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Terms and Conditions of Sale

LAST MODIFIED: SEPTEMBER 11, 2026

These Terms and Conditions of Sale apply to all transactions between anyone purchasing goods (“Buyer”) from The Mill Steel Co. (“Mill Steel” or “Seller”) unless noted in another document between Buyer and Seller. 

  1. Agreement: In consideration of The Mill Steel Co., and any of its subsidiaries and/or affiliates (“Seller”) agreeing to provide goods and related services (together, the “Goods”) to the entity identified in any of Seller’s applications for credit, quotations, confirmations or invoices (the “Buyer”), the Buyer agrees to these Terms and Conditions of Sale as follows:
    1. These Terms and Conditions of Sale together with the terms and conditions of any other quotation, confirmation and/or invoice prepared by Seller and sent to Buyer, all of which are incorporated herein, constitute the entire agreement between the parties (the “Terms”).
    2. Buyer agrees these Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions.
  2. Credit:
    1. In exchange for Buyer’s agreement to these Terms, Seller agrees to sell the Goods on credit pursuant to the terms set forth herein.
    2. If Buyer’s financial responsibility shall become unsatisfactory to Seller at any time and for any reason, Seller shall have the right to require payment in cash or to obtain satisfactory security from Buyer before making any further deliveries.
  3. Price:
    1. Buyer shall purchase the Goods from Seller at the prices (the “Price(s)”) set forth in Seller's quotation, conformation or invoice.
    2. The Prices exclude transportation and insurance costs which are the sole responsibility of the Buyer unless agreed otherwise.
    3. The Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.
  4. Payment:
    1. Unless otherwise agreed to the contrary in writing, payment shall be made by the 30th day following the date the Goods are shipped or services provided.
    2. All payments shall be made in U.S. dollars.
    3. A time-price differential charge equal to 1.5% per month (18.0 % per annum) may be charged on all balances not paid in full as of the 30th day following the date payment is due.
    4. Seller reserves the right to assess a credit card processing fee for payments made by credit card where permitted by law.
    5. In case any payment is not made when due, Seller shall have the right, in addition to its other remedies, to seek specific performance of these Terms, to immediately suspend any deliveries, to alter payment terms, or terminate these Terms. Approval of credit for one or more deliveries shall not be deemed a waiver of this provision.
  5. Shipping; Risk of Loss; Security Interest:
    1. The Goods sold pursuant to these Terms are sold F.O.B. Seller’s place of business (“Delivery Point”). Buyer assumes responsibility for all costs of transportation.
    2. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point.
    3. 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 under the Goods, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds). The security interest granted under this provision constitutes a purchase money security interest under the Michigan Uniform Commercial Code and Buyer hereby authorizes Seller to create and file a financing statement. Buyer agrees to execute and deliver such other documents as necessary to create, perfect, preserve or enforce such security interest.
  6. Inspection/Notice of Claims: Buyer shall inspect the Goods provided by Seller within 2 days following delivery (“Inspection Period”).
    1. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Seller’s quotation or invoice; or (ii) product’s label or packaging incorrectly identifies its contents.
    2. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses paid by Buyer. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility from which Buyer received the Goods.
    3. Buyer acknowledges and agrees that the remedies set forth in Section are Buyer's exclusive remedies for the delivery of Nonconforming Goods.
    4. Failure of Buyer to give notice of any claim within the Inspection Period shall be deemed an absolute and unconditional waiver of such claim.
  7. Limited Warranty:
    1. Seller warrants that for 1 year following the delivery date that the Goods provided hereunder will conform to the specifications in these Terms.
    2. EXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, SELLER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE GOODS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION DESCRIPTION, QUALITY, DESIGN, PERFORMANCE, SPECIFICATIONS, CONDITION, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE. NO PERSON, INCLUDING BUYER, IS AUTHORIZED BY SELLER TO MAKE WARRANTIES OR ASSUME ANY LIABILITY FOR SELLER WITH RESPECT TO THE GOODS. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES AND SHALL NOT BE RELIED ON BY BUYER AND ARE NOT PART OF THE AGREEMENT. SELLER’S WARRANTY OBLIGATIONS, AND BUYER’S REMEDY, ARE SOLELY AS STATED IN THIS AGREEMENT.
  8. Limitation of Liability:
    1. Exclusive Remedy. THE EXCLUSIVE REMEDY FOR THE BUYER FOR ANY DAMAGES INCURRED AS A RESULT OF, OR RELATING TO, THE GOODS AND/OR THESE TERMS IS LIMITED TO THE RETURN OF THE PRICES PAID FOR SUCH GOODS.  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY OTHER KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM THE GOODS OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE GOODS FOR ANY PURPOSE WHATSOEVER, IRRESPECTIVE OF WHETHER THE CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE OR WERE FORESEEABLE AND WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE. IN NO EVENT SHALL SELLER INCUR ANY LIABILITY WHATSOEVER FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO DELAY IN DELIVERY.
  9. Indemnification: Buyer shall indemnify, defend and save Seller harmless from any liability, loss, cost, penalty, damage or expense, including attorneys’ fees, which Seller may incur as a result of any claim, damage, injury, cause of action, proceeding, citation, or work stoppage arising out of or in any way connected with these Terms and/or Buyer’s use, modification or sale of any Goods provided by Seller.
  10. Insurance/Bonding: The Buyer must maintain and pay for insurance coverage in the amounts, of the types and with the limits as are typical for companies such as Buyer. Buyer agrees and acknowledges that Seller is entering into these Terms in reliance on Buyer’s representation that the policies of insurance contemplated by these provisions will be in place, with all premiums paid. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in these Terms.
  11. Force Majeure: Seller shall not be liable for any delay or impairment of performance resulting in whole or in part from any cause beyond Seller’s control including, without limitation, fires, floods, explosions, accidents or other catastrophes, acts of God, strikes, lockouts or labor disruption, wars, riots or embargo delays, government allocations or priorities, shortages of transportation, fuel, labor or materials, inability to procure the Goods or raw materials, severe weather conditions, changes of law or regulation, epidemics or pandemics or any laws or regulations relating to epidemics or pandemics, or any other circumstance or cause beyond Seller’s control. Such excuse from performance shall extend so long as the event continues to delay or impair Seller’s performance. During any force majeure period, (a) Buyer’s payment obligations are not excused, and (b) Seller may allocate production/deliveries among customers in its sole discretion, and may terminate affected orders without liability after thirty (30) days.
  12. Force Majeure: Seller shall not be liable for any delay or impairment of performance resulting in whole or in part from any cause beyond Seller’s control including, without limitation, fires, floods, explosions, accidents or other catastrophes, acts of God, strikes, lockouts or labor disruption, wars, riots or embargo delays, government allocations or priorities, shortages of transportation, fuel, labor or materials, inability to procure the Goods or raw materials, severe weather conditions, changes of law or regulation, epidemics or pandemics or any laws or regulations relating to epidemics or pandemics, or any other circumstance or cause beyond Seller’s control. Such excuse from performance shall extend so long as the event continues to delay or impair Seller’s performance. During any force majeure period, (a) Buyer’s payment obligations are not excused, and (b) Seller may allocate production/deliveries among customers in its sole discretion, and may terminate affected orders without liability after thirty (30) days.
  13. No Waiver by Seller: Seller shall not be deemed to have waived any rights under these Terms unless such waiver is given in writing and signed by Seller. No delay or omission on the part of Seller in exercising any right shall operate as a waiver of such right or any other right. A waiver by Seller of a provision of these Terms shall not prejudice or constitute a waiver of Seller’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. No prior waiver by Seller, nor any course of dealing between Seller and Buyer shall constitute a waiver of any of Seller’s rights or of any of Buyer’s obligations as to any future transactions. Whenever the consent of Seller is required under these Terms, the granting of such consent by Seller in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Seller.
  14. Assignment: Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void at Seller’s discretion. No assignment or delegation relieves Buyer of any of its obligations under these Terms.
  15. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  16. No Third-Party Beneficiaries: This Terms benefits solely the parties to these Terms. Nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
  17. Severability: If any term or provision of these Terms is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
  18. Governing Law/Jurisdiction-Venue/Statute of Limitations:
    1. These Terms shall be governed by and construed in accordance with the laws of the State of Michigan without regard to conflict of law doctrines.
    2. Buyer waives any right to a jury trial.
    3. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of Kent County, Michigan, and Buyer irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    4. BUYER WAIVES ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS IN ANY WAY IF NOT BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUED TO BUYER.