ISRISpecsSept2016

52

SCRAP SPECIFICATIONS CIRCULAR 2016

Guidelines for Metals Transactions

IX. Payment: Terms of payment should be explicit. Ex: “Net 30 days after shipment”; “Net 15 days after mill receipt.” Avoid phrases such as “usual;” “Net 30;” “Net Cash.” Documents required to effect paymet to be clearly stated. Ex: “Bill of Lading”;” Invoice”; “Weight Certificate.” State how payment shall be made. If there is discussion of compensation for delayed payments, it should be included in the contract. If Letter of Credit is called for as a means of payment, it is advisable that the terms to be included in the Letter of Credit also be stated in the contract. When applicable, contract should state whether Buyer or Seller is responsible for payment of taxes, duties, or any other levies to which a shipment could be subjected. Contract should state whether the Seller’s or Buyer’s weights shall govern the basis of settlement. X. Assignment: The contract may state whether the Buyer and/or the Seller has the right to assign the contract. If it does, it should emphasize that the obligation arising under the contract shall be equally binding on his assignee. XI. Notice: The Seller should specify how notice to be given under the contract should be received—i.e. by hand, by telegram, by certified or registered mail. One should also specify when notice is deemed to be received by the party to whom it is given. XII. Disclaimer of Warranties: Depending on the type of transaction, or the metal involved, the Seller may want to limit his liability by disclaiming any warranties of merchantability or of fitness for a particular purpose. XIII. Default: The contract should contain a provision setting forth the events which would result in a default of the contract. This provision might also contain a clause stipulating damages and/or setting forth available remedies (i.e. specific perfor- mance) in the event a default does, in fact, occur. XIV. Force Majeure: This item is related to the item of default, as indicated in paragraph XIII. Seller or Buyer may enumerate, either generally or specifically, what events (i.e. strikes, fires, accidents) constitute circumstances beyond its control and thereby absolve him/her of any liability for damages or delay. XV. Non-Waiver: The Seller or Buyer should state in the contract that his/ her failure to insist upon strict performance in any given instance shall not be construed as a waiver or relinquish- ment for the future of any of the terms, covenants and con- ditions contained therein. XVI. Claims: The Seller may specify that any claims involved in a metals transaction for contaminated materials, weight shortage, or for any other cause is waived by the Buyer unless brought to the Seller’s attention within a certain number of days after delivery.

XVII. Arbitration and Applicable Law: The contract should set forth which state’s or country’s law will apply in the event of a legal dispute under the contract. It should also provide for arbitration procedure. (If ISRI Arbi- tration is desired, the contract should so stipulate.) XVIII. Benefit: The contract should stipulate on whom it is binding. For instance, the Seller or Buyer may want to specify that the contract inures to the benefit of the parties, their legal rep- resentatives, successors and assignees. XIX. Entire Agreement: This provision is especially important in the area of metals transactions, which frequently involve extensive preliminary negotiations. A clause may be inserted into the contract stating that the contract constitutes the parties’ entire agreement and supersedes all prior agreements and under- standings with respect to the subject matter of the contract. XX. Modification: A clause may be included in the contract stating that the contract’s requirements can only be modified by a written instrument signed by the parties or their respective agents. This insures that the parties’ informal discussions will not later be construed as affecting an alteration of the contract. It is recommended that strict adherence to contract terms will minimize many of the potential problems in this area. If there is a question about any item, one should communicate with his/her Buyer/Seller and clarify the situation prior to shipping. Listed below are some specific guidelines to be used in avoiding the most frequently reported problems. Packing (All Shipments) Seller’s Responsibility: a. Pack in the manner and form agreed. Example: In sound bales, briquettes, boxes, pallets, drums, loose, etc. b. Be sure that Buyer agrees with your definition of words and phrases, i.e. Bale, Briquette, Coil, etc. as well as allowed dimensions and weights of such. c. Material and packages should be securely tied or sup- ported so that packages will hold in transit and normal handling. Buyer’s Responsibility: a. Advise Seller of any specific prohibitions, i.e. type or method of packing, size or weight of pieces, units or packages, etc. b. Be sure that Seller agrees with your definition of words and phrases, i.e. Bale, Briquette, Coil, etc., as well as allowed dimensions and weights of such. Weighing, Shipping and Receiving (Truck Shipment) Seller’s Responsibility: a. Each package should be individually weighed and the entire truckload should be checkweighted for compari- son. Reconcile or explain any differences. If truck is Part II: Packing, Weighing, Shipping and Receiving