Effective Date: February 3, 2026

Seller: Richard Steel Company (“RSC,” “Seller,” “we,” “us”)
Buyer: The purchasing entity placing the order (“Buyer,” “you”)
Contact: admin@richardsteelcompany.com

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These Terms & Conditions (“Terms”) apply to all quotations, sales of goods, and services (including fabrication, machining, repair/rebuild, reverse engineering, and engineered redesign) provided by Seller to Buyer, unless Seller agrees otherwise in a written document signed by Seller.

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1) Order of Precedence; “Unless Specified”

If there is a conflict, the following order controls (highest to lowest):

1. Seller’s written quotation and/or Seller’s order acknowledgment (including any special terms stated there)

2. These Terms

3. Buyer’s purchase order terms (which are rejected unless expressly accepted in writing by Seller)

Unless otherwise specified in Seller’s quotation, Seller’s order acknowledgment, or a mutually signed agreement, the default terms include Net 30 payment and FOB Shipping Point.

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2) Quotations

Quotations are valid for [30] days from the quote date unless otherwise stated and are subject to change due to material pricing, availability, scope changes, or errors/omissions. Quotes are offers to sell only on these Terms.

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3) Order Acceptance

Buyer’s purchase order, acceptance, or instruction to proceed constitutes acceptance of these Terms. No additional or different terms in Buyer’s PO, vendor portal, or other documents will apply unless Seller expressly agrees in writing.

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4) Pricing; Taxes; Surcharges

Prices are as stated in the quotation or order acknowledgment. Buyer is responsible for all applicable taxes, duties, tariffs, and similar charges (excluding Seller’s income taxes), unless Buyer provides a valid tax-exempt certificate prior to invoicing. Any material/alloy surcharges or freight charges are as stated on the quote or acknowledgment.

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5) Payment Terms (Default Net 30)

Unless otherwise specified on the quote, order acknowledgment, or a signed agreement, payment terms are Net 30 days from invoice date. Seller may:

• require deposits, progress payments, or COD based on credit review,

• suspend work or shipments for overdue balances,

• charge late fees up to 1.5% per month (18% annually) or the maximum allowed by law, whichever is less,

• recover reasonable costs of collection (including attorneys’ fees, where permitted).

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6) Delivery; Title; Risk of Loss (Default FOB Shipping Point)

Delivery dates are estimates unless Seller states otherwise in writing. Unless otherwise specified on the quote or order acknowledgment, shipments are FOB Shipping Point (Seller’s facility). Title and risk of loss transfer to Buyer upon Seller’s delivery of goods to the carrier. Freight method may be Seller’s choice unless specified. Seller is not liable for delays due to causes beyond Seller’s reasonable control (force majeure), including material shortages, carrier delays, labor actions, power outages, or acts of God.

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7) Changes, Cancellations, and Holds

Custom work often begins immediately upon order acceptance. Buyer may not cancel or change an order without Seller’s written consent. If approved, Buyer will pay:

• all costs incurred to date (labor, materials, outside processing, tooling, engineering/NRE),

• restocking or disposal costs (if applicable),

• a reasonable administrative charge.

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8) Buyer-Supplied Information, Materials, and Specifications

Buyer is responsible for the accuracy and completeness of all drawings, dimensions, tolerances, material specs, performance requirements, and fit/function requirements provided to Seller. If Buyer supplies material, Buyer warrants it is suitable and conforms to required specifications. Seller is not responsible for defects, nonconformance, or delays caused by inaccurate specs, incorrect information, or nonconforming Buyer-furnished material.

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9) Engineering, Reverse Engineering, and Design Assistance

If Seller provides redesign, reverse engineering, or design assistance, Buyer remains responsible for final approval and suitability for Buyer’s application and operating environment. Unless otherwise agreed in writing, Seller does not assume responsibility for Buyer’s overall system design, safety compliance, or regulatory compliance.

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10) Inspection; Acceptance; Nonconformance Claims

Buyer must inspect goods promptly upon receipt. Any claims for shortages, shipping damage, or nonconformance must be made in writing within 10 calendar days of delivery, or the goods are deemed accepted. Seller may require return of samples or parts for evaluation and will provide instructions (including any RMA requirement) before returns are authorized.

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11) Returns

Custom, fabricated-to-print, engineered, or made-to-order items are generally non-returnable unless Seller authorizes in writing. Authorized returns may be subject to restocking fees and must be in original condition.

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12) Limited Warranty

Unless otherwise specified on Seller’s quote or a signed agreement, Seller warrants that goods and services will conform to the written specifications in Seller’s quotation/order acknowledgment and will be free from defects in workmanship for 90 days from shipment (for goods) or completion (for services), under normal use.

 

This warranty does not cover:

• normal wear, abrasion, erosion, corrosion, impact damage, misuse, improper installation, or lack of maintenance,

• operation outside intended or disclosed conditions,

• modifications/repairs not performed by Seller,

• defects caused by Buyer-supplied designs, materials, or specifications.

 

Seller’s sole obligation and Buyer’s exclusive remedy is, at Seller’s option: repair, rework, replacement, or credit for the nonconforming portion. All other warranties, express or implied (including merchantability and fitness for a particular purpose), are disclaimed to the maximum extent permitted by law.

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13) Limitation of Liability

To the maximum extent permitted by law:

• Seller will not be liable for any indirect, incidental, special, or consequential damages (including lost profits, downtime, or loss of production), even if advised of the possibility.

• Seller’s total liability for any claim will not exceed the amount paid by Buyer for the specific goods/services giving rise to the claim.

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14) Intellectual Property

Seller retains all rights to its pre-existing designs, know-how, processes, tooling concepts, and intellectual property. Buyer retains ownership of Buyer’s drawings and intellectual property provided to Seller. Unless otherwise agreed in writing, any tooling, fixtures, programs, or process documentation created by Seller to fulfill an order remain Seller’s property, even if charged, unless the quote expressly states Buyer ownership.

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15) Confidentiality

If the parties have a signed NDA, it governs confidentiality. If no NDA exists, each party agrees to use commercially reasonable care not to disclose clearly marked confidential information received from the other, except as needed to perform under the order or as required by law.

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16) Compliance; Export Controls

Buyer represents that it will use goods/services in compliance with all applicable laws and regulations, including export controls and sanctions. Buyer will not request or use goods/services for prohibited end uses.

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17) Governing Law; Venue

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Any dispute will be brought in the state or federal courts located in Allegheny County, Pennsylvania, and the parties consent to jurisdiction there.

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18) Severability; Waiver; Entire Agreement

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver. These Terms, together with Seller’s quote and order acknowledgment, constitute the entire agreement for the transaction unless superseded by a written agreement signed by Seller.