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Goods & Services
TERMS & CONDITIONS

Standard Purchase Order Terms and Conditions 

Applicable to All Goods and Services Purchased by Quicken Steel, LLC 

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All purchase orders ("PO Agreement") issued by Quicken Steel, LLC ("Buyer") are made expressly subject to these terms and conditions. This PO Agreement is between Buyer and the seller listed on the front of the PO ("Seller") and constitutes Buyer's offer to Seller to supply the named products ("Purchased Products") or services ("Purchased Services"), including but not limited to non-steel goods, equipment, supplies, and professional or operational services. It is a binding contract when accepted by Seller or on commencement of performance.

 

No condition stated by Seller in accepting or acknowledging this PO Agreement shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms contained herein, unless accepted by Buyer's written approval. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer. No revisions to this PO Agreement shall be valid unless in writing and signed by an authorized representative of Buyer. 

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1. ACCEPTANCE

 

By shipping the Purchased Products or performing the Purchased Services specified in the PO Agreement, Seller accepts the PO Agreement and agrees to be bound by all terms and conditions herein. 

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2. TIMELY PERFORMANCE

 

Seller acknowledges and agrees that time is of the essence in the delivery of goods and the completion of services. Failure to deliver or perform within the timeframe mutually agreed upon by Buyer and Seller constitutes a material breach of this PO Agreement. 

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3. CHANGES

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Buyer reserves the right at any time prior to shipment or completion of services to make changes to: (1) specifications or scope of work; (2) method of delivery or performance; (3) place of delivery or performance; (4) schedule of delivery or performance; and (5) quantities. Seller shall notify Buyer promptly of any impact on cost or schedule resulting from such changes, and the parties shall negotiate in good faith any equitable adjustment. 

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4. CANCELLATION AND TERMINATION

 

Buyer reserves the right to cancel this PO Agreement, or any portion thereof, without liability, if: (a) delivery or performance is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality, or quantity; (c) Seller ceases to conduct its operations in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under bankruptcy or creditor relief laws; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors.

 

In addition, Buyer may terminate this PO Agreement, in whole or in part, for convenience and without cause at any time upon written notice to Seller. Upon termination for convenience, Buyer's sole obligation shall be to pay Seller for Purchased Products delivered and accepted, and for Purchased Services actually performed and accepted, prior to the effective date of termination. Buyer shall have no liability for anticipated profits, unperformed work, or any other costs beyond those expressly accepted.

 

Upon any termination, Seller shall immediately stop work, preserve and protect any materials or work in progress, and provide any transition assistance reasonably requested by Buyer. 

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5. DELIVERY AND PERFORMANCE

 

Seller shall deliver all Purchased Products and perform all Purchased Services by the dates and at the locations specified in the PO Agreement.

 

For goods: delivery shall be made by appropriate conveyance and risk of loss remains with Seller until goods are accepted by Buyer at the designated destination.

 

For services: Seller shall perform all Purchased Services in a professional and workmanlike manner, consistent with applicable industry standards, and in strict accordance with the specifications, scope, and standards set forth in the PO Agreement. Upon completion, Buyer shall have a reasonable period to review and evaluate the services against the agreed specifications before acceptance. Buyer's acceptance shall not be unreasonably withheld. If Buyer determines that any services do not conform to the requirements of the PO Agreement, Buyer shall notify Seller in writing and Seller shall, at no additional cost to Buyer and within a timeframe specified by Buyer, re-perform or correct the nonconforming services. If Seller fails to re-perform or correct within the specified timeframe, Buyer may, at its election, engage a third party to complete or correct the services and charge the reasonable cost thereof to Seller. 

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6. INSPECTION AND REJECTION

 

All goods are subject to final inspection and acceptance by Buyer at destination, notwithstanding any payment. Such inspection will be made within a reasonable time after receipt of goods. At Buyer's election and Seller's risk and expense, rejected goods shall be held by Buyer or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buyer.

 

All services are subject to review and acceptance by Buyer upon completion in accordance with the acceptance standards described in Section 5. Rejection of services does not entitle Seller to return any materials but does entitle Buyer to require re-performance or correction, or to pursue any other remedy available under this PO Agreement or applicable law. 

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7. INVOICING

 

Invoices shall be submitted immediately after shipment of goods or rendering of service to the address shown on the face of the PO Agreement, including an "attention to" line indicating Seller's primary business contact at Buyer. Delays in receiving invoices, errors or omissions on invoices, or lack of supporting documentation will postpone the start of payment terms until correct information is received.

 

Buyer will not be responsible for charges on invoices received more than 120 days after the rendering of service or shipment of goods, unless indicated otherwise in a written agreement between Buyer and Seller. 

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8. PAYMENT

 

Payment terms are Net 30 days from receipt of a valid invoice unless indicated otherwise in a written agreement between Buyer and Seller. Payment by Buyer shall not constitute final acceptance of goods or services and shall be subject to adjustment for shortages, defects, or other failures by Seller to meet the requirements of this PO Agreement. 

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9. DISPUTED CHARGES AND SET-OFF

 

Where any item or items on an invoice are disputed, Buyer may withhold payment for the disputed item(s) until such time as the dispute is resolved. Buyer shall notify Seller in writing of any disputed charges within a reasonable time of invoice receipt.

 

In addition, Buyer is authorized to set off and apply against any amounts owed to Seller under this or any other PO Agreement any amounts that Seller or any affiliate of Seller owes to Buyer, whether or not such amounts are then due and payable. 

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10. SELLER'S REPRESENTATIONS AND WARRANTIES

 

Seller represents and warrants that: (a) Seller owns all rights, title, and interest in the products and services and has full legal authority to sell or transfer them to Buyer; (b) all Purchased Products are of good and merchantable quality, free from defects in design, material, and workmanship, and conform to all applicable specifications, drawings, samples, and descriptions provided to Buyer in writing; (c) all Purchased Services will be performed in a professional and workmanlike manner, consistent with applicable industry standards, by qualified personnel with the skills, experience, and expertise necessary to fulfill the requirements of the PO Agreement; (d) all goods and services, and the production and sale thereof, are in compliance with all applicable international, federal, state, and local laws, rules, and regulations; (e) no Purchased Product or Purchased Service, or their sale or use, will infringe any patents, trademarks, copyrights, trade secrets, or similar intellectual property rights of any third party; (f) Seller will comply with all applicable federal, state, and local laws, ordinances, rules, and regulations in its performance under this PO; and (g) Seller has not changed any compositions, formulations, or other constituents of any Purchased Products without Buyer's prior written approval. 

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11. COMPLIANCE WITH LAWS

 

Seller represents and warrants that no law, regulation, or ordinance of the United States, or any state or governmental authority or agency, has been violated in the manufacture, procurement, transporting, or sale of any deliverables or services furnished or rendered pursuant to this PO Agreement. 

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12. INDEMNIFICATION

 

Seller shall defend, indemnify, and hold harmless Buyer and its directors, officers, employees, and agents from all losses, liabilities, claims, costs, and expenses (including reasonable attorneys' fees) arising directly or indirectly out of or in connection with: (a) Seller's performance or breach of this PO Agreement; (b) any defect in Purchased Products or nonconformance of Purchased Services; (c) injury to any person or damage to any property caused by Seller or its subcontractors; or (d) any actual or alleged infringement of any patent, copyright, trade secret, or other intellectual property right arising out of the goods, services, or deliverables supplied by Seller. These indemnification obligations survive the termination of this PO Agreement. 

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13. CONFIDENTIALITY

 

Seller acknowledges that it may be privy to Confidential Information of Buyer. Seller agrees to use such Confidential Information solely in furtherance of its obligations under this PO Agreement and shall not transfer or disclose it to any third party except with prior written authorization from an authorized officer of Buyer. Seller shall protect Buyer's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. These obligations survive termination of this PO Agreement. 

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14. INTELLECTUAL PROPERTY RIGHTS

 

All work product, deliverables, designs, developments, inventions, improvements, software, documentation, and other materials created or developed by Seller in connection with the performance of any PO Agreement (collectively, "Work Product") shall be considered works made for hire and shall be the sole and exclusive property of Buyer upon creation. To the extent any Work Product does not qualify as a work made for hire under applicable law, Seller hereby irrevocably assigns to Buyer all rights, title, and interest in and to such Work Product, including all intellectual property rights therein.

 

Seller warrants that the Work Product and any Purchased Products or Purchased Services will not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. Seller shall not incorporate any third-party intellectual property into any Work Product or deliverable without Buyer's prior written consent. If any third-party claim arises alleging infringement, Seller shall, at its own expense and at Buyer's election: (a) procure for Buyer the right to continue use; (b) modify the deliverable so that it no longer infringes; or (c) replace it with a non-infringing equivalent.

 

Buyer retains all rights, title, and interest in any pre-existing intellectual property, specifications, data, or materials provided by Buyer to Seller. Seller shall use such materials solely to fulfill its obligations under this PO Agreement and shall return or destroy them upon Buyer's request or upon termination. ​

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15. INSURANCE

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Seller shall obtain and maintain, at its sole expense, the following minimum insurance coverages throughout the term of any PO Agreement and for a period of not less than three (3) years thereafter:
 

  • Commercial General Liability (CGL): not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, and personal and advertising injury arising out of or related to Seller's performance under any PO Agreement, regardless of whether work is performed on or off Buyer's premises;

  • Workers' Compensation: as required by applicable law, plus Employer's Liability with limits of not less than $500,000 per occurrence;

  • Professional Liability / Errors and Omissions (E&O): not less than $1,000,000 per claim and in the aggregate, applicable to any Seller providing professional, consulting, technology, software, or advisory services;

  • Cyber Liability: not less than $1,000,000 per occurrence, applicable to any Seller accessing, processing, storing, or transmitting Buyer's data or any personal data of third parties.
     

All policies shall name Quicken Steel, LLC as an additional insured (except Workers' Compensation and Professional Liability). Seller shall furnish Buyer with certificates of insurance evidencing such coverage prior to commencing any work or delivering any goods. Seller's insurance obligations are not limited by any indemnification obligations under this PO Agreement.

 

All shipments shall be insured for the full value of goods in transit. Seller accepts full financial responsibility for all materials lost or damaged and not insured. 

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16. LIMITATION OF LIABILITY

 

Buyer's total liability to Seller under any PO Agreement, for any reason and regardless of the form of action, shall not exceed the total amount paid or payable by Buyer to Seller under the applicable PO Agreement during the twelve (12) months immediately preceding the claim.

 

In no event shall Buyer be liable to Seller for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of business, or loss of anticipated savings, arising out of or related to any PO Agreement, even if Buyer has been advised of the possibility of such damages.

 

Nothing in this section shall limit Seller's indemnification obligations, Seller's liability for gross negligence or willful misconduct, or Seller's liability for infringement of Buyer's intellectual property rights. 

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17. DATA PRIVACY AND SECURITY

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To the extent Seller accesses, receives, processes, stores, or transmits any data belonging to Buyer or any personal data of Buyer's employees, customers, or other third parties ("Buyer Data") in connection with any PO Agreement, Seller shall:
 

  • Process Buyer Data solely for the purposes of fulfilling its obligations under the applicable PO Agreement and for no other purpose;

  • Implement and maintain reasonable and appropriate technical and organizational security measures to protect Buyer Data against unauthorized access, disclosure, alteration, or destruction, consistent with applicable industry standards and no less protective than measures Seller uses to protect its own sensitive data;

  • Promptly notify Buyer in writing, and in no event later than forty-eight (48) hours after discovery, of any actual or suspected unauthorized access to or disclosure of Buyer Data (a "Security Incident"), and cooperate fully with Buyer in investigating and remediating such Security Incident;

  • Comply with all applicable data protection and privacy laws and regulations, including but not limited to applicable U.S. federal and state privacy laws, in connection with its handling of Buyer Data;

  • Not disclose Buyer Data to any third party without Buyer's prior written consent; and

  • Upon termination of any PO Agreement or upon Buyer's request, promptly return or securely destroy all Buyer Data in Seller's possession.
     

Seller shall maintain a written information security program reasonably designed to protect Buyer Data and shall, upon request, provide Buyer with evidence of compliance with this section. 

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18. INDEPENDENT CONTRACTOR

 

Seller is an independent contractor and nothing in this PO Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between Buyer and Seller. Seller shall have no authority to bind Buyer or to incur any obligation on Buyer's behalf. Seller is solely responsible for all taxes, withholdings, benefits, and other obligations arising out of Seller's employment or engagement of its personnel. Seller's employees, agents, and subcontractors are not employees of Buyer and are not entitled to any Buyer employee benefits.

 

19. PUBLICITY

 

Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to this PO Agreement or the goods or services provided without Buyer's prior written consent. Seller shall not use Buyer's name or logo in any advertising, client list, or sales promotional material without Buyer's prior written consent. 

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20. EQUAL OPPORTUNITY

 

Seller will provide goods and services to Buyer without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran's status, and shall comply with all applicable equal employment opportunity and non-discrimination laws.

 

21. FORCE MAJEURE

 

Both parties shall be relieved from liability under this PO Agreement to the extent that such liability arises from any failure to perform due to a force majeure event including acts of God, war, hostilities, civil disturbance, government action, strikes, lock-outs, labor disputes, computer virus, or any other event or circumstance beyond the reasonable control of the party. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance as soon as practicable.

 

22. ASSIGNMENT

 

No assignment of any rights, including rights to money due or to become due under this PO, or delegation of any duties, shall be binding upon Buyer until Buyer's prior written consent has been obtained. Any purported assignment without such consent is void.

 

23. SEVERABILITY AND WAIVER

 

If any term or provision of this PO Agreement is found to be illegal, invalid, or unenforceable, it shall be severed and the remaining terms shall remain in full force and effect. Failure by either party to enforce any provision shall not be construed as a waiver of that party's rights. Rights may only be waived by a formal written waiver signed by a duly authorized representative. 

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24. DISPUTE RESOLUTION AND GOVERNING LAW

 

Any disputes arising under this PO Agreement shall be settled exclusively in a state or federal court of competent jurisdiction located in Evans County, Georgia. All parties irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and waive any objection to the laying of venue therein, including any claim that such court is an inconvenient forum. This PO Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts-of-law principles. 

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