These Terms and Conditions of Purchase (these “Terms”) apply to all purchase orders (“PO” or “Purchase Orders”) issued by Metal Master Sales Corporation (“Buyer”) to any supplier or mill (“Supplier”). By accepting, acknowledging, or performing work under any Purchase Order, Supplier agrees to be bound by these Terms. These Terms apply to all Purchase Orders issued on or after the Effective Date. Purchase Orders issued prior to the Effective Date remain subject to the terms in effect at the time of issuance.
1. Acceptance and modifications
Supplier's acceptance of a Purchase Order, commencement of work, or shipment of goods constitutes Supplier's acceptance of these Terms. Any additional, different, or conflicting terms proposed by Supplier are expressly rejected and shall have no effect. Buyer may modify or cancel any Purchase Order at any time prior to shipment by providing written notice to Supplier.
Battle of the forms: In the event of any conflict between Buyer's Purchase Order and Supplier's quote, acknowledgment, or other document, Buyer's terms shall control. Supplier's performance (shipment or delivery of goods) constitutes acceptance of all terms stated in Buyer's Purchase Order and these Terms and Conditions of Purchase.
2. Pricing, payment, and invoicing
All prices are firm and may not be increased or additional charges added without Buyer's prior written consent. Supplier must provide separate invoices for each Purchase Order. Invoices must include: (i) Purchase Order number; (ii) line item number; (iii) quantity and weight; (iv) mill name; (v) heat number(s); (vi) ship-to location; and (vii) Supplier's shipper number. Supplier must furnish with each invoice copies of bills of lading, freight bills, and packing slips showing complete routing, car number (if applicable), weights, freight rates, and amounts of freight prepaid. Payment is due Net 45 days from invoice date, unless a specific Purchase Order issued by Buyer expressly states different terms in writing. Payment terms stated in any Supplier document—including but not limited to quotations, order acknowledgments, invoices, or shipping documents—are expressly rejected and shall have no effect. Only payment terms specified in Buyer's Purchase Order or in a subsequent written amendment signed by Buyer's authorized representative shall modify the Net 45 standard. Supplier's shipment of goods constitutes acceptance of Buyer's payment terms as stated in the Purchase Order, regardless of any conflicting terms in Supplier's documents. Cash discounts, if applicable, shall be shown on the face of the invoice and calculated from the date the invoice is received by Buyer. Buyer may withhold payment for non-conforming material or incomplete documentation.
3. Delivery, shipping, and title
Time is of the essence. Delivery shall be DAP (Delivered at Place) Buyer's designated facility (Incoterms 2020) unless otherwise stated in the Purchase Order. Title and risk of loss pass to Buyer upon delivery to the specified destination. Supplier is responsible for all freight claims and damage in transit. Material must be packaged to industry standards for the product type (e.g., flat-rolled steel: skidded, paper-wrapped, banded, with ID/OD tags) and protected from moisture, contamination, and damage.
4. Quality standards and certification
All material must conform to the applicable ASTM specification, grade, and tolerances stated in the Purchase Order, and must be accompanied by a Certified Mill Test Report (CMTR) for each heat. Each CMTR must: (i) identify the heat number; (ii) match coil or product tags; (iii) include full chemical and mechanical test results; and (iv) be provided in PDF format at the time of shipment.
Supplier must provide at shipment:
- CMTR for each heat with heat numbers linked to product identification
- Packing list referencing Purchase Order, line numbers, and Buyer's part numbers
- Country of origin and mill of origin for all material
- Buy America Act (BAA) or Build America, Buy America Act (BABA) certification upon request
- Conflict minerals, REACH, RoHS, and other compliance statements upon request
- PPAP or other quality documentation for automotive or critical applications
Failure to provide complete and accurate documentation is grounds for rejection and return at Supplier's expense.
5. Inspection, rejection, and return rights
Buyer reserves the right to inspect all material at any time. Payment or acceptance does not waive Buyer's right to inspect or reject non-conforming material. Buyer may reject any material that fails to conform to the Purchase Order specifications, these Terms, or applicable quality standards within ninety (90) days of receipt. Rejected material will be held at Supplier's risk and expense. Supplier must, at Buyer's option: (i) replace non-conforming material at no charge within ten (10) business days; (ii) issue full credit including freight; or (iii) accept return for full refund. Buyer may also recover costs of inspection, handling, and re-procurement.
6. Supplier warranties
Supplier warrants that all material: (i) conforms to the specifications, drawings, and samples in the Purchase Order; (ii) is free from defects in material, workmanship, and title; (iii) is merchantable and fit for its intended purpose; (iv) is delivered free of liens, encumbrances, and claims; (v) complies with all applicable federal, state, and local laws and regulations; and (vi) is new, unused, and of first quality. These warranties survive inspection, acceptance, payment, and any limitations period in the UCC.
7. Compliance requirements
Supplier shall comply with all applicable laws, including but not limited to: U.S. export controls, anti-corruption laws (FCPA), trade sanctions, conflict minerals disclosure (Dodd-Frank Section 1502), RoHS, REACH, Modern Slavery Act, and labor and environmental regulations. Supplier must promptly notify Buyer of any change in country of origin, mill of melt, ownership, or production location that may affect compliance obligations. Supplier shall provide all certifications, declarations, and supporting documentation reasonably requested by Buyer to verify compliance.
8. Indemnification
Supplier shall indemnify, defend, and hold harmless Buyer, its affiliates, customers, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) defective or non-conforming material; (ii) breach of warranty; (iii) Supplier's negligence or willful misconduct; (iv) infringement of intellectual property rights; or (v) violation of applicable laws. This indemnity survives termination of the Purchase Order and is in addition to any other remedies available to Buyer.
8A. Independent contractor status
All persons employed by Supplier or its agents who enter upon Buyer's plant, property, or facilities in connection with any Purchase Order are and shall remain servants, employees, or agents of Supplier alone, and not of Buyer. Supplier shall be solely responsible for all such persons and shall indemnify and hold Buyer harmless from any and all liability, claims, demands, losses, costs, and expenses (including attorneys' fees) arising from or related to the presence or actions of Supplier's personnel on Buyer's premises, including but not limited to workers' compensation claims, personal injury, property damage, or any claim that such persons are employees or agents of Buyer. Buyer shall have no vicarious liability for the actions or omissions of Supplier's personnel.
9. Limitation on supplier claims
Supplier must submit any claim against Buyer in writing within thirty (30) days of the event giving rise to the claim, or such claim is waived. Supplier's exclusive remedy for any claim relating to a Purchase Order is limited to the purchase price paid for the affected material. Supplier waives any claim for lost profits, consequential, incidental, or punitive damages.
10. Insurance
Supplier shall maintain, at its own expense: (i) Commercial General Liability insurance with limits of at least $2,000,000 per occurrence; (ii) Automobile Liability insurance; (iii) Workers' Compensation insurance as required by law; and (iv) Umbrella or Excess Liability coverage. Supplier shall name Buyer as an additional insured on all liability policies and provide certificates of insurance upon request.
11. Confidentiality
All information disclosed by Buyer, including specifications, drawings, pricing, forecasts, and customer information, is confidential. Supplier shall not use or disclose such information except as necessary to perform under the Purchase Order, and shall return or destroy all confidential information upon request.
12. Termination
Buyer may terminate any Purchase Order, in whole or in part, with or without cause, by providing written notice to Supplier. Upon termination for convenience, Buyer's sole liability is reimbursement of Supplier's reasonable, documented, non-recoverable costs incurred prior to receipt of termination notice, not to exceed the Purchase Order value. Buyer may terminate immediately for cause (including non-conformance, breach, insolvency, delinquent delivery, or otherwise unsatisfactory service) without liability.
13. Governing law and dispute resolution
These Terms and all Purchase Orders are governed by the laws of the State of Illinois without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Exclusive jurisdiction and venue for any dispute lie in the state and federal courts located in DuPage County, Illinois. The prevailing party in any litigation is entitled to recover reasonable attorneys' fees and costs.
14. General provisions
These Terms constitute the entire agreement between Buyer and Supplier regarding the subject matter and supersede all prior understandings. No modification is effective unless in writing and signed by Buyer's authorized representative. If any provision is held invalid, the remaining provisions remain in full effect. Waiver of any breach does not waive subsequent breaches. Supplier may not assign or delegate its obligations without Buyer's prior written consent.
No supplier modifications
No terms stated in Supplier's quotations, acknowledgments, invoices, or other documents shall modify, supplement, or supersede these Terms and Conditions of Purchase or the Purchase Order, even if Buyer accepts or pays for goods. Only a writing explicitly labeled “Amendment” and signed by both parties' authorized representatives may modify these terms.
For questions regarding these Terms, contact: dls@dlsassociatesinc.com.
Effective: June 10, 2026.