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October 2023

Terms of Use

These Terms of Service are entered into by and between you, an individual, organization or commercial entity (“you” or “your”) and Felux Inc. ("Company", "we" or "us"). The following terms of use, together with the Privacy Policy, and any other documents expressly incorporated by reference (collectively, these "Terms"), govern your access to and use of www.felux.com (the "Felux Platform" or the “Site”), including any content, functionality, materials, and services offered on, through, or in connection with or through the Felux Platform, whether as a guest or a registered user. These Terms may not be added to, modified, superseded or altered except by written agreement or modification signed by Felux’s authorized representative, notwithstanding any terms and conditions which may now or in the future appear on your invoices, purchase order, quotations, acknowledgment or other forms, and notwithstanding any acceptance of shipment, payment, or other similar act.

THESE TERMS GOVERN YOUR USE OF THIS SITE. BY ACCESSING AND USING THIS SITE, YOU AGREE TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THIS SITE OR ANY OF THE INFORMATION OR CONTENT CONTAINED HEREIN. FELUX RESERVES THE RIGHT TO UPDATE THESE TERMS AT ANY TIME BY POSTING AN UPDATED COPY OF THESE TERMS TO THIS SITE AND YOU WAIVE THE RIGHT TO NOTICE OF ANY SPECIFIC CHANGES. BY CONTINUING TO ACCESS AND USE THE SITE AFTER THE POSTING OF UPDATED TERMS, YOU AGREE TO THE UPDATED TERMS.

This Site is offered only to users in the United States of America who are 18 years of age or older. You may not access or use this Site from outside the United States of America or in any manner that could subject Felux to international laws. By using this Site, you represent and warrant that you meet the eligibility requirements to use this Site and that you accept these Terms.

1. Felux Platform

The Felux Platform is a marketplace where sellers and buyers of metal may buy and sell steel materials anonymously by engaging Felux as a reseller of the material. Sellers may list materials on the Site or contact Felux for onboarding. A Felux representative may assist buyers and sellers with marketplace transactions within or outside of the Felux Platform. When you engage a Felux representative as a buyer, you represent and warrant that you have the authority to enter into such transaction and you authorize Felux to make purchases on your behalf based on your instructions. When you engage a Felux representative as a seller, you represent and warrant that you have the authority to enter into such transaction and you authorize Felux to sell material on your behalf based on your instructions. You agree that you are liable to the transaction counterparty, which may be Felux or a third party, for any transaction made on your behalf by a Felux representative. Regardless of whether you are acting as a buyer or a seller, you will promptly take such steps as may be necessary to effectuate the agreed transaction, including remitting payment to the applicable seller or transferring offerings to the applicable buyer, either of which may be Felux. You are liable and responsible to Felux for all fees associated with a transaction, whether initiated by you or by a Felux representative, even if you fail to complete any purchase or sale. You agree to defend, indemnify, and hold Felux harmless from and against any and all losses, damages, claims and other liabilities resulting from or arising out of your failure to complete any transaction initiated through Felux Platform.

To access the Felux Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. We may provide complimentary onboarding services or other services to you in connection with your use of the Felux Platform. If we input content on your behalf, you agree that such content shall be considered a “user contribution” posted by you. We are not responsible for the accuracy or completeness of such content. It is your responsibility to review and evaluate the accuracy and completeness of such content. We disclaim all liability and responsibility arising from any such services provided to you. You agree that all information you provide to register with this Felux Platform or otherwise, including but not limited to through the use of any interactive features on the Felux Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We reserve the right to withdraw or amend this Felux Platform, and any service or material provided on the Felux Platform, in our sole discretion without prior notice. We will not be liable if for any reason all or any part of the Felux Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Felux Platform, or to the entire Felux Platform, to registered users. You are responsible for (i) making all arrangements necessary for you to have access to the Felux Platform; and (ii) ensuring that all persons who access the Felux Platform through your internet connection are aware of these Terms and comply with them.

2. Logistics Services

If you request that Felux tender certain shipments, Felux may arrange motor carrier transportation to be performed by third parties (the “Logistic Services”). Unless expressly superseded by a written contract signed by an officer of yours and the shipper, consignor, consignee, or any other entity claiming an interest in the cargo for which Felux arranges transportation, these Terms shall govern Felux’s Logistic Services upon the earliest of your initial use of the Logistics Services. These Terms will remain effective and binding on you for so long as you use the Logistics Services.

You understand and agree that Felux functions as an independent entity in selling, negotiating, and arranging for transportation for compensation, and that the actual transportation for shipments tendered to Felux shall be performed by third-party motor carriers. A carrier, as used in this Agreement, means any motor carrier, freight forwarder, or trucking company, including a carrier as defined by 49 USC § 13102(3) with authority issued by the federal and/or applicable state governments or a carrier with authority issued by any other applicable governmental authority. Felux will solicit carriers with authority to operate under the FMCSA that do not hold an “unsatisfactory rating”, but has no further responsibility for the carrier, its drivers, or the cargo. In addition, Felux may tender loads sent to it by you to another broker to arrange for transportation by a third-party motor carrier, in which case you agree that the secondary broker will be responsible for the selection of the transporting carrier. FELUX IS NOT A CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FELUX IS A CARRIER.

Felux will use commercially reasonable efforts to meet delivery dates specified in an order, however, except as specifically stated in an order, delivery dates are Felux’s estimates only and shall not constitute a binding commitment. All shipments are “FOB Shipping Point”, meaning that the buyer accepts the title of the cargo at the shipping point and assumes all risk once the seller transfers the cargo to the carrier. Buyer is responsible if the cargo is damaged or lost while in transit.

The carrier shall be solely responsible for (i) controlling the method, manner, and means of accomplishing the carrier’s transportation services, (ii) the acts and omissions of each of its employees, agents, contractors, independent contractors, subcontractors, and other service providers, (iii) complying with all laws and regulations applicable to the carrier and (iv) any cargo loss or damage in accordance with applicable United States federal law. Carriers may limit their liability for cargo loss, damage, or delay. Felux does not assume any liability or financial responsibility for cargo, including any loss, theft, damage or delayed delivery, or provide any insurance in connection with carrier’s services. Felux is not responsible for loading, unloading or storage of materials, and will not be responsible for any claims for cargo loss, damage, or delay that are denied by the carrier, even if Felux assists you with the claim.

In the event of a cargo loss, damage or shortage claim, Felux may facilitate claims filing and processing with the carrier if you submit to Felux, within six (6) months of the date of delivery, a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage. You understand and agree that the underlying carrier may have a limitation of liability in place that limits your recovery with respect to such claims. Felux may, in its sole discretion and without liability to you, discontinue pursuit of claims with the carrier if such claim is not resolved within sixty (60) days of receipt by Felux. Felux shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by Felux’s negligent acts or omissions, in which event, Felux’s liability shall be limited to the amount owed to Company by you with respect to the services provided by Company that relate to the materials at issue. With respect to the standard for Felux negligence with respect to carrier’s insurance, Felux shall be deemed to be negligent only if the carrier fails to maintain insurance as required by law.

3. Material; Claims

All material offered is considered prime unless offering states otherwise. Non-prime material is sold as-is and such sales are considered final.

All material is subject to prior sale or reapplication unless otherwise confirmed in writing by Felux. All sales are subject to confirmation by Felux, and acceptance of the Felux terms and conditions of sale.

In connection with a purchase of materials, we may provide you with a material test report or other information about the material (collectively referred to as “Reports”). Reports are based on information provided to us by our suppliers or/or other third parties, such as independent laboratories. Reports are provided for informational only, not as a statement of liability acceptance or guarantee. Felux is not responsible for damages, product failure, and or injuries that may occur from your reliance on Reports, regardless of whether such information is provided on Felux letterhead or other Felux documentation.

All customer claims with respect to material purchases are subject to the Customer Claims Policy below.

4. Fees; Taxes; Payment Solutions

By accepting this Terms, you agree to pay all applicable fees due for purchases you make on or through the Felux Platform. Unless otherwise specified on an order, all sales made through the Felux Platform are cash in advance. When using the Felux Platform as a seller, you agree that a portion of the sales proceeds for the material sold may be retained by Felux until Felux confirms that the material has been delivered to the applicable buyer and no claim has been filed. Unless otherwise agreed by the parties in writing, all transactions are non-cancellable. Failure to pay fees when due may result in the termination or suspension of your access to all or part of the Felux Platform without prior notice. All outstanding payment obligations shall survive the termination of these Terms.

Felux may offer credit to buyers or may facilitate commercial credit through a third party. Buyers who sign up for credit through the Felux Platform may be required to agree to separate terms and conditions. You acknowledge that Felux is not liable and disclaims all responsibility for any third party commercial credit providers. FELUX IS NOT A BANK OR FINANCIAL INSTITUTION. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FELUX IS A BANK OR FINANCIAL INSTITUTION.

Depending on your business status and location, Felux may be required to charge any applicable taxes, duties, or levies and remit it to the relevant tax authority. If Felux is required under tax laws or regulations to report sales-related information, you agree to provide such information to Felux. If required in the applicable jurisdictions, Felux reserves the right to collect any taxes from the buyer or seller and pay such taxes to the relevant tax authority.

5. Seller Responsibilities

In exchange for the access and use of the Felux Platform, seller represents and warrants to Felux that:

  • Seller will provide and maintain accurate information for the materials listed for sale.
  • Seller has all necessary rights in and to the material to make it available for sale pursuant to the terms of the applicable order.
  • Material will be free from defects and workmanship, except as expressly agreed by the parties in an order.
  • At the time of shipment, material will conform to the terms of the order.
  • Material will be delivered free of any security interest or other lien or encumbrance.
  • Seller will comply with all applicable laws, rules and regulations in connection with the sale of material on the Felux Platform.
  • Seller will pay all fees on a timely basis.
  • Seller will work with Felux in good faith to promptly resolve any disputes related to material sold.
  • Seller will not tender to any carrier any cargo containing any hazardous materials or dangerous goods, including any hazardous material as defined at 49 U.S.C. § 5102(2).

6. Buyer Responsibilities

In exchange for the access and use of the Felux Platform, buyer of material represents and warrants to Felux that:

  • Buyer will promptly complete the purchase and pay all fees on a timely basis for any material purchased in connection with the Felux Platform, whether directly, through the Felux Platform, or by a Felux representative. If buyer fails to complete any such purchase, other than as a result in some defect in the material or failure on behalf of Felux, buyer shall reimburse Felux all costs and expenses incurred as a result thereof, including reasonable attorney’s fees.
  • Buyer will comply with all applicable laws, rules and regulations in connection with the purchase of material on the Felux Platform.
  • Buyer will provide and maintain accurate information for delivery and accepting delivery of purchased material. If buyer refuses to accept delivery of material ordered, buyer agrees to pay Felux liquidated damages in an amount equal to twenty percent (20%) of the total cost of the material refused, as reflected by the Felux invoice for said material.
  • Buyer will work with Felux in good faith to promptly resolve any disputes related to material purchased.
  • Buyer agrees to carefully inspect all cargo and shipping documents immediately upon delivery. If, upon inspection, any materials are nonconforming, damaged, visibly defective, or if the quantities received do not agree with the quantities indicated on the shipping documents, buyer must notate that on the delivery receipt
  • If buyer intends to assert any claim for nonconforming or damaged goods, buyer must within 30 days after receipt of such cargo, furnish Felux detailed written information of such damage, nonconformance, defect or shortage. Buyer’s failure to inform Felux or your use of the material shall be your acknowledgement that Felux has satisfactorily performed its obligations. See our Customer Claims Policy below for more information.

7. Account Security

You will be provided with a user name, password and other access information as part of our security procedures (the “Authentication Means”), and you must treat the Authentication Means as confidential, and you must not disclose them to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Felux Platform or portions of it using your user name, password or other security information or any Authentication Means for any purpose whatsoever. You are solely responsible for all actions taken and transactions entered into or facilitated through the use of your Authentication Means. You agree to notify us immediately of any unauthorized access to or use of your user name or password or other Authentication Means or any other breach of security. You also agree that you will exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our sole discretion, we determine that you have violated any provision of these Terms.

8. Intellectual Property Rights; Trademarks

This Site, its content (including and without limitation all text, graphics, logos, button icons, images, photographs, metadata, video clips, and audio clips and the compilation of content (“Content”)), and all software used on the Site is the exclusive intellectual property of Felux or its licensors and is protected by copyright, trademark, and other laws of the United States and other countries. Nothing in these Terms shall be construed as transferring any ownership rights or granting, by implication, inference, estoppel, or otherwise, any license or other right to use the Site or any of its content, software, or other intellectual property.

This Site features logos and other trademarks and service marks that are the property of or are licensed to Felux. The Site may also include trademarks or service marks of third parties. All these trademarks are the property of their respective owners, and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.

9. User Restrictions

You are authorized to use the Site and to print and download copies of content on the Site for your personal, non-commercial use only, so long as you do not remove any copyright or other notices that appear on the content you print or download. You agree that you will not otherwise copy, modify, display, sell, broadcast, transmit, or distribute any content on the Site in any manner or medium, including by uploading the content or otherwise making the content available online. Your right to use the Site is subject to your strict compliance with these Terms and your right to use the Site shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Site is personal to you, you may not assign nor transfer your right and any attempt to do so is void.

You agree not to use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any antitrust or competition laws, or laws regarding the export of data or software to and from the US or other countries). Additionally, you agree not to: use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site; use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized herein, without our prior written consent; use any device, software, or routine that interferes with the proper working of the Site; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; attack the Site via a denial-of-service attack or a distributed denial-of-service attack; impersonate or attempt to impersonate Felux, a Felux employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing); engage in any other conduct that restricts or inhibits anyone's use of the Felux Platform, or which, as determined by us in our sole discretion, may harm Felux or users of the Felux Platform or expose them to potential liability; or otherwise attempt to interfere with the proper working of the Site.

10. Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any listings or material in our sole discretion.
  • Take any action with respect to any listing or material that we deem necessary or appropriate in our sole discretion, including if we believe that such listing or material violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Felux Platform or the public or could create potential liability for Felux.
  • Disclose your identity or other information about you to any third party who claims that listing or material posted by you violates their rights, including their intellectual property rights, their right to privacy, or other right.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Felux Platform.
  • Terminate or suspend your access to all or part of the Felux Platform in our sole discretion.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Felux Platform. YOU WAIVE AND HOLD HARMLESS FELUX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. You may refer any inaccuracies or concerns to Felux by email, support@felux.com. However, we cannot and do not undertake to review listings posted by other users before they are posted on the Felux Platform, and cannot ensure prompt removal of objectionable listings after they have been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

11. User Contribution Standards

These Site may include interactive services allowing users to contribute content. The following content standards apply to any and all user contributions and use of interactive services. User contributions must in their entirety comply with all federal, state, local and international laws and regulations. Without limiting the foregoing, user contributions must not:

  • Contain any content which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any potential civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote or facilitate any illegal activity, or advocate, promote or assist any unlawful act.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve contests, sweepstakes, sales promotions, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Felux does not generally investigate any remarks posted by users or other user contributions for accuracy or reliability and does not guarantee that user contributions are accurate. You are solely responsible for your contributions, including the accuracy thereof, and are solely responsible for any legal action that may be instituted by other users or third parties as a result of or in connection with your contributions if legally actionable or defamatory. Felux is not legally responsible for any feedback or comments posted or made available on the Site by any users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect users from abuse, Felux reserves the right (but is under no obligation) to remove posted feedback or information that, in Felux’s sole discretion, violates the Terms or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Felux.

12. Copyright Infringement

If you believe that any user contributions violate your copyright, please send us a notice of copyright infringement support@felux.com . Felux may terminate the user accounts of infringers without notice.

13. User Feedback

You acknowledge and agree that users may publish and request Felux to publish on their behalf information on the Felux Platform about the user, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that users voluntarily submit to Felux and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Felux; Felux provides such information solely for the convenience of its users. You acknowledge and agree that user feedback benefits the marketplace, all users, and the efficiency of the Felux Platform and you specifically request that Felux post composite or compiled feedback about users, including yourself, on the Felux Platform. You acknowledge and agree that feedback results for you, including your user rating, wherever referenced, and other user contributions highlighted by Felux on the Site or otherwise (“Composite Information”), if any, will include user comments, user ratings, indicators of user satisfaction, and other feedback provided exclusively by other users. You further acknowledge and agree that Felux will make Composite Information available to other users, including composite or compiled feedback. You agree not to use the Composite Information to make any credit, credit valuation, underwriting, or other similar decision about any other user.

14. Privacy Policy

All information we collect on this Felux Platform is subject to our Privacy Policy. By using the Felux Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

15. Third Party Content; Links

The Felux Platform may include content provided by third parties, including materials provided by other buyers, sellers, users, bloggers and third-party licensors, syndicators, aggregators and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Felux, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Felux. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

If the Felux Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Felux Platform, you do so entirely at your own risk and subject to the terms and conditions of use for those websites.

16. Geographic Restrictions

We make no claims that the Felux Platform or any of its Content or materials are accessible or appropriate outside of the United States. Access to the Felux Platform may not be legal by certain persons or in certain countries. If you access the Felux Platform from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws. By accessing the Felux Platform, you represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

17. Disclaimer of Warranties

YOUR USE OF THE FELUX PLATFORM, ITS CONTENT, AND ANY SERVICES OR MATERIAL OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE FELUX PLATFORM, ITS CONTENT AND ANY SERVICES OR MATERIAL OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FELUX, NOR ITS EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, DIRECTORS, AFFILIATES, OR THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “FELUX REPRESENTATIVES”), MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER FELUX, NOR THE FELUX REPRESENTATIVES, REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT OR ANY SERVICES OR MATERIAL OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, DEFT-FREE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR MATERIAL OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. FELUX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR MATERIAL OBTAINED THROUGH THE FELUX PLATFORM OR TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SITE LINKED TO IT.

18. Limitation on Liability

IN NO EVENT WILL FELUX OR ANY FELUX REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE FELUX PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR MATERIAL OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO US FOR THE SERVICES OR MATERIAL AT ISSUE IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND $100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE OR MATERIAL, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

19. Indemnification

You agree to defend, indemnify and hold harmless Felux and the Felux Representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Felux Platform, including, but not limited to, your user contributions and any marketplace services provided to you, and any transactions made or authorized in connection therewith.

20. Governing Law; Submission to Jurisdiction; Limitation to File Claims

All matters relating to or arising out of the Felux Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction). Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the state courts located in Cuyahoga County, State of Ohio.

YOU AGREE TO BRING ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THE FELUX PLATFORM OR THESE TERMS OF USE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES. CLAIMS OR CAUSES OF ACTION NOT BROUGHT WITHIN ONE (1) YEAR OF ACCRUAL WILL BE PERMANENTLY BARRED.

21. Waiver and Severability

No waiver of by Felux of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Felux to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by an arbitrator, a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

22. Entire Agreement

The Terms and our Privacy Policy, and referenced policies or documents, constitute the sole and entire agreement between you and Felux with respect to the Felux Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Felux Platform.

23. Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Felux Platform thereafter. Your continued use of the Felux Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

24. Your Comments and Concerns

All feedback, comments, requests for technical support and other communications relating to the Felux Platform should be directed to: support@felux.com.

 

CUSTOMER CLAIMS POLICY

GENERAL GUIDELINES

Please contact your Sales representative(s) for product quality matters.

Please store and handle claimed material as if it were prime. Selling, scrapping, or returning any rejected/claimed material without authorization from Felux may invalidate your claim.

It is critical to inspect material at the point of delivery and notify us immediately of nonconformity or damage. In-transit damage or quantity claims should be submitted within 3 days of receipt, and we may not accept claims for any reason after 60 days.

Unless otherwise specified, we consider the product’s top side as the prime side.

Please run at least 10% but no more than 20% of the product affected by the nonconformance to determine if the problem continues into the coil.

When our steel supplier is determined to be responsible, we will issue a claim to the supplier, which could delay resolution of your claim.

IN-TRANSIT DAMAGE CLAIMS

Claims for Material damaged in transit from a common carrier must be made in writing within 3 days after delivery of Material to the point of delivery.

IN-TRANSIT CLAIM PROCEDURE

  1. Claims for in-transit damage must be made to the Felux Sales representative assigned to Customer
  2. Customer’s notification of claim must include the following details in order to conduct a proper investigation:
    1. Date of receipt of damaged material
    2. Date the damage was discovered
    3. Detailed description of the damage, including but not limited to: type of damage, location of damage on material, how the damage occurred (or likely occurred), why the damage renders the material unusable.
    4. Felux tag numbers and description of claimed material
    5. Customer’s P.O. number and Felux’s invoice number for claimed material
    6. Weight/number of pieces claimed
    7. Street address at which damaged material is located
    8. Sufficient evidence showing the in-transit damage, including a bill of lading signed by the driver describing the damage - to include photographs of material showing damage (i.e. torn packaging and/or exposed damaged material)

PRODUCT QUALITY CLAIMS

Any claim that the Material does not conform to applicable specifications and tolerances must be made in writing within 30 days after delivery of Material to the point of delivery. Slight cosmetic imperfections, including but not limited to, light marks and bruises, spangle variation, coating sags, dross, rub marks, discontinuous surface appearance are commercially acceptable visual imperfections for steel product, and are generally not detrimental to the performance of the product and are generally not grounds for a claim.

Quality claims for rust and/or water intrusion will only be considered if:

  • Material has been stored at the point of delivery for less than 30 days from the delivery date.
  • Material has not been moved from the point of delivery for any reason, whether for processing, shipment to its customer or for any other reason.
  • Customer provides sufficient evidence that it exercised adequate means to store and protect Material from water intrusion.
  • Customer provides sufficient evidence that the rust (or conditions causing the rust) existed prior to the time Material arrived at the point of delivery (i.e. signed BOL indicating wet/water stained material)

Felux, Inc. will not accept claims for rust/water on the following items:

  • Hot rolled and cold rolled steel that was ordered by Customer as dry (no oil).
  • Coated product ordered by Customer without passivation (chemical treatment or oil).

PRODUCT QUALITY CLAIM PROCEDURE

  1. Claims for non-conformance must be made to the Felux Sales representative assigned to Customer
  2. Customer’s notification must include the following details in order to conduct a proper investigation:
    1. Date of receipt of non-conforming material
    2. Date the non-conformance was discovered
    3. Detailed description of the non-conformity, including but not limited to: type of non-conformance, location of non-conformance on Material, why the non-conformity renders the material unusable
    4. Marks, bruises and other surface imperfections often have a repeat distance corresponding to a specific source. Provide the repeat distance, whenever possible.
    5. Shape issues on a coil should be presented in terms of wave height (deviation from flat) and distance between waves. The poor shape condition must be shown paying off the coil and not on sheets/blanks processed from the coil.
    6. If there are flatness issues with sheets, Measurements must be taken with a single sheet on a flat surface (not on the bundle itself). Provide photos showing the sheet on the flat surface to capture the poor shape condition and the measurements of the deviation from flat and distance between peaks.
    7. Tag numbers and description of claimed Material
    8. Customer’s P.O. number and Felux’s invoice number for claimed Material
    9. Weight/number of pieces claimed
    10. Street address at which damaged Material is located
  3. Sufficient evidence offering reasonable representation of the non-conformity in the as-received condition at the point of delivery, including:
    1. Samples of material in the formed and un-formed state. Material samples of the non-conformance should be clearly marked with Felux’s tag identity, lengthwise direction, and top/bottom side.
    2. Photographs, video and documentation should be sent via email to your Felux contact.
    3. Customer should provide samples of each representative tag, especially in cases where there are different heats with the same defect.
  4. Felux may request additional information and/or request to inspect claimed material, and Customer agrees to use its best efforts to accommodate Felux for these requests. Failure by Customer to provide adequate information to support the claim may result in denial of the claim.
  5. Material samples should be sent to:

    Felux, Inc.
    1975 E. 61st St
    Suite 100
    Cleveland, OH 44103


CLAIM RESOLUTION

ACCEPTED CLAIMS

If Felux accepts the claim:

  1. Felux will provide notice to Customer that it is accepting the claim and will identify the appropriate resolution, as determined in Felux’s sole discretion.
  2. Felux’s proposed resolution shall be Customer’s sole and exclusive remedy for the claim. As agreed by the parties in the Felux Terms of Service, in no event will Felux be liable to Customer for consequential, incidental, special or punitive damages relating to or resulting from a claim.
  3. Upon its acceptance of the claim, ownership of the material immediately reverts to Felux.

DENIED CLAIMS

If Felux denies the claim:

  1. Customer is obligated to retain the Material.
  2. Customer must immediately pay Felux for any amounts due relating to the claimed Material.
  3. Felux may consider an appeal by Customer, which decision is in Felux’s sole discretion.

MATERIAL DISPOSITIONS AND REMEDIES

Felux may consider the material dispositions and remedies described below. Felux will evaluate the circumstances surrounding each specific claim to determine the appropriate and final resolution.

  • Material Retained at a Discount: It may be suitable for the Customer to re-work and/or sell the claimed material at a lower cost. The discount will be an amount agreed upon by Felux and the Customer.
  • Scrap Material: Felux may choose to have the Customer scrap all or part of the claimed material. Felux will credit or refund the difference between the amount paid by the Customer for the claimed material and its current scrap value, as determined by Felux based on current published regional scrap rates listed in the American Metals Market or similar publication. Felux will provide authorization to the Customer to scrap the material at the mutually agreed upon scrap value.
  • Return Material: Felux may instruct the Customer to return all or part of the claimed material. Felux will prepare and send a Return Material Authorization (RMA) form to the Customer listing the claimed material to be returned and with specific instructions for the return. Material must be returned in the same condition that it was received by Customer, and secured with proper banding and packaging to prevent further damage or non-conformance. The Customer may not return material not listed on the RMA.