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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


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


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


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


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.

Part II: Packing, Weighing, Shipping

and Receiving

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


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

Guidelines for Metals Transactions