivery, expediting, and certain processing services. If
there is a discrepancy between the price the Buyer expects to pay versus the
actual charge for these miscellaneous items, except for differences in shipped
quantities due to theoretical weight variations or actual quantities shipped,
EMJ personnel will contact Buyer prior to shipment to get acceptance of any
13. CONFLICT WITH APPLICABLE LAW; SEVERABILITY. No term or condition
herein shall be effective or binding to the extent that it may be illegal or
require an illegal action. If any provision of these terms and conditions shall
be judged by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such adjudication shall not affect or modify any
other provision of these terms and conditions and the effect thereof shall be
confined to the provision as to which such adjudication is made.
14. MODIFICATION. No agreement or understanding in any way modifying
the conditions of this order shall be binding upon EMJ unless made in writing
and approved by EMJ. Extras will be paid for only on the prior written order of
15. ENTIRE AGREEMENT. This order constitutes the entire final written
agreement between the parties and is a complete and exclusive statement of all
of the terms of such agreement.
16. ASSIGNMENT. This order and Buyer's duties hereunder may not be
delegated or assigned by Buyer without EMJ's written consent, any assignment
attempted without such consent shall be null and void and shall effect, at EMJ's
sole option, a cancellation of all of EMJ's obligations hereunder. EMJ may
assign this order and its interest therein to any affiliated corporation, or to
any corporation succeeding to EMJ's business without the consent of Buyer.
17. INTERPRETATION. This order shall be construed according to the
laws of the State of California. The application of the United Nations
Convention on Contracts for the International Sales of Goods (1980) is expressly
18. RIGHT TO USE. EMJ's E-Metals® system is offered for customer use
at EMJ's discretion. EMJ reserves the right to limit use of this system and may
at any time disable customer access if deemed appropriate.
19. CONFIDENTIALITY. Information contained in this site is not
intended for use other than the intended purposes, namely the provision of
general information regarding customer order status, EMJ inventory stock
availability, and the ordering of materials and services from EMJ. Usage other than the intended purposes is a
violation of this agreement.
Please indicate if you accept the terms as stated above.