SHARP METALS LLC (d/b/a SOURCE 21) – TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Terms”) govern all sales of goods, materials, and services (including processing services) (collectively, “Products”) by Sharp Metals LLC, an Ohio limited liability company, d/b/a Source 21 (“Seller”) to the customer purchasing such Products (“Buyer”), whether arising from a quotation, estimate, written purchase order, phone order, email, electronic data interchange, online order, or any other method (each, an “Order”).
Seller will do business only on these Terms. These Terms materially affect the parties’ rights and obligations. Seller’s acceptance is expressly conditioned on Buyer’s assent to these Terms.
Seller Information
Sharp Metals LLC d/b/a Source 21
379 W Olentangy St
Powell, OH 43065
United States
1. ACCEPTANCE; REJECTION OF ADDITIONAL OR DIFFERENT
TERMS; ENTIRE AGREEMENT
1.1 Acceptance. These Terms are incorporated into and shall govern every quotation, order acknowledgement, invoice, and Order between Seller and Buyer. Buyer’s placement of an Order, acceptance of a quotation, acceptance of delivery, or payment for any Products constitutes acceptance of these Terms.
1.2 Conflicting Terms Rejected. Any terms or conditions in Buyer’s purchase order, supplier portal, master agreement, or other document that are different from, in addition to, or inconsistent with these Terms are hereby expressly rejected and shall not become part of any Order unless Seller agrees in a writing signed by an authorized representative of Seller that specifically references the conflicting term(s).
1.3 Order Acknowledgement Controls. Seller’s order acknowledgement, invoice, or written confirmation (including email) controls and forms the agreement between the parties (“Agreement”). Any prior or contemporaneous oral or written statements, understandings, or proposals not incorporated into Seller’s written confirmation are superseded.
2. QUOTATIONS; PRICING; TAXES; SURCHARGES; TARIFFS
2.1 Quotations. All quotations are subject to change or withdrawal prior to Seller’s written
acceptance. Unless otherwise stated in writing, quotations expire 30 days from the date issued.
2.2 Pricing. Prices are as stated in Seller’s quotation or order acknowledgement.
2.3Metal Market Pricing; Price Adjustments; Fixed-Price Exception.
Unless Seller expressly agrees in writing that pricing is fixed, all prices quoted and/or
acknowledged by Seller are subject to adjustment at any time prior to shipment to reflect changes in Seller’s costs and market conditions, including without limitation changes in COMEX and/or LME pricing, mill and alloy surcharges, conversion and processing costs, freight and fuel costs, duties and tariffs, currency impacts, availability, and Seller’s replacement cost. Any fixed-price commitment must be expressly stated in Seller’s written quotation, order acknowledgement, or a written contract signed by Seller and must clearly identify the
specific Products, quantities, and time period covered by the fixed pricing. If no such written fixed-price commitment exists, pricing is variable and may be adjusted by Seller.
2.4 Tariffs / Duties / Governmental Charges. Prices exclude any tariffs, duties, or governmentimposed charges (including Section 232 tariffs or other similar charges). Any such charges imposed or increased after quotation or acceptance may be added to Buyer’s invoice.
2.5 Taxes. Prices do not include sales, use, excise, VAT, gross receipts, or other taxes. Buyer shall pay all applicable taxes, except taxes based on Seller’s net income. If Buyer claims exemption, Buyer must provide a valid exemption certificate prior to shipment.
3. PAYMENT TERMS; CREDIT; LATE FEES; SECURITY INTEREST
3.1 Payment Terms. Payment terms are as stated on Seller’s invoice or order acknowledgement. Seller may require cash in advance, deposit, COD, wire/ACH, or other assurance of payment at any time.
3.2 Late Charges. Past-due amounts shall accrue interest at the lesser of (a) 1.5% per month (18% annually) or (b) the maximum rate permitted by law, from the due date until paid. Buyer shall reimburse Seller for all costs of collection, including reasonable attorneys’ fees.
3.3 Credit Approval. Any credit terms are subject to Seller’s continuing approval. Seller may reduce or revoke credit at any time based on Buyer’s payment history, creditworthiness, or Seller’s risk assessment.
3.4 Suspension / Setoff. Seller may suspend performance, delay shipment, or cancel any Order if Buyer fails to pay when due or if Seller reasonably believes Buyer may not pay. Buyer may not withhold payment or set off amounts for any reason without Seller’s prior written consent.
3.5 No Chargebacks; No Deductions.
Buyer shall not issue chargebacks, backcharges, debit memos, penalties, offsets, or deductions of any kind (including for alleged delays, nonconformity, sorting, rework, line shutdowns, or Buyer’s customer claims) without Seller’s prior written approval. Any disputed amounts must be addressed through Seller’s claims process, and Buyer remains obligated to pay Seller’s invoices
in full in accordance with the payment terms.
3.6 Security Interest. Seller retains a purchase money security interest in Products sold to Buyer until paid in full and may file financing statements (UCC-1) to perfect its interest.
4. DELIVERY; TITLE; RISK OF LOSS; SHIPPING; SCHEDULING
4.1Delivery Dates. Delivery dates are estimates only and not guaranteed unless expressly stated in writing as a firm commitment. Seller is not liable for delays.
4.2 Shipping Terms. Unless otherwise stated in writing, shipments are F.O.B. Seller’s facility
(UCC). Title and risk of loss pass to Buyer upon tender to the carrier.
4.3Freight / Handling. Freight, packaging, and handling charges are Buyer’s responsibility unless explicitly included in Seller’s quotation.
4.4 Partial Shipments. Seller may make partial shipments and invoice each shipment separately.
4.5Expedited Orders. Rush/expedite requests may be subject to additional fees, which will be communicated prior to processing where practical.
5. INSPECTION; ACCEPTANCE; CLAIMS; RETURNS
5.1 Inspection. Buyer shall inspect Products immediately upon receipt.
5.2 Notice of Nonconformity. Buyer must notify Seller in writing of any alleged shortage, damage, or nonconformity within five (5) business days of receipt. Failure to provide timely notice constitutes acceptance and waiver of all claims.
5.3 Surface / Finish; Protective Film; Cosmetic Standards.
Unless specifically agreed in writing, Seller does not warrant cosmetic appearance, uniformity of color, surface aesthetics, or freedom from minor handling marks consistent with standard mill/processing practices. Buyer acknowledges that protective films, PVC coatings, paper interleaving, and similar packaging methods reduce handling damage but do not eliminate it. Any claims relating to surface condition, finish, film application, film adhesion, or cosmetic
appearance must be made in writing within five (5) business days of receipt and prior to cutting, stamping, forming, slitting, polishing, heat treating, or other processing by Buyer or any third party. Processing, alteration, or use of the Products constitutes acceptance and waiver of such claims.
5.4 Returns; Restocking; Condition Requirements.
No returns are permitted without Seller’s written Return Material Authorization (“RMA”). Authorized returns must be (a) in original packaging, (b) in resaleable condition as determined by Seller, (c) free of damage, corrosion, contamination, or alteration, and (d) accompanied by the packing list and invoice reference. Buyer is responsible for return freight and risk of loss. Approved returns are subject to a restocking fee of twenty percent (20%) of the returned
Product value, with a minimum restocking fee of One Thousand Five Hundred Dollars
($1,500), plus any inspection, re-packaging, testing, processing, freight, administrative charges, or other costs incurred by Seller. Custom, processed, cut-to-length, slit, leveled, polished, special-order, or mill-direct Products are non-returnable.
5.5 Handling of Claims. Seller may require samples, photographs, mill certs, or other
documentation. Buyer shall retain the Products pending Seller’s inspection instructions.
6. PRODUCT SPECIFICATIONS; TOLERANCES; MILL STANDARDS
6.1 Specifications. Products will be furnished in accordance with the specifications stated in
Seller’s quotation/order acknowledgement. Buyer is responsible for confirming all
specifications, including alloy, temper, condition, thickness, width, length, finish, edge, flatness, camber, and coil set.
6.2 Tolerances. Unless otherwise stated in writing, Products are supplied subject to standard industry and mill tolerances, including applicable ASTM/AMS standards and/or Seller’s customary processing tolerances.
6.3 Weight Variations. Buyer acknowledges that shipped weights may vary based on mill and processing practices. Unless otherwise stated in writing, invoicing may be based on actual shipped weight.
6.4 Certifications; Test Reports; Traceability.
If Buyer requests mill test reports, certifications, Certificates of Conformance (“COC”), or similar documentation (“Certs”), Seller will provide the Certs made available to Seller by the producing mill/manufacturer or processor. Unless otherwise agreed in writing, Seller does not independently test or verify mill-provided data. Seller’s obligation is limited to providing the Certs received from the mill/manufacturer. Seller shall not be liable for any errors or omissions in mill-provided documentation. Certs are provided for informational/traceability purposes only
and do not expand Seller’s warranties or obligations under this Agreement.
7. PROCESSING SERVICES; CUSTOMER-SUPPLIED MATERIAL;
WORKMANSHIP
7.1 Processing. If Seller performs processing (including slitting, leveling, edging, polishing,
cutting, packaging, or other services), Buyer agrees that Buyer’s specifications control and Buyer is responsible for ensuring suitability for its intended use.
7.2 Customer-Supplied Material. If Buyer supplies material to Seller for processing, Buyer warrants that such material is fit for the requested processing and suitable for Buyer’s end use. Seller is not responsible for inherent defects, internal material conditions, laminations, or other issues that are not reasonably detectable prior to processing.
7.3 Scrap / Yield. Buyer acknowledges that processing may generate trim loss, scrap, and/or yield variance inherent to the requested work. Unless otherwise agreed in writing, Seller may dispose of processing scrap at Seller’s discretion.
8. STORAGE; DELAYED PICKUP; BUYER-REQUESTED HOLDS
If Buyer requests that Seller hold Products after completion or after the scheduled ship date, or if Buyer delays delivery, pickup, release, or shipping instructions, Seller may store Products at Buyer’s risk and expense. Seller may invoice storage fees beginning five (5) calendar days after Seller notifies Buyer that Products are ready for shipment or pickup. Storage fees will be assessed at $100 per skid per week and/or $100 per month per 1,000 lbs, whichever is greater, plus any third-party warehousing, insurance, handling, re-packaging, re-banding, or related costs incurred by Seller. Seller may also ship Products at Buyer’s expense if Buyer fails to provide timely shipping instructions. Extended storage may impact packaging condition; Seller shall not be responsible for cosmetic changes, oxidation, or deterioration caused by storage beyond Seller’s control.
9. LIMITED WARRANTY; DISCLAIMER
9.1 Limited Warranty. Seller warrants that Products will substantially conform to the
specifications stated in Seller’s order acknowledgement at the time of shipment. Seller does not warrant performance in Buyer’s application.
9.2 Exclusive Remedy. Buyer’s exclusive remedy for a valid warranty claim is, at Seller’s
option: (a) repair or reprocess; (b) replacement; or (c) refund of the purchase price paid for the nonconforming Products (excluding processing already performed, freight, and downstream costs).
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Seller does not warrant that Products will meet Buyer’s specific end-use requirements.
10. LIMITATION OF LIABILITY
10.1 No Consequential Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST PRODUCTION, LOST BUSINESS, REWORK COSTS, OR CLAIMS OF BUYER’S CUSTOMERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER OR PRODUCTS SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
10.3 Time Limit to Sue. Any action by Buyer must be brought within one (1) year after the
cause of action accrues.
11. FORCE MAJEURE
11.1 Seller is not liable for any delay or failure to perform due to causes beyond Seller’s reasonable control, including without limitation acts of God, flood, fire, labor disputes, strikes, supply shortages, transportation delays, mill interruptions, equipment failure, war, terrorism, pandemics,
governmental actions, embargoes, or changes in law or tariff structure. Seller may allocate
supply among customers in its reasonable discretion.
12. CANCELLATION; RESTOCKING; CUSTOM ORDERS
12.1 Cancellation by Buyer. Buyer may not cancel, delay, or change an Order without Seller’s written consent. If Seller agrees, Buyer shall reimburse Seller for all costs incurred, including material commitments, processing costs, restocking fees, and administrative charges.
12.2 Custom / Non-Returnable Orders. Orders for custom sizes, processing, special packaging, non-stock materials, or mill-direct orders are non-cancellable and non-returnable once placed with the mill or entered into production.
13. COMPLIANCE; EXPORT; SANCTIONS
13.1 Buyer shall comply with all applicable laws and regulations, including export controls and sanctions laws. Buyer represents it is not prohibited from purchasing Products under U.S. law
14. CONFIDENTIALITY
14.1 Non-public business information exchanged between the parties in connection with an Order shall be treated as confidential and used only for performance of the Order, unless the information is publicly available through no fault of the receiving party or is required to be disclosed by law.
15. GOVERNING LAW; VENUE; ATTORNEYS’ FEES
15.1 Governing Law. This Agreement is governed by the laws of the State of Ohio, without regard to conflict of laws rules, and as applicable, the Ohio Uniform Commercial Code.
15.2 Venue. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Franklin County, Ohio, and Buyer consents to personal jurisdiction and venue in such courts.
15.3 Attorneys’ Fees. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.
16. MISCELLANEOUS
16.1 Severability. If any provision is held invalid, the remaining provisions shall remain
enforceable.
16.2 Waiver. Seller’s failure to enforce any provision is not a waiver of future enforcement.
16.3 Assignment. Buyer may not assign its rights or obligations without Seller’s prior written
consent.
16.4 Headings. Headings are for convenience only and do not affect interpretation.
16.5 Electronic Signatures / Communications. Orders, acceptances, and notices may be transmitted electronically and shall be binding.
SHARP METALS LLC d/b/a SOURCE 21
379 W Olentangy St, Powell, OH 43065
These Terms and Conditions of Sale are effective as of: March 1st , 2025