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Terms and Conditions TA CHEN INTERNATIONAL, INC.
General Terms and Conditions of Sale
1. Applicability

These General Terms and Conditions of sale (“Terms”), the Claims Policies (as defined and referenced in Section 10 below) and the Seller’s Sales Order Confirmation (as defined and referenced in Section 2 below), are the only terms and conditions which govern the sale of the goods (“Goods”) by Ta Chen International, Inc., a California corporation, (“Seller”), to the purchaser of the Goods from Seller (“Buyer”). Any terms and conditions contained in any Buyer purchase order or other document, that are not consistent herewith, or contain additional or different terms, shall be deemed rejected absent a mutually executed written agreement by the parties to the contrary..


2. Order Acceptance

All purchase orders are subject to the terms and conditions of these Terms and are subject to Seller’s acceptance upon (i) the issuance by Seller and (ii) Buyer’s written acceptance of Seller’s Sales Order Confirmation (these terms and conditions and those of any Sales Order Confirmation shall be collectively referred to as the “Agreement”) and the date of acceptance shall be referred to as the “Date of Purchase”, the Agreement, as defined constitute the entire agreement between Seller and Buyer and supersede, in their entirety conflicting terms and conditions proposed by Buyer and any oral or written communications that are not entirely incorporated herein. Seller’s Sales Order Confirmation may include additional, modified, or amended terms and conditions. Neither submission of a purchase order alone, or the nor the commencement of performance or shipping shall constitute Seller’s acceptance of any of Buyer’s terms and conditions not specifically set forth in Seller’s Sales Order Confirmation or within these Terms.

Seller retains the right to review and approve each purchase order and to withhold acceptance thereof at Seller’s sole discretion. All orders shall also be subject to Seller’s review and approval of Buyer’s credit.

All price quotations are valid for the time period as follows:
  1. Stainless Steel product quotes are valid for three (3) business days
  2. Aluminum product quotes are valid for one (1) business day
  3. Electro-Galvanized Steel product quotes are valid for three (3) business days
  4. Mill direct products quotes are valid for one (1) business day. Final prices shall be reflected on Seller’s Sales Order Confirmation.
3. Cancellation and Return Policy
  1. Upon delivery to Buyer and subject to the terms of the Claims Policies as the term is defined in Section 11(b) herein below, all sales are final and no returns will be accepted.
  2. Upon acceptance of an order pursuant to the terms of Section 2 above, such order becomes final, non-cancelable and Seller shall have no liability to Buyer to refund any amounts received upon such order, except, however, Pipes, Valves and Fitting (“PVF”) and all Tubing(except A554 Tubing), , Angle, and Bar Goods, (herein after collectively referred to as “Long Products”) orders are subject to the TCI PVF Returns and Claims Policy and the TCI Long Products Returns respectively.
4. Shipping Terms and Delivery of Goods
  1. Seller shall make delivery F.O.B. shipping point unless otherwise stated on the face of the Sales Order Confirmation using Seller’s standard methods for packaging and shipping. All orders are subject to a separate packaging charge.
  2. All Sales Order Confirmations will have a ship date of not more the seven (7) calendar days after the Date of Purchase, with the exception of Mill Direct Orders which will be handled pursuant to the Sales Order Confirmation.
  3. Seller may, in its sole discretion, without liability or penalty, make incremental shipments of purchased Goods to Buyer. Each such shipment will constitute a separate sale and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
  4. If for any reason Buyer fails to accept delivery of any purchased Goods (not including Mill Direct Orders) within seven (7) calendar days of the date set forth on the Sales Order Confirmation, or if Seller is unable to deliver the Goods by such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, Seller may either (A) cancel the order or (B) (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered and Buyer will be invoiced on or before the tenth (10th) day following the Date of Purchase; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, transportation, storage and insurance). If, however, any Mill Direct Orders are/is not accepted for delivery within five (5) business days of Seller’s written notice that such order is ready for delivery, (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up at a storage fee of $0.02 per pound of product.
  5. Direct Mill Orders are subject to a delivered quantity variance allowance of more or less than ten percent (10%) of the listed quantity within any Sales Order Confirmation.
  6. Unless otherwise expressly agreed, delivery times shall not be regarded as binding and delays in delivery shall not entitled Buyer to claim damages.
5. Title and Risk of Loss

Title and risk of loss passes to Buyer upon Seller’s delivery of the Goods within the terms of Section 4. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and upon the Goods, wherever located, and whether presently existing or thereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision shall constitute a purchase money security interest under the Uniform Commercial Code as adopted by the State of California.

Should Buyer request delivery of ordered Goods via a common carrier of Buyer’s choice, the terms of delivery must be either “Collect” or “3rd Party” and title and risk of loss passes to Buyer once the Goods are loaded onto the Buyer controlled transport vehicle.
6. Amendment and Modification

These Terms may be amended or modified at any time by Seller, by posting such amendment or modification on Seller’s website.
7. Price

Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s Sales Order Confirmation. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, customs duties, fees and charges of any kind imposed by any Governmental Authority (except for Aluminum products which may include duties and value added taxes). Buyer shall be responsible for all such charges, costs and taxes.
8. Payment Terms
  • Buyer shall pay all invoiced amounts due to Seller in US Dollars pursuant to the terms of Seller’s Sale Order Confirmation. Buyer shall make all payments hereunder by wire transfer or check in US dollars. Buyer shall not withhold payment of any invoiced amounts by reason of any set-off for any claim or dispute with Seller.
  • Buyer shall pay interest on the outstanding balance of all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts within ten (10) days following any applicable payment due date. Seller shall not be obligated to deliver any late payment notice or demand before the accrual of any interest.
Unused customer credits may be applied subject to approval by Seller’s Accounts Receivable department. Buyer may not unilaterally take customer credits. For information concerning unused customer credits, Buyer may contact Seller’s Accounts Receivable department or Buyer’s customer representative.
9. Backorders

Seller does not accept or create backorders of any kind.
10. Inspection and Rejection of Nonconforming, Defective or Damaged Goods
  • Seller warrants the Goods sold to Buyer will be free from material defects and will conform to Seller’s Sales Order Confirmation. This section 10 is not transferrable and extends only to Buyer, subject to the specific terms and conditions of the applicable of Seller’s following “Claims Policies”, each of which are incorporated herein by this reference:
    1. For Stainless Steel Flat Rolled Goods, see the TCI Stainless Flat Roll Claims Policy;
    2. For Aluminum Flat Rolled Goods, see the TCI Aluminum Flat Rolled Claims Policy;
    3. For Electro-Galvanized Steel Flat Rolled Goods, see the TCI Electro-Galvanized Steel Coil Claims Policy;
    4. For Bars, Angles and other Long Products, see the TCI Long Products Returns and Claims Policy;
    5. For Pipe, Valve, Fittings, Tube and Flanges, see the TCI PVF Returns and Claims Policy.
    6. For Aluminum Extrusion Goods, see the TCI Aluminum Extrusion Claims Policy.

    In the event of any discrepancy between the terms and conditions of the Claim Policies and these Terms, the terms and conditions of the separate Claim Policies will prevail.
  • Buyer shall inspect the delivered Goods and make claim(s) for any nonconforming, damaged, or defective Goods within thirty (30) days of the issuance of Seller’s invoice for such Goods (the “Inspection Period”).
  • All claims are subject to the terms and conditions set forth in the applicable Claims Policy.
  • Buyer will be deemed to have accepted the delivered Goods unless it notifies Seller in writing of any nonconforming, defective or damaged Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is in breach of the Agreement as (1) the Goods do not conform to the Sales Order Confirmation, (2) the Goods are incorrectly labeled; (3) the Goods are materially defective, or (ii) the Goods are damaged upon delivery.
  • If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall promptly review such claim and if accepted, in Seller’s sole discretion, Seller may either: (i) replace such Nonconforming Goods with conforming Goods, (ii) credit or refund the Price for such Nonconforming Goods upon receipt of return to Seller of the Nonconforming Goods, or (iii) request Buyer to retain the Nonconforming Goods for scrap pursuant to the terms of the Claims Policies. Upon Seller’s instructions, Buyer shall ship, at its expense and risk of loss (subject to any applicable credit), the Nonconforming Goods to Seller’s facility as directed by Seller.
  • Buyer’s Exclusive Remedies
    • Buyer acknowledges and agrees that the remedies set forth in Section 10(e) are Buyer’s sole and exclusive remedies for Seller’s delivery of Nonconforming Goods. Except as provided under Section 10(e), all sales of Goods to Buyer are made on a one-way basis and Buyer may not return Goods purchased without Seller’s issued Merchandise Return Authorization as described in the Claims Policies as described in Section 10. THIS SECTION 10(e) SETS FORTH THE BUYER’S SOLE REMEDY AND SELLER’S ENTIRE LIABILITY FOR NONCONFORMING GOODS AND ANY BREACH OF THIS AGREEMENT.
11. Disclaimer of Warranty

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY OTHER REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.
12. Waiver

No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13. Confidential Information

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
14. Force Majeure

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached any Agreement, for any failure, cancellation, or delay in fulfilling or performing upon any Agreement or any term thereof when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, (including but not limited to adverse trade actions; imposition of tariffs and/or quotas; anti-dumping actions; and actions taken for reasons of national security), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
15. Limitation of Liability
  • IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THE AGREEMENT, OR ANY PART THEREOF, OR FROM THE GOODS SOLD, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY.
  • IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE AFFECTED GOODS SOLD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT (OR ANY PART THEREOF), OR PRODUCTS OR SERVICES FURNISHED THEREUPON BY SELLER MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
16. Assignment

Buyer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No permitted assignment or delegation relieves Buyer of any of its obligations under the Agreement.
17. Relationship of the Parties

The relationship between the parties is that of independent contractors without any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship.
18. No Third-Party Beneficiaries

The Agreement is for the sole benefit of Buyer and Seller and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever thereunder.
19. Governing Law

All matters arising out of or relating to the Agreement is governed by and construed in accordance with the internal laws of the State of California.
20. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located within the County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
21. Notices

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
22. Severability

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. Customer Credits and other Billing Related Issues

Buyer’s inquiries regarding unused credits or requests to change billing addresses, ship to addresses and/or contact information, shall be addressed to Seller’s Accounts Receivable Department.
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