Terms & Conditions

These conditions of sale (the “Conditions”) are an integral part of and are incorporated into all offers and agreements for the sale of goods (the “Goods”) by West Coast Aluminum & Stainless, LLC, (“WCAS”). Amendment of the Conditions is only valid if confirmed in writing by WCAS. Any condition specified by the Buyer, in its order or otherwise, is rejected. WCAS will confirm the Buyer’s orders by the issuance of a written order confirmation. An agreement for sale of Goods will be concluded only upon the issuance of such a written order confirmation (“Confirmation”).

1.         Offers

An offer from WCAS is valid for such period as expressly stated in the offer.  Notwithstanding the foregoing, WCAS may revoke an offer at any time prior to WCAS’ issuance of its Confirmation.

2.         Order Acceptance

WCAS reserves the right to review and approve each purchase order and to withhold acceptance thereof at WCAS’ sole discretion.  All orders are subject to approval by an authorized WCAS employee and the issuance by WCAS of a Confirmation.  All order shall also be subject to WCAS’ approval of Buyer’s credit.

3.         Pricing

Buyer shall purchase the Goods from WCAS at the prices set forth on the face of the Confirmation.  All prices are F.O.B. Buyer’s warehouse or factory unless otherwise stated on the face of the Confirmation.  All prices are exclusive of all sales, use and excise taxes and any other similar taxes, duties, customs, fees and charges of any kind imposed by and Government Authority.  Buyer is responsible for all such taxes.

4.         Payment Terms

Payment terms are ½% ten (10) days, net thirty (30) unless otherwise stated on the face of the Confirmation.  Buyer shall not withhold payment of any invoiced amount by reason of any set-off for any claim or dispute with WCAS.  Buyer shall pay interest on the outstanding balance of all late payments at the lesser of the rate of .833% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse WCAS 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 WCAS does not waive by the exercise of any rights hereunder), WCAS 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. WCAS shall not be obligated to deliver any late payment notice or demand before the accrual of any interest.

5.         Shipping Terms

WCAS shall make delivery F.O.B. Buyer’s warehouse or factory unless otherwise stated on the face of the Confirmation. All Confirmations will include ship dates.  WCAS may make partial shipments of all Goods sold to Buyer at WCAS’ discretion.  If for any reason Buyer fails to accept delivery of any purchased Goods on the date set forth on the Confirmation, or if WCAS is unable to deliver the Goods by such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, WCAS 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) WCAS, 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).  Unless otherwise expressly agreed in writing by WCAS, delivery time shall not be regarded as binding and WCAS will not be liable to Buyer for any delays in delivery.

6.         Title and Risk of Loss

Title and risk of loss passes to Buyer upon WCAS’ delivery of the Goods within the terms of Section 5. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to WCAS 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 and Buyer agrees to do all acts necessary to perfect such interest.

Should Buyer request delivery of ordered Goods F.O.B. shipping point and contract with 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.

7.         Limited Warranty and Disclaimer of Warranty

All Goods sold by WCAS are warranted to Buyer to be free from defects in material and workmanship and comply in accordance with industry standards.  The foregoing warranty is not assignable.  EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 7, WCAS MAKES NO WARRANTY WHATSOEVER WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE OR OTHERWISE WITH RESPECT TO THE GOODS INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR USE, PURPOSE OR DESIGN. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY OTHER REPRESENTATION OR WARRANTY MADE BY WCAS, OR ANY OTHER PERSON ON WCAS’ BEHALF.

8.         Inspection and Rejection or Nonconforming, Defective or Damaged Goods

Buyer must inspect the Goods upon delivery and any claim by Buyer for nonconforming, defective or damaged Goods (“Nonconforming Goods”) must be made in writing within seven (7) days of receipt of the Goods.  If Buyer timely notifies WCAS of any Nonconforming Goods, WCAS shall promptly review such claim and if accepted, in WCAS’ sole discretion, WCAS may either: (i) replace such Nonconforming Goods upon receipt of return of such Goods, (ii) credit or refund the Price for such Nonconforming Goods upon receipt of return of such Goods, or (iii) upon WCAS’ request, Buyer shall retain the Nonconforming Goods and sell such as scrap with credit thereupon applied to WCAS. Upon WCAS’ instructions, Buyer shall ship, at its expense and risk of loss (subject to any applicable credit), the Nonconforming Goods to WCAS’ facility at its direction.  Buyer shall not ship the Nonconforming Goods until it has received WCAS’ written return merchandise authorization (“RMA”).  Claims of Nonconforming Goods shall be deemed waived and the Goods accepted by Buyer unless a claim for such Nonconforming Goods is submitted in writing within the time period prescribed in this Section 8. Buyer acknowledges and agrees that the remedies set forth in Section 8 are Buyer’s sole and exclusive remedies for WCAS’ delivery of Nonconforming Goods. Except as provided under Section 8, all sales of Goods to Buyer are made on a one-way basis and Buyer may not return Goods purchased without WCAS’ issued RMA. THIS SECTION 8 SETS FORTH THE BUYER’S SOLE REMEDY AND WCAS’ ENTIRE LIABILITY FOR NONCONFORMING GOODS.

9.         Goods Returns

Goods cannot be returned and orders cannot be cancelled, except upon the written approval of WCAS.  If a return is approved, WCAS will issue an RMA.  All returns must be made within thirty (30) days of the issuance of the RMA.  All Goods returned upon approved RMA is subject to a 15% restocking Charge and Buyer’s payment of freight charges. The return of certain Goods as subject to the following requirements: (i) Stock Material:  Stock Material pulled from our warehouse that requires a forklift, warehouse packaging and freight to the customer. The material must be in good condition and pass WCAS inspection. When returned, the material must be packaged well for shipment back to WCAS; (ii) Processed Sheet from Coil:  WCAS will decide if the processed sheets are resalable and at what value. Processed Sheet from Coil must be in good condition and pass WCAS inspection. When returned the material must be packaged well for shipment back to WCAS; (iii) Goods Brokered or Special Ordered, Non-Standard Stocking Goods:  Approval for the return of these Goods will be based on WCAS’s vendors approval. All fees charged by such vendor to WCAS plus 15% restocking fee will be charged along with all freight costs.

WCAS will not accept for return the following: (i) Goods not in the original shipped sales condition, (ii) Goods that have been damaged by Buyer or Buyer’s customer(s) and (iii) Goods that have been processed or altered following delivery to Buyer.

10.       Limitation of Liability

IN NO EVENT SHALL WCAS 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 WCAS, 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.

WCAS’ LIABILITY AND BUYER’S SOLE REMEDY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER ARISING FROM CONTRACT, TORT, OR OTHERWISE, IS EXCLUSIVELY LIMITED TO, AT WCAS’ OPTION, EITHER THE (i) REPLACEMENT OF NONCONFORMING GOODS OR (ii) THE REPAYMENT OR CREDITING OF BUYER FOR THE PURCHASE PRICE OF SUCH GOODS.  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 WCAS MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

11.       Force Majeure

WCAS shall not be liable for failure to perform its obligations resulting directly or indirectly form or contributed to by acts of God; acts of Buyer; acts of civil or military authority, (including actions taken for reasons of national security, wage and price controls, restrictions on business operations, travel, or the initiation of investigations, or imposition of adverse trade action, tariffs, quota, anti-dumping and/or countervailing duties); fires; war; national emergencies; pandemics; terrorism; riots; delays in transportation; lack of or inability to obtain materials, components, labor, fuel, utilities or supplies; or other circumstances beyond the reasonable control of WCAS, whether similar or dissimilar to the foregoing. 

12.       Choice of Law and Venue

All matter arising out of or relating to the Confirmation and the Conditions is governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provisions or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.  Any suit, action or proceeding arising out of or relating to the Confirmation and Conditions 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 with the County of Los Angeles, California and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suite, action or proceeding.

13.       Attorney’s Fees

In the event suit or other proceeding shall be brought by a party with respect to a breach hereunder, the prevailing party in any such suit or proceeding shall be entitled to its reasonable attorney fees and costs incurred in connection with such suit or proceeding.