Metal Suppliers Online Terms & Conditions

Users of this Site can qualify for three distinct levels or categories of access. The most basic category of access is given to Users who are classified as "Viewers," and who are given the privilege to use our Community and Research Sections. To become a Viewer, an applicant is required to fill out truthfully and accurately the biographical information and contact information set forth in the Company's registration application ( the "Registration Application"). The second category of access is given to Users who are classified as "Buyers," and who are given the privileges of a Buyer when using the MetalSuppliersOnline Excess Stock Room (the "Excess Stock Room") and the MetalSuppliersOnline Exchange (the "Exchange"). To become a Buyer, an applicant is required to fill out truthfully and accurately the information requested of Buyers in the Registration Application. The third category of access is given to Users who are classified as "Suppliers." Suppliers, in turn, are given two distinct levels of access. The first level of Supplier access allows a Supplier to post information in the Excess Stock Room concerning excess inventory or supplies, and to solicit offers from Buyers concerning such product. The second level of Supplier access allows a Supplier not only the privileges of the first level of Supplier access, but also the privilege to receive and respond to requests for quotations ("RFQs") from Buyers and to participate in live negotiation or transaction events ("Negotiations or Transactions") within the Exchange. To become a Supplier, and to apply for the desired level of Supplier access, an applicant is required to fill out truthfully and accurately the information requested of Suppliers in the Registration Application.

MetalSuppliersOnline.com is merely a venue for registered Users to communicate, gather information and participate in the online commercial transactions described herein, including the Excess Stock Room and Exchange. The Site and the Company's sole purpose is to facilitate the commercial communications process and provide an efficient resource for research, communication and commerce within the metals industry. The Site and the Company does not guarantee and disclaims any liability with respect to the accuracy of any information provided by Suppliers with respect to quality, condition, documentation or ownership of the items advertised for sale on its Site or the accuracy of any other information provided by Users in connection with any aspect of the Site. The Company does not guarantee any individual Supplier's or Buyer's ability to complete transactions using the Excess Supply Room or the Exchange and makes no representation regarding the identity, creditworthiness, or performance of any User. Each User is encouraged to evaluate carefully the credit and business rating of every other User with whom transactions are contemplated, including the D-U-N-S number provided by a User to assess its creditworthiness. Any and all disputes between Buyers and Suppliers at any time during or after the negotiation and or consummation of a transaction in which Metal Suppliers Online facilitated the occurrence of that negotiation or transaction are to be resolved directly between the parties in accordance with their respective policies on such matters.

Every person that wishes to become a User and have one or more of the recognized levels of access must first fully and accurately complete the applicable sections of the Company's Registration Application. Upon submission of a completed Registration Application, each User agrees to accept each and every one of the terms and conditions of this User Agreement. The Company reserves the right to review and verify the information provided in an applicant's Registration Application and to limit, postpone or reject the application for any reason, including not meeting the Company's required qualifications as set forth below. Each User understands that, until its Registration Application has been approved, it will not have access to the Site. The Company reserves the right, in its sole discretion, to review each User's status and compliance with the terms of the User Agreement and to suspend or terminate a User's privilege to access the Site at any time without notice.

User qualifications and the appropriate level of access will be determined in the sole and absolute discretion of the Company. The qualifications will be based on an individual's or company's business and financial status, as well as verification that each User is "in the business" of buying and/or selling the items listed in their approved category. The Company will determine each User's approved category based on each User's qualifications. User qualification and category access will be based on many factors, including but not limited to the following: whether the User is a Buyer or Supplier, geographic or other Supplier imposed restrictions, type of product, etc. Each User will be required to stay within its approved category and not to deviate from any restrictions imposed on such category. Any deviation from the restrictions imposed on the approved category will be grounds for automatic termination of access to the Site.

Each User creates their username and password and is solely responsible for its confidentiality. User agrees not to furnish User name, Password or other information to any other party for any use of the Company's Site. User agrees to notify the Company immediately of any unauthorized use of User's personal Password, User name or other information.

Each User agrees and warrants that all of the information provided in its Registration Application is true and correct, including, but not limited to, the User's legal name, address, phone number, fax number, e-mail address and other personal and business information. User agrees to promptly update any information provided in its Registration Application if such information subsequently changes. User understands that all information provided by User will be maintained by the Company as confidential per the terms of our Privacy Policy. User understands that it is solely responsible for providing accurate and complete information and that it will be liable to the Company and/or to other Users if it knowingly or negligently provides false information.

Metal Suppliers Online subscribers who are approved as Users are granted a revocable, non-exclusive, non-transferable limited right to access the Site. Approval of an individual as a User grants the individual User a single- person (i.e. “single-user” or “single-seat”) license to use the service provided by the Company through the Site in accordance with the terms of this Agreement. Only the individual approved User may access the Site using his/her granted access information. A licensed User shall not knowingly permit anyone else to access the Site, use the User's login information to access the Site, or use the User's license to access the Site. Businesses or entities participating in the Metal Buyer Advantage (“MBA”) program must still register individual Users and pay for a single-user license for each such User. Participation in the MBA program does not expand the terms of this license or convert that license into a multi-seat or multiple-user license. The licenses granted to Users under the MBA program are still considered single-user /single-seat licenses that are not to be shared among multiple individuals working for an MBA participant. Furthermore, licensees may not (i) modify, adapt, or otherwise create derivative works from the Site or any services provided by the Company; (ii) lease, sublicense, sell, rent, loan, redistribute, or otherwise transfer, whether for commercial purposes or otherwise, access to the Site or any aspect of the services provided by the Company; (iii) use the Site to develop a competing service; (iv) use the Site or the license to collect or harvest any third party's information or send unauthorized commercial communications to other Users or any other person or entity; or (v) use the Site for any unlawful purpose, or in any manner that breaches this Agreement. All rights not expressly granted to the Licensee under this Agreement are hereby reserved for the Company and you will not acquire such rights through estoppel, implication, or otherwise.

falsify or misrepresent any personal or business information regarding its identity or intentions with respect to any matter, at any time, while using this site or in subsequent communications between parties that may result as an outcome of one party's use of this Site;

post, publish, transmit, distribute, or upload any information through the Site that the Company, in its sole and absolute discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or is otherwise disagreeable;

post, publish, transmit, distribute, or upload any information through the Site that contains a virus, or any other harmful software code or programming routine;

post, publish, transmit, distribute, or upload any information through the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, including without limitation any export laws and regulations;

post, publish, transmit, distribute, or upload any information through the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless the User has obtained permission from such owner;

post, publish, transmit, distribute, or upload through the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including, without limitation, spamming the Company's Users;

use, reproduce, distribute, publish or communicate any information obtained from the Site, including any transaction activity or listings, for any commercial reason, unless such activity has been expressly approved by the Company;

manipulate the price of any Transaction on the Company's Site, directly or indirectly, by shill bidding (bidding or posing as another party to affect the price in it own negotiations) or by submitting or encouraging the submission of false bids or postings under another name or through another agent, representative, employee, advisor or affiliate.

Suppliers will not be charged any listing fees or sales commissions on non-excess items sold by Suppliers to our Users. Excess items are those items that are listed and marketed explicitly via the Excess Stock Room.

Suppliers are not in any way restricted from contacting Buyers directly. Although it is preferable to the buyers and Company that the Supplier utilize ths Site to highest and utmost use as a communications service and information management tool, Suppliers are in no way required to use this Site exclusively for the purposes of conducting commercial activity as a result of inquiries and RFQs generated from this Site. A Supplier who receives an RFQ from a Buyer is encouraged to respond, and a consistent failure to respond to RFQs can lead the Company, in its sole and absolute discretion, to take away the Supplier's privileges of access to the Site.

Listing Information in Excess Stock Room. Supplier is solely responsible for the accuracy, completeness and validity of all information describing the item listed for sale in the Excess Stock Room (the "Listing Information"). A Supplier who post merchandise for sale in the Excess Stock Room represents and warrants that it is the lawful owner of all listed property, and has good and valid title to transfer or convey the same. Each Supplier represents and warrants that all Listing Information provided is accurate and truthful regarding the type, quantity, quality, condition, and the availability of documentation concerning the property posted by the Supplier on the Site. Supplier understands and agrees that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any Listing Information provided with respect to any item posted by a Supplier.

No Unlawful Items. Supplier agrees that it will not attempt to sell any illegal items of any kind through the Site. This may include, but not be limited to radioactive materials or controlled substances such as material prohibited for sale by the US government.

Good Faith Negotiations and Transactions. All negotiations or transactions in which a Supplier participates require that the Supplier participate in good faith and adheres to the highest professional standards and etiquette. The Company reserves the sole and exclusive right to monitor the performance of each Supplier and solicit the feedback of Buyers to maintain the integrity of this Site and its activities. The Company, at its sole and complete discretion, may terminate the access to this Site by Suppliers who the Company deems are not adhering to the professional standards and spirit of this Site as defined solely by the Company on a case-by-case basis.

No Listing Fees. A Supplier does not have to pay any fees to the Company in order to list items for sale in the Excess Stock Room.

Transaction fees for the Excess Stock Room. Metal Suppliers Online charges a 5% sales commission fee, payable by the seller to MSO at the time of sale.

Ratings for Excess Stock Room. A key factor to the success of the Excess Stock Room is to assure that materials listed in the Excess Stock Room are in fact available. A Supplier who lists material for sale in the Excess Stock Room may be deemed not in good standing if the Supplier lists material in the Excess Stock Room that is not available when a Buyer solicits the material. The Company will maintain a rating of Suppliers who use the Excess Stock Room to alert Buyers concerning the history of each Supplier and, in particular, whether such Supplier has listed materials and then failed to consummate a transaction. The Company reserves the right, in its sole and absolute discretion, to terminate the privileges of a Supplier to use the Site if the Supplier fails to complete a sale after listing materials for sale in the Excess Stock Room.

Title Transfers to be Negotiated Between Buyer and Supplier. Buyer and Supplier are jointly responsible for negotiating delivery terms, including when title passes, the party bearing the costs of delivery, and so forth, and the Company is expressly indemnified and held harmless by the parties from any such liabilities. The parties may, at their sole and absolute discretion, elect to use Freightquote.com to arrange for delivery or forwarding of materials, but the Company has no relationship with Freightquote.com, other than to allow easy access by Buyers and Suppliers to their services, and the Company disclaims all responsibility and liability for the performance of Freightquote.com.

Company is Not a Party to Transactions; Fees Are Due On Agreement. The Company is not a party to transactions completed between Buyer and Supplier, and the payment and collection of funds is entirely the responsibility of the parties to the transaction.

Representation of Capacity and Intent. Buyer, by bidding on any posted item in the Excess Stock Room or by sending an RFQ for any item is representing Buyer's intention and financial capability to purchase that item.

Good Faith Negotiations and Transactions. All inquires made by Buyers, or negotiations or transactions in which a Buyer participates require that the Buyer participate in good faith and adheres to the highest professional standards and etiquette. The Company reserves the sole and exclusive right to monitor the performance of each Buyer and solicit the feedback of Suppliers to maintain the integrity of this Site and its activities. The Company, at its sole and complete discretion, may terminate the access to this Site by Buyers who the Company deems are not adhering to the professional standards and spirit of this Site as defined solely by the Company on a case-by-case basis.

Buyer Observe Confidentiality. Buyer's are expected to adhere to any confidentiality or geographic selling restrictions imposed by Supplier.

Buyer Must Use Its Registered Name. Buyer may not participate on the Company's Site by any other name than that provided in the Buyer's Registration Application.

Buyers are requested to update the information regarding RFQs initiated on this Site. This Site is designed to provide a powerful resource to both Suppliers and Buyers and Buyers are expected to provide feedback on RFQ's, Negotiations or Transactions initiated within either the Excess Stock Room or the Exchange to Suppliers via the mechanisms provided within the site. It is the company's belief that both buyer and seller benefit from the efficiencies of electronic communications and commerce. The company's goal is to replicate, in an on-line venue, the requests, offers, and instructions that are typically exchanged between buyer and seller offline. The Company may from time to time review the performance of Buyers in providing Suppliers feedback and notify Buyer of lapses in this regard. Chronic failure to provide Suppliers feedback could result in the suspension of access to the Site and its privileges until such a time as the Buyer had remedied the problem.

Title Transfers to be Negotiated Between Buyer and Supplier. Buyer and Supplier are jointly responsible for negotiating delivery terms, including when title passes, the party bearing the costs of delivery, and so forth, and the Company is expressly indemnified and held harmless by the parties from any such liabilities. The parties may, at their sole and absolute discretion, elect to use Freightquote.com to arrange for delivery or forwarding of materials, but the Company has no relationship with Freightquote.com, other than to allow easy access by Buyers and Suppliers to their services, and the Company disclaims all responsibility and liability for the performance of Freightquote.com.

Company is Not a Party to Transactions; Fees Are Due On Agreement. The Company is not a party to transactions completed between Buyer and Supplier, and the payment and collection of funds is entirely the responsibility of the parties to the transaction.

Metal Suppliers Online reserves the right to share any request for quotation, literature or information with any supplier it so chooses at it's sole discretion.

All fees and other amounts payable pursuant to this User Agreement shall be paid in United States dollars, free and clear of, and without deduction or withholding on account of, taxes of any kind.

The Company may, at its sole and absolute discretion, modify or change any aspect of this User Agreement at any time, in whole or in part and without prior notice to Users, by posting any modifications to its User Agreement on its Site. Users agree to periodically review, and in all events to review at least once per month, the terms and conditions of this User Agreement to remain aware of any such modifications. The User's continued use of the Company's Site after any such modifications or changes are posted will constitute its acceptance of any modifications to the modified User Agreement. The Company reserves the right to modify this User Agreement, as it applies to any specific User, to grant special or unique modifications to a specific User, provided that any and all such special modifications must be in writing between the Company and the applicable User. Any specialized modifications so made shall apply only the User that is a party to such written agreement.

The Company has no obligation, but reserves the right, in its sole and absolute discretion, to screen RFQs and to adjust or remove, in whole or in part, RFQs based on the Company's assessment of the appropriateness of the inquiry for selected Suppliers. The Company will not edit information pertaining to any items or materials listed in the Excess Stock Room except, and only, to reflect partial quantity sales of material sold in the Excess Stock Room. Suppliers of excess inventory are responsible for informing the Company, or where possible modifying the information directly, regarding the availability of excess material listed in the Excess Stock Room. The Company may, at it sole and absolute discretion, edit information provided by Users to comply with all the terms and conditions of this User Agreement.

The Company reserves the right to supervise all material, content and information on its Site, including, but not limited to, Excess Stock Room activity, Exchange event activity, User registration data, product and supplier search activity, supplier's product capabilities, Buyer and Supplier performance assessment data, material property data, utilities and member information features (refer inquiries to memberinfo@MetalSuppliersOnline.com) to determine compliance with the terms and conditions of this User Agreement and all current and future operating procedures and rules of conduct established by the Company. The Company reserves the right, at its sole and absolute discretion, to amend, edit, remove or otherwise block any material posted by a User which may violate any state, federal or local law or violate any aspect of this User Agreement. However, the Company does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any User as a result of relying on any material, content and information posted on the Company's Site. Users agree to indemnify and hold harmless the Company from any damages, losses, expenses or other injuries incurred by any User as a result of using any aspect of the Company's Site, Excess Stock Room and Exchange.

User understands that the Company shall take all commercially reasonable efforts to make its Site available, including the Exchange and the Excess Stock Room. However, the User agrees that the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any online transactions. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond the Company's control.

The Company reserves the right, in its sole and absolute discretion, to modify, suspend or terminate any aspect of its Site, including but not limited to its Excess Stock Room or its Exchange, without notice, including, but not limited to, changes in content, features, functionality, news and information, and product categories.

This Site may contain links and pointers to Internet sites maintained by third parties. The Company does not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for the convenience of Users, and do not constitute any endorsement by the Company. User assumes sole responsibility for use of third party links and pointers. Unless another party has entered into a written agreement with the Company, a party may only provide a hypertext link to the Site on another web site, and only if such hyperlink complies with all of the following conditions: 1) the link must be a text-only link clearly marked as "www.metalsuppliersonline.com"; 2) the link must "point" to the URL "http://www.metalsuppliersonline.com" and not to any other pages within the site; 3) the link, when activated by a user, must display the Site full-screen and not with a "frame" on the linking web site; and 4) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with the name and trademarks of the Company and the Site and must not create the false appearance that the Company or the Site is associated with the linking web site. The Company reserves the right to selectively revoke its consent to any link at any time in the Company's sole and absolute discretion.

The Company cannot guarantee the preservation or maintenance of records relating to historical Excess Stock Room or Exchange transactions and bidding activity and encourages Users to keep individual records and an accounting of all activity conducted through the Excess Stock Room or Exchange.

Users acknowledge and agree that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes that may be assessed or owed by any User in connection with the use of the Company's Site and Excess Stock room or Exchange activities. Users understand and agree that they are solely responsible for the calculation and payment of any taxes which may be incurred as a result of using the Excess Stock Room or Exchange.

The relationship between a User and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this User Agreement.

All notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in the Registration Application. Notice shall be deemed to have been provided 24 hours after the e-mail is transmitted by the Company. If the Company receives a message that the User's e-mail is disconnected or is no longer valid, notice shall be deemed to have been provided 72 hours following the mailing of a letter to the User's address contained in their Registration Application.

Users agree to indemnify and hold harmless the Company's directors, officers, employees and agents to the fullest extent lawful against any and all damages, claims, liabilities, costs and expenses incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses incurred in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising there from, whether or not in connection with pending or threatened litigation in which the Company or any other indemnified person is a party), including but not limited to actual and consequential damages, as a consequence of using the Site.

This User Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflicts of law provisions thereof. User agrees that, in the event of any claim or dispute between the User and the Company, any and all such claims and disputes shall be the subject of a binding arbitration to be held in Boston, Massachusetts before an arbitrator selected by the American Arbitration Association and subject to the rules of the American Arbitration Association. The User and the Company shall bear equally the costs of any such arbitration.

If any provision of this User Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of this User Agreement shall continue in full force and effect.

The terms and conditions of this User Agreement constitute a binding agreement between the Company and each User until terminated by the User or by the Company. The Company may at any time, in its sole and absolute discretion, terminate a User's access to the Site without notice and for any reason or no reason. Users may discontinue their use of the Site at any time and notify the Company of termination of User's status as a registered User.

In no event shall the Company's total liability to a User for all damages, losses and causes of action (whether in contract or in tort) exceed the amount of fees paid by the User to the Company in connection with the disputed item.

MetalSuppliersOnline.com and all images, graphics, software and content on the Site, including but not limited to the Excess Stock Room and Exchange portions of the Site, (collectively the "Intellectual Property") is and are the sole and exclusive property of the Company, unless otherwise stated, and may not be used without the prior written consent of the Company. All Intellectual Property available at this Site is the exclusive property of the Company. This Intellectual Property, including without limitation all HTML code, active server pages (ASP), XML code, and compilations of meta tag key words, supplier data, material property data, specification and trade name data, and all similar compiled data, is exclusively owned by the Company, and is and shall, to the maximum extent possible, be protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Intellectual Property is expressly prohibited by this agreement and breaches will be pursued by legal action. To the extent this Intellectual Property is also covered by copyright law, violators are given notice that any such violations may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Users shall have no right to this Intellectual Property or unique ideas found on the Site. COPYING OR REPRODUCTION OF THE INTELLECTUAL PROPERFTY, INCLUDING BUT NOT LIMITED TO SOFTWARE, TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

THE COMPANY PROVIDES THE SITE AND ALL RELATED INFORMATION AND SERVICES "AS IS, WHERE IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM THE COMPANY SHALL CREATE ANY EXPRESSED OR IMPLIED WARRANTY BY THE COMPANY. USERS ARE INSTRUCTED TO USE THE COMPANY'S SITE AND SERVICE AT THEIR OWN RISK.

This User Agreement constitutes the entire agreement between the User and the Company, is deemed newly executed each time the User accesses the Site, and each such new execution of this User Agreement shall supersede any and all previous agreements between User and the Company.