Effective Date: December 11, 2025
American Steel and Aluminum (ASA)‘s purchase order (“Order“) is an offer to Seller. Any written acceptance, shipment of Goods, or performance of Services constitutes acceptance. ASA rejects any additional or conflicting terms unless expressly agreed in writing. No prior communication modifies these Terms.
These Terms and the Order constitute the full agreement between ASA and Seller. No verbal statements or prior documents bind ASA unless incorporated in writing. In case of conflict, the Order governs, then ASA specifications, these Terms, and Seller documents last.
Orders remain in effect until completed unless terminated by ASA under these Terms. Releases, ongoing schedules, or blanket–order forecasts do not constitute binding quantity commitments unless specifically stated.
Time is of the essence. Seller must deliver Goods and Services in accordance with ASA’s instructions, schedules, and quantities. Seller shall notify ASA immediately upon any risk of delay. ASA may recover costs for expedited shipping, downtime, lost production, or covering purchases. Early or excess deliveries may be rejected at Seller’s expense.
Seller shall package and label Goods to prevent damage, ensure safety compliance, and meet ASA’s requirements. Unless otherwise specified, delivery terms are DDP ASA specified facility (Incoterms 2020). Seller bears all freight, duties, taxes, and insurance until receipt and acceptance by ASA.
Title to Goods transfers to ASA upon acceptance. Risk of loss remains with Seller until Goods are received, inspected, and accepted by ASA. Loss, damage, or shortage prior to acceptance is Seller’s responsibility.
ASA may provide forecasts or estimates for planning purposes. Such forecasts are non- binding unless stated otherwise in writing. Seller shall maintain sufficient capacity and inventory to meet expected schedule fluctuations.
ASA may request changes to specifications, materials, quantities, scope, packaging, or delivery. Seller must notify ASA in writing within ten (10) days of any cost or timing impact. No change is valid without ASA’s written approval.
Prices listed in the Order are firm. No surcharges or increases apply without ASA’s written consent. ASA standard payment terms are Net 30 Days unless stated otherwise. ASA may set off any amounts owed to Seller against Seller’s obligations.
Prices include all taxes, duties, tariffs, and fees unless ASA provides valid exemptions. Seller is responsible for all tax liabilities related to the performance of the Order unless explicitly stated otherwise.
Seller warrants that all Goods and Services:
(i) conform to ASA drawings, specifications, and requirements;
(ii) are new and free from defects in materials and workmanship;
(iii) comply with all applicable federal, state, and local laws;
(iv) are free from liens, claims, or encumbrances;
(v) are fit for ASA’s intended purpose, whether stated or reasonably inferable.
Warranty duration is a minimum of twelve (12) months from delivery unless extended by law or ASA agreement. Seller must remedy any defects at its sole expense.
ASA may reject or revoke acceptance of defective or non–conforming Goods at any time. ASA may:
Seller is liable for all costs resulting from non–conformance.
ASA may inspect Goods before shipment, upon receipt, or during production. Payment does not constitute acceptance. ASA, its customers, and regulatory bodies may audit Seller’s facilities, quality plans, and relevant records with reasonable notice.
Seller shall maintain quality systems adequate for the Goods supplied. Seller shall provide certificates of analysis, compliance, testing, and traceability upon request. Seller must promptly disclose potential quality issues affecting delivered or in–process Goods.
Seller shall comply with all laws including:
Seller must provide Safety Data Sheets and ensure proper hazardous material handling.
All ASA information–including business, pricing, engineering, and technical data—is confidential. Seller may not disclose or use ASA information beyond fulfilling the Order. Confidentiality obligations survive termination.
Unless Goods are made exclusively to ASA design, Seller warrants that Goods do not infringe third–party IP. Seller shall indemnify ASA for all IP claims. ASA retains ownership of any data, documents, or materials it provides.
Tools, dies, materials, or equipment furnished by ASA remain ASA property. Seller shall:
Seller is liable for loss or damage.
Seller shall indemnify, defend, and hold ASA harmless from all losses, damages, liabilities, legal fees, penalties, or claims arising from:
(a) defective Goods or Services;
(b) Seller negligence or misconduct;
(c) breach of contract;
(d) violation of law;
(e) injury or property damage;
(f) IP infringement.
Indemnification obligations survive termination.
Seller must maintain:
ASA may request certificates at any time.
ASA may terminate the Order without penalty. ASA will pay only for conforming Goods delivered before termination. No lost profits or overhead recovery is allowed.
ASA may terminate immediately for:
Seller is liable for all resulting damages.
Seller must notify ASA immediately of any force majeure event. Financial hardship, labor shortages, or supply chain issues do not excuse Seller’s obligations.
These Terms are governed by New York law. Any legal action must be brought exclusively in state or federal courts located in New York.
Seller may not assign or subcontract obligations without ASA’s written approval. ASA may assign the Order to any affiliate or successor.
ASA’s failure to enforce any provision shall not constitute a waiver of rights.
If any provision is invalid, remaining provisions remain enforceable.
Warranties, confidentiality, indemnification, compliance, intellectual property, and other provisions survive termination.
