1. Acceptance and modifications
All sales by Metal Master Sales Corporation (“Seller”) are subject exclusively to these Terms and Conditions of Sale. Any order placed by buyer (“Buyer”) constitutes acceptance of these terms. Additional, different, or conflicting terms in any purchase order, acknowledgment, or other document are expressly rejected and shall not be binding unless agreed in writing by an authorized officer of Seller. Seller reserves the right to accept, reject, or modify any order at its sole discretion.
2. Pricing and quotations
All quotations are valid for ten (10) business days from issuance unless otherwise specified. Prices are subject to adjustment for raw material surcharges, freight costs, tariffs, taxes, and other costs in effect at time of shipment. Seller reserves the right to correct pricing errors.
3. Payment terms
Payment terms are as stated on Seller's order acknowledgment or invoice. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Buyer shall pay all costs of collection, including reasonable attorney fees. Seller may suspend shipments, cancel orders, or require prepayment or additional security if Buyer's creditworthiness deteriorates or payment is not timely received.
4. Delivery, title, and risk of loss
Unless otherwise specified in writing, all shipments are FOB Seller's shipping point. Title and risk of loss pass to Buyer upon delivery to carrier. Delivery dates are estimates only and not guaranteed. Seller shall not be liable for any delays in delivery. Buyer is responsible for all freight, insurance, and transportation charges unless expressly agreed otherwise in writing.
5. Title retention and security interest
Seller retains a security interest in all goods sold until full payment is received. Buyer grants Seller a purchase-money security interest in the goods and all proceeds. Buyer authorizes Seller to file financing statements without Buyer's signature to perfect this security interest.
6. Product specifications and tolerances
Materials conform to applicable industry standards (ASTM, ASME, or equivalent) and standard mill tolerances unless tighter tolerances are expressly specified in Seller's written order acknowledgment. Materials are sold by theoretical weight, scale weight, or piece count as specified. Variations within industry-standard tolerances are acceptable and do not constitute non-conformity.
7. Inspection, claims, and returns
Buyer must inspect all goods within fifteen (15) days of receipt. Any claim for shortage, defect, or non-conformity must be made in writing within this period, accompanied by supporting documentation. FAILURE TO TIMELY NOTIFY SELLER CONSTITUTES ACCEPTANCE OF THE GOODS AND WAIVER OF ALL CLAIMS. No returns are accepted without Seller's prior written authorization. Unauthorized returns will be refused or subject to restocking fees of at least 25%.
8. Limited warranty
Seller warrants that goods sold will conform to the specifications stated in Seller's order acknowledgment. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Seller makes no warranty regarding the suitability of goods for Buyer's intended use. SELLER'S SOLE LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY IS, AT SELLER'S OPTION, REPLACEMENT OF NON-CONFORMING GOODS OR REFUND OF THE PURCHASE PRICE.
9. Limitation of liability
IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF USE, DOWNTIME, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY GOODS SOLD SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. These limitations apply regardless of the form of action, whether in contract, tort, strict liability, negligence, or otherwise.
10. Order cancellation and modifications
Orders may not be cancelled, rescheduled, or modified after acceptance without Seller's prior written consent. Seller may require payment of cancellation charges equal to all costs incurred plus a reasonable margin. Custom-processed, mill-direct, imported, or special-order materials are non-cancellable and non-returnable.
11. Force majeure
Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, fire, flood, severe weather, earthquake, war, terrorism, civil unrest, labor disputes, strikes, transportation disruptions, supplier or mill delays, raw material shortages, equipment failure, utility outages, government orders or restrictions, pandemic, epidemic, cyber-attacks, or any other unforeseeable circumstances. Seller may cancel or suspend performance without liability during any force majeure event.
12. Compliance with laws
Buyer shall comply with all applicable federal, state, and local laws, including export control, anti-corruption, trade sanctions, and environmental regulations. Buyer is responsible for determining the suitability and legal compliance of goods for Buyer's intended use and jurisdiction.
13. Governing law and dispute resolution
These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of Illinois, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Any dispute arising out of or relating to these terms or any sale shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in DuPage County, Illinois. Buyer waives any objection to venue or inconvenient forum. The prevailing party in any litigation shall be entitled to recover reasonable attorney fees and costs.
14. General provisions
These terms constitute the entire agreement between Seller and Buyer regarding the sale of goods and supersede all prior or contemporaneous communications. No waiver of any provision shall be deemed a continuing waiver or waiver of any other provision. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. These terms may only be modified by a written agreement signed by an authorized officer of Seller.
15. Contact information
For questions regarding these Terms and Conditions of Sale: dls@dlsassociatesinc.com.
Last updated: June 10, 2026.