Terms & Conditions
THIS SALES CONTRACT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AS WELL
AS THOSE APPEARING ON THE FACE HEREOF.
1. ACCEPTANCE: Seller’s salesman or agent has authority that extends only to the solicitation of orders.
All orders placed with Seller are subject to acceptance by Seller at its Houston, Texas office. The terms and conditions set forth herein (including on the face hereof) will apply only to an accepted order and will
constitute the sole terms and conditions of the transaction relating to such accepted order. No terms and conditions other than those stated in this contract, whether contained in Buyer’s confirmation, Buyer’s
purchase or shipping release forms or documents, or elsewhere, will be binding upon Seller.
2. SPECIFICATIONS: All specifications referring to published standards, such as ASTM, AISI, etc., will be
deemed to refer only to the physical properties set forth therein unless otherwise expressly specified in
3. WARRANTY: Seller warrants that all goods furnished under this contract will conform to specifications, if any, expressly contained in this contract. By accepting any such goods, Buyer acknowledges that it is
accepting them “as is”. OTHER THAN AS PROVIDED IN THIS SECTION 3, SELLER MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO CONDITION, QUANTITY OR QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR OTHERWISE.
4. CANCELLATION; CHANGES: Buyer may not cancel, change, suspend, postpone or redirect an order
for any reason once placed with Seller unless otherwise agreed to by Seller in writing.
(a) TOLERANCES: All goods to be delivered under this contract will be subject to tolerances and variations consistent with usual trade practices regarding dimensions, straightness, section, composition
and mechanical properties as well as normal variation in surface and internal conditions and quality.
(b) WEIGHTS: Seller may deliver and Buyer will accept any quantity of goods delivered by Seller that is
within ten percent (10%) of the quantity set forth in this contract, unless otherwise expressly specified in this contract. The quantity stipulated in Seller’s invoice will be final and binding on both parties.
6. DELIVERIES: Unless otherwise expressly specified in this contract, Seller will have the right to make partial deliveries or shipments of goods. Each delivery or shipment will be deemed a separate sale and payment will become due therefore as delivered in accordance with the terms of payment as set forth in this contract. All statements of prospective delivery dates are estimated. Seller does not guarantee to deliver within the time stated. Seller shall not be liable for any damage caused by delay in delivery.
7. FORCE MAJEURE: Seller will not be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including, but not limited to, acts of God or of the public enemy, acts of
government, war, mobilization, riots, fires, floods, unusually severe weather, earthquakes, epidemics, pandemics, quarantine restrictions, sabotage, accidents, strikes, freight embargoes, labor disputes or
shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, quotas, allocations, and price adjustment restrictions), and inability to obtain or delay in obtaining material, equipment or transportation. If, due to any such contingency, Seller
is unable to supply Buyer’s total demand for any goods specified in this contract, Seller will have the right to allocate its available supply among its customers and its departments and divisions in its sole
discretion. In the event of the occurrence of any such contingency, under no circumstances will Seller be obligated, in order to enable it to deliver goods to Buyer hereunder, to purchase goods from sources other than those originally contemplated by Seller.
8. CLAIMS; DAMAGES; REMEDIES: All claims for damages of a kind that might have occurred in transit to the point of delivery are barred unless reported in writing by Buyer to Seller, with full particulars, promptly after the damage was or reasonably should have been discovered, and full facilities will be
promptly offered by Buyer to Seller and its insurer for inspection and investigation. In no event may any claim (including but not limited to claims of the kind described in the preceding sentence) be made more than twenty (20) days after the arrival of the goods at the point of delivery. All claims must be made by registered or certified mail, return receipt requested, postage prepaid, and must state with particularity the
defect or damage complained of. Any defective or damaged goods, as to which a timely and bona fide claim is made as herein provided, will, at Seller’s option, be replaced by Seller or that portion of the purchase price allocable thereto credited or refunded to Buyer. The remedy provided in the preceding
sentence is expressly agreed to be exclusive, and any defect in or damage to a portion of the goods covered by this contract will not affect Buyer’s obligation to accept and make payment for the balance of the goods under this contract and for goods delivered or to be delivered under any other contract with
Seller. IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, WHETHER BY STATUTE, IN TORT OR IN CONTRACT, UNDER OR RELATED TO THIS CONTRACT OR OTHERWISE. SELLER’S MAXIMUM LIABILITY WITH RESPECT TO THIS CONTRACT
SHALL NOT EXCEED THE CONTRACT AMOUNT.
9. DETAILS AND INSTRUCTIONS; TERMINATION: Buyer will furnish promptly on Seller’s request any specifications or other details necessary to enable Seller to perform under this contract. In case Buyer fails to carry out any of the terms and conditions of this contract, or in case of bankruptcy, receivership, insolvency or dissolution of Buyer, or in case Seller, in its sole but reasonable judgment, otherwise deems itself to be insecure, Seller will have the right to cancel all or any part of this contract or to postpone or stop delivery of the goods in transit and Buyer will in every such case be liable to Seller for all losses, damages, and expenses thereby incurred.
10. ENFORCEMENT EXPENSES: If Seller pursues any of the remedies available to it under law in order to enforce its rights under this contract, Buyer will be liable for all reasonable expenditures by Seller including attorneys’ fees and any other costs of enforcing its rights.
11. DAMAGES FOR LATE PAYMENT: If timely payment is not made in accordance with the terms hereof, Buyer will pay, and Seller will be entitled to receive, in addition to its other legal rights, the lesser of (a) 18% per annum or (b) the maximum amount permitted by law, on the unpaid balance after the due date for such payment. Seller shall be entitled to claim, file or enforce any lien when the rights thereto arise directly from Buyer ’s failure to pay Seller for amounts due per this Contract.
12. TAXES: In addition to the purchase price, Buyer will pay Seller the amount of all governmental taxes, excises, tariffs, export surcharge, import surcharge and freight surcharge and/or other charges (except
taxes on or measured by net income) that Seller may be required to pay with respect to the production, sale or transportation of any goods delivered hereunder, except where otherwise provided by law.
13. GOVERNING LAW: This contract and its terms will be governed by and construed in accordance with the laws of the State of Texas, excluding the United Nations Convention on Contracts for the International Sale of Goods. Buyer and Seller agree that any legal action or proceeding under or with respect to this contract shall be brought in the courts of the State of Texas or the United States having jurisdiction in Houston, Texas; and for the purpose of any such legal action or proceeding, Buyer hereby submits to the non-exclusive jurisdiction of such courts. Buyer hereby agrees not to raise and waives any objection or any defense based upon (a) the venue of such courts; or (b) an inconvenient forum. Buyer also agrees
not to bring any legal action or proceeding under or with respect to this contract outside Houston, Texas, unless the courts of the State of Texas and the federal courts having jurisdiction in Houston, Texas refuse
or do not have jurisdiction in the matter.
14. ENTIRE AGREEMENT; MODIFICATIONS; WAIVER: This contract constitutes the entire agreement between the parties and no agreement or other understanding in any way modifying the conditions hereof will be effective unless agreed to in writing and signed by Buyer and Seller. This contract will be binding
upon and inure to the benefit of the respective successors and assigns of each of the parties hereto, but any assignment hereof by either party without the prior written consent of the other party will be void. No
waiver by Seller of any default will be deemed a waiver of any subsequent default.