1. Entire Contract.
This Work Order contains all of the terms and conditions of Seller's agreement with Buyer. No other terms or conditions are valid unless they are in writing and signed by both Seller and Buyer. No changes to Buyer’s order will be accepted unless set forth in writing and signed by Seller.
2. Other Forms.
If another form of agreement is utilized, and unless it is expressly stated to the contrary in such form, all of the terms and conditions herein shall be deemed part of that agreement and shall prevail over any inconsistent provisions.
3. Security Interest and Right to Reclaim.
Seller expressly retains a security interest in the goods until paid in full. Buyer represents that they have not ceased paying debts in the ordinary course of business, that they can pay debts as they become due, and that they are solvent within the meaning of bankruptcy law. Seller reserves the right to reclaim the goods if this representation is false.
4. Bad Checks.
If Buyer pays by check and the check is dishonored by the bank, Buyer shall be liable to Seller for liquidated damages of $100 or, if higher, three times the amount of the dishonored check, up to a maximum of $1,500.
5. Risk of Loss.
Risk of loss shall pass to Buyer when the goods leave Seller's plant. Buyer agrees to insure Seller’s interest in the goods until Seller is paid in full.
6. Shortage.
All claims for shortages must be made within five (5) days after receipt of shipment.
7. Limited Warranty and Claims.
Seller warrants that its goods are free from defects. All claims for defective materials must be made in writing within ten (10) days from the date of shipment, or they are waived. Seller’s liability is limited to replacing the material or refunding the invoice value of the material sold. Except as provided herein, Seller makes no warranties or representations of any kind unless expressly set forth.
8. Delays.
Seller shall not be liable for any delay or inability to deliver goods caused by fire, casualty, accident, labor disputes, riot, war, governmental regulation, lack of transportation facilities, transportation delays, inability to secure specified materials, equipment, facilities, or labor through regular recognized channels, acts or failures to act by governmental bodies or agents, or any other cause beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing.
9. Aircraft Use Indemnification.
Seller does not recommend the goods for use in any aircraft. Refer to the manufacturer’s design and use specifications. “Aircraft” as defined herein includes missiles, spacecraft, ground support equipment, control equipment, spare parts, and tooling used for their manufacture. Should the goods be installed or used in any aircraft as defined herein, Buyer shall defend, indemnify, and hold Seller harmless from any and all liability, loss, costs, attorneys’ fees, and expenses of any nature arising from such use. This indemnity shall survive delivery of the goods. Seller may require Buyer to defend any suits concerning the foregoing, regardless of whether such suits are justified.
10. General Indemnification.
Buyer shall defend, indemnify, and hold Seller harmless from any and all liability, loss, costs, attorneys’ fees, and expenses of any nature arising out of or related to:
(a) injury to or death of any person (including Buyer’s employees) or damage to any property, real or personal, tangible or intangible, arising from any act or omission of Buyer, Buyer’s agents, subcontractors, or customers, in connection with the use of goods obtained from Seller;
(b) Buyer’s or Buyer’s agents’, subcontractors’, or customers’ failure to comply with any federal, state, or local laws or regulations; and
(c) Buyer’s failure to perform under any contract, express or implied, with subcontractors, suppliers, customers, or employees.
This indemnity shall survive delivery of the goods. Seller may require Buyer to defend any suits concerning the foregoing, regardless of whether such suits are justified.
11. Insurance.
Buyer shall carry comprehensive general public liability insurance, including coverage for products and completed operations, with limits of not less than $1,000,000 for each occurrence for personal injury and property damage.
12. Actions.
If legal action is brought (a) by Seller to enforce any obligation of Buyer, or (b) against Seller on account of Buyer’s failure to perform any obligation herein, Buyer agrees to pay Seller’s costs and expenses incurred, including reasonable attorneys’ fees.
13. SMS Communications Terms
13.1 About our text messaging service
Industrial Metal Supply (“IMS”) uses SMS and MMS for one-to-one business communications. Messages may include responses to product inquiries, quote information, product availability, order status, Will Call and pickup coordination, and delivery information. Quotes provided through text messaging are subject to IMS Terms & Conditions of Sale. IMS may also exchange support-related messages with employees and business vendors. This messaging service is not used for marketing campaigns, promotional blasts, or unsolicited bulk messaging.
13.2 Your consent
You may give permission to receive text messages during a conversation with an IMS employee or initiate a text conversation using a number provided by an IMS employee. IMS will use that permission to respond to your inquiry or send the types of updates you agreed to receive—not unrelated messages. Text messaging is optional. You do not have to agree to text messages to purchase products or services from IMS.
13.3 Message frequency and charges
Message frequency varies depending on your inquiry, order, pickup, or support needs. Message and data rates may apply. Contact your wireless provider for information about charges under your mobile plan.
13.4 Opting out
You may stop receiving text messages by replying STOP to an IMS text message. You may receive a single confirmation of your opt-out request. IMS will honor your request and will not resume texting without renewed consent. You may also contact IMS using the contact information below to request that text messaging stop.
13.5 Help and contact information
Reply HELP for assistance with text messaging. You may also contact Industrial Metal Supply at customercare@imsmetals.com or 818-729-3333.
13.6 Privacy
Please review our Privacy Policy for information about how IMS collects, uses, and protects personal information. Do not send payment card information or other payment information through text message.
13.7 Message delivery
Delivery depends on your mobile carrier, device, and network availability and cannot be guaranteed. Neither IMS nor wireless carriers are liable for delayed or undelivered messages.
