Extensive Inventory. Strategic Locations.
Offering a diverse product inventory from several mills adjacent processing centers. Heidtman Steel offers a full range of products requisite of a world-class service center network.
Heidtman Steel Terms & Conditions
If you have any questions, please contact
Heidtman Steel Products
2401 Front Street | Toledo, OH 43659
Phone (419) 691-4646
Fax (419) 698-1317
These Terms and Conditions shall govern any sales transactions between Heidtman Steel Products, Inc. (Heidtman”) and any buyer of goods from Heidtman (a “Purchaser”). These Terms and Conditions shall be deemed an essential part of any Quotation issued by Heidtman and every Acknowledgment issued by Heidtman. These Terms and Conditions supersede for all purposes all prior correspondence, Purchaser’s order to Heidtman, any past or future order by Purchaser, and any other agreement by any agent of either party respecting the goods sold by Heidtman to Purchaser. Purchaser accepts these terms and conditions by the placement of an order or by accepting delivery of the goods. Purchaser’s acceptance of these terms and conditions will form the contract between the Parties (the “Contract”). No addition to, or other modification of, these terms and conditions (including any attempted modification by Purchaser through Purchaser’s order or other document) shall be binding on Heidtman unless it is in writing and executed by a duly authorized officer of Heidtman. Heidtman hereby expressly objects to, rejects and will not be bound by any terms and conditions in Purchaser’s order or any other document, which are in conflict with or in addition to the terms and conditions herein. Shipment by Heidtman of the goods whether after the receipt of Purchaser’s order or otherwise, shall not constitute an acceptance of the terms and conditions of Purchaser.
1. Price Quotations. All prices indicated on any Quotation by Heidtman are subject to change without advance notice prior to Heidtman’s receipt of a firm order from Purchaser and written Acknowledgment by Heidtman. Unless otherwise stated in the Quotation, all purchase prices are exclusive of any applicable excise, sales, use or other taxes or import, export or customs fees or duties, or surcharges which may be imposed on the sale or delivery of the goods. All such taxes, and charges, when applicable will be charged to, and are payable by, Purchaser. Heidtman may charge interest on late payments at a monthly rate of 1.5% or the highest rate allowed by law (whichever is less).
2. Purchase Orders. Purchaser’s order must specify the quantities requested, otherwise, quantities specified by Heidtman in its Quotation, or if none, in its Acknowledgement form, shall govern. All sales on an open Purchase order must be completed within 90 days from the date of the Purchase order unless otherwise specified on Heidtman’s Acknowledgement. All open Purchase orders must provide Heidtman with forecasts of estimated quantities of the goods and an estimated date of delivery. Heidtman shall have no responsibility for supply of goods in amounts which materially vary from Purchaser’s forecast. Once received by Heidtman, a Purchaser’s order and/or release may not be modified, canceled or otherwise altered without Heidtman’s written consent. Any such modification, cancellation or alteration may be subject to cancellation charges or otherwise to conditions as negotiated at such time, which shall protect Heidtman against any damages or losses resulting therefrom.
3. Acknowledgment. Heidtman’s obligation to sell goods to Purchaser shall become binding only upon written Acknowledgment of Purchaser’s order, subject to these Terms and Conditions and such additional conditions as may be contained in Heidtman’s Acknowledgment, Heidtman’s Acknowledgment may be withheld or modified by reason of product availability, mill lead times, available transportation or other constraints. Purchaser’s failure to object in writing within twenty-four hours to the terms of Heidtman’s Acknowledgment renders those terms final. In the event Purchaser does object, Heidtman reserves the right to reject Purchaser’s order completely.
4. Title and Risk of Loss. Unless otherwise indicated on the Acknowledgment, all deliveries are F.O.B. Heidtman’s shipping facility. Neither freight charges nor tax is subject to any discount. Risk of loss shall pass upon delivery to Purchaser’s carrier and any loss or damage in transit shall be borne by Purchaser, and claims shall be made directly with the carrier. Notwithstanding the foregoing, however, until the purchase price and all other applicable costs and expenses are paid in full, Heidtman reserves a purchase money security interest in the goods and the proceeds therefrom, and Heidtman thereby possesses the rights of a secured party under the Uniform Commercial Code. Upon Heidtman’s request, Purchaser agrees to execute all necessary financing statements and other documents evidencing this security interest with the appropriate state and local authorities. Heidtman is entitled to reasonable access to Purchaser’s place of business as necessary to exercise its remedies as a secured party.
5. Delivery. All delivery times are calculated from the date of Heidtman’s receipt of a firm order or release from Purchaser. Purchaser is expected to take delivery of the goods at Heidtman’s shipping facility within 5 business days after the date Purchaser is notified of the availability of goods. Failure to take delivery on time will subject Purchaser to (a) reasonable storage fees, or (b) Heidtman’s right to sell the goods to other customers, unless there is a mutually agreed upon written extension. Notwithstanding the foregoing, Heidtman reserves the right to ship without further notification at any time after the 5 day period. If the purchase is made pursuant to an open Purchase order, Purchaser must specify the quantity released.
6. Delivery Schedules. Heidtman shall endeavor to meet the delivery schedule requested by Purchaser provided, however, that Purchaser shall give Heidtman sufficient notice. Heidtman will not be obligated to ship the goods if sufficient notice of quantities and instructions are not given; if the quantity of the goods is disproportionate to the scheduled quantities; if the quantity exceeds estimates provided by Purchaser to which Heidtman has agreed in writing; or in Heidtman’s sole judgment, the quantity is disproportionate to the total quantity stated in the Contract or is more than ten percent (10%) of the estimated or forecasted quantities provided in Purchaser’s order. The reasonableness of notice shall be determined by Heidtman based on availability of the goods and delivery capability and Heidtman’s other commitments. All shipping dates (including firm shipping dates) may change as a result of circumstances over which Heidtman has no control, for example, extended mill lead times, or transportation constraints.
7. Transportation Cost. Unless specifically referenced in the Quotation, this contract is based on present freight rates and is subject to all present and future surcharges. If applicable, freight rates are also subject to future tariffs, import and export duties, border taxes and similar imposts, and taxes which shall be solely at the cost and risk of Purchaser. If any such rates or charges are included in the Quotation price (whether shown as a separate charge or not) and shall be increased pending delivery, Purchaser shall pay such increased rates or charges in addition to the Quotation price of the contract.
8. Inspection/Returns. All claims for rejected goods will be handled in accordance with Heidtman’s Quality Assurance Policy, a copy of which is available on Heidtman’s website (“Quality Policy”).
9. Credit. Purchaser’s order is subject to the limit of Purchaser’s credit determinable at any time and from time to time by Heidtman, affecting the whole or any unfulfilled portion of this contract. Heidtman, in its sole opinion, may at any time, modify or cancel the credit of Purchaser both as to time and amount, and may demand payment in cash before shipment or delivery of the whole or any part of the goods without affecting the obligation of Purchaser to complete the contract. Failure of the Purchaser to make any such payment after demand, may, at option of Heidtman, be deemed a default of the entire contract.
10. Default and Purchaser’s Impairment. Heidtman may delay shipment, reduce quantities shipped, or terminate the Contract if (i) Purchaser fails to make any payment promptly when due or otherwise fails to comply with the Contract or Heidtman’s standard credit terms, (ii) Purchaser ceases to conduct its operations in a normal course of business, (iii) Purchaser is or becomes unable to pay its obligations as they mature, (iv) any proceeding under the Bankruptcy Code or any other insolvency laws is brought by or against Purchaser, (v) a receiver for Purchaser is appointed or an application for a receiver is filed, (vi) Purchaser makes an assignment for the benefit of creditors, or (vii) Purchaser fails to provide adequate assurance of future performance within thirty (30) days after demand by Heidtman (which will be a repudiation by Purchaser of the unperformed portion of the Contract). In the event of such termination or reduction in the quantities shipped, Purchaser shall be liable to Heidtman for any and all damages sustained by Heidtman as a result of the defaults which gave rise to the termination or reduction in the quantities of shipment.
11. Waiver of Setoff. Purchaser shall have no right to setoff money owed by Heidtman to Purchaser against sums owed by Purchaser to Heidtman without first obtaining Heidtman’s written consent to set off.
12. Warranty/Claims. Subject to standard manufacturing variations, Heidtman warrants that the goods will conform in all material respects to the description and specification of the goods set forth on the face of the Quotation (the “Warranty”). Purchaser acknowledges and agrees that as a steel service business, Heidtman does not have full control of all steel manufacturing processes and that all goods shall be subject to tolerances and variations consistent with usages of the trade and published industry standards concerning dimension, weight, straightness, section, composition and mechanical properties, normal variations in surface, internal conditions and quality, deviations from tolerances and variations consistent with practical testing and inspection methods, and regular mill practices concerning over and under shipments. It is Purchaser’s responsibility to determine whether the Purchase order specification is adequate for its intended use. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THESE WARRANTIES AND HEIDTMAN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
13. Warranty Remedies. No claim for damages on account of the breach of the Warranty shall be allowed unless Heidtman is first given notice after delivery of the goods and allowed an opportunity to inspect the goods. In the event any goods fail to comply with the Warranty, Purchaser may return the defective goods to Heidtman, freight prepaid at Heidtman’s discretion. Provided however, goods for which damages are claimed, for non-conformance or otherwise, shall not be returned, repaired or replaced without Heidtman’s written consent. Purchaser’s sole and exclusive remedy for the nonconformance of any good with the Warranty shall be, at Heidtman’s election, (i) Heidtman repairs or corrects the nonconformance or defect consistent with Heidtman’s Quality Assurance Claims Policy, (ii) Heidtman furnishes Purchaser, without charge and FOB the Purchaser’s facility, with a replacement for the nonconforming or defective good, or (iii) Heidtman reimburses Purchaser for the purchase price of the nonconforming good. Heidtman shall not be liable for defects caused by abuse or misuse of its goods. Failure to submit a claim for a breach of Warranty within 90 days of the delivery of the goods shall be conclusive proof that the goods are as warranted and shall release Heidtman from any further liability with respect thereto. All claims for nonconformance or defect will be handled in accordance with the Quality Policy. In the event of a conflict between the terms of this Section 13 and the Quality Policy, the terms of the Quality Policy shall govern.
14. Limitation of Liability. Purchaser acknowledges that the price of the goods is predicated on the enforceability of the following limitation of liability, that the price would be substantially higher if Heidtman could not limit its liability as herein provided and that Purchaser accepts this limitation of liability in exchange for a lower price: EXCEPT FOR HEIDTMAN’S DIRECT COSTS IN REPAIRING, CORRECTING OR REPLACING ANY NON-CONFORMING GOODS, HEIDTMAN SHALL NOT BE LIABLE FOR ANY OTHER EXPENSE CONNECTED WITH THE REPAIR, CORRECTION OR REPLACEMENT OF ANY GOODS. WITH RESPECT TO ANY CLAIM UNDER THE CONTRACT, IN NO EVENT SHALL HEIDTMAN BE LIABLE TO PURCHASER FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE ACTUAL PRICE PAID TO HEIDTMAN. HEIDTMAN SHALL HAVE NO LIABILITY TO PURCHASER FOR LOST PROFITS, LOSS OF PRODUCT, LOSS OF USE OF EQUIPMENT, INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF DOWNTIME, LOST OPPORTUNITIES, FAILURE TO DETECT ANY FLAW IN THE SUBJECT MATTER OF A TEST, CLAIMS OF PURCHASER’S CUSTOMERS OR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF PRODUCT, INTERRUPTION OF BUSINESS, LOSS OF OPPORTUNITIES, OR ANY OTHER DAMAGES. This limitation of liability may not be altered except by an agreement in writing signed by a duly authorized officer of Heidtman.
If Purchaser is supplying Heidtman’s goods to a third party, Purchaser shall require the third party to agree to be bound by this Section. If Purchaser does not obtain this agreement for Heidtman’s benefit, Purchaser shall indemnify, defend and hold Heidtman harmless from and against any and all claims made by the third party in excess of the limitations and exclusions of this article and shall pay all costs and expenses associated therewith, including, without limitation, attorney fees.
15. Applicable Law. The Contract shall be deemed to have been entered into and shall be construed according to the Uniform Commercial Code as adopted in the state of origin of shipment by Heidtman. Purchaser agrees and submits to the exclusive jurisdiction of the federal and state courts of Ohio for resolution of any disputes arising hereunder. Purchaser waives any objection based upon forum non-conveniens or any objections to venue of any such action.
16. Force Majeure or Other Excuse. The supply, shipment, and delivery of the goods are subject to, and Heidtman shall not be liable for any delay in or impairment of performance resulting in whole or in part from, any war (whether or not declared), act of terrorism, strike, difference with workmen, accident, fire, flood, acts of God, delay in transportation, shortage of materials, equipment breakdowns, laws, regulations, orders or acts of any governmental agency or body or any cause beyond the reasonable control of Heidtman, or if performance by Heidtman becomes impracticable due to the occurrence of a contingency, the non-occurrence of which was a basic assumption on which the sale was made, basic assumptions of every Heidtman contract include but are not limited to, availability of raw material, accurate forecasting and timely releases of material. In any such event, Heidtman shall have such additional time to perform as may be reasonably necessary and shall have the right to apportion its production among its Purchasers in such manner as it deems equitable.
17. Statutes of Limitation. Any action against Heidtman based on Heidtman’s alleged breach of its obligations hereunder must be commenced within one (1) year after the cause of action has accrued.
18. Assignment. Purchaser shall not assign any of its rights, or delegate any of its duties, under these terms and conditions without the prior written consent of Heidtman, and any attempt to do so shall be void.
19. Entire Agreement. Purchaser’s order, subject to these Terms and Conditions and the terms of Heidtman’s Acknowledgment, shall constitute the entire agreement between Heidtman and Purchaser for sale of the goods or services specified on the Quotation, superseding all other agreements between Heidtman and Purchaser respecting the transaction contemplated herein, whether written or oral, including, but not limited to, any documents, correspondence, brochures, advertisements or other memoranda respecting the goods.