Southland Pipe Corporation “Seller”

Standard Terms And Conditions Of Sale

  1. PRICES AND SHIPPING TERMS. Prices are firm for acceptance within 30 days from date of quotation. Prices do not include any taxes and, where applicable, such taxes shall be invoiced as a separate item and paid by the Buyer. Risk of loss shall pass upon delivery to the Buyer at point of shipment, however ownership and title to the goods, materials and/or equipment shall remain with Seller until the full purchase price is paid by Buyer. All prices and items shown as “freight allowed” pertain to particular items and quantities. Any deviation after placement of order will be subject to a price increase, additional freight charges and/or manufacturer’s terms and conditions, if applicable. Seller shall have the right to make partial shipments and invoice Buyer for such partial shipments. All weights and dimensions are approximate. All labor or mechanical facilities required to unload shall be provided by Buyer without any cost to Seller.

  2. DELIVERY. Factory shipping dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed shipping dates. Seller shall not be liable for failure to deliver or for delay in delivery or performance due to a cause beyond its reasonable control, an act of God, act or omission of Buyer, act of civil or military authority, government priority or other allocation or control, fire inclement weather, strike or labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation or any other commercial impracticability. In the event of any such delay, the date for delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Buyer requests to extend delivery time for products which are ready for shipment, Seller reserves the right to invoice Buyer for such goods and charge warehouse and/or storage fees until shipment is made.

  3. PAYMENT AND FINANCIAL CONDITION. Any order for goods by Buyer shall constitute a representation that Buyer is solvent. If, in the judgment of Seller, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified, Seller reserves the right to require full or partial payment from Buyer or other adequate assurance of performance before manufacture or shipment. Seller reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. Further, Seller may suspend manufacture or shipment of any goods for which Seller has not already received payment whenever Buyer is in default under this or any other contract of sale between Seller or Buyer. Any costs incurred by Seller as a result of suspending or interrupting performance shall be paid by Buyer and Buyer’s delivery dates extended. All invoices from Seller are due and payable to Seller, net thirty (30) days, unless otherwise expressly agreed in writing. Payment to Buyer from Buyer’s customers, if any, shall not be a condition precedent to Buyer’s obligation to make payment to Seller. Buyer expressly agrees that no retention shall be withheld from Seller. If payment is not made when due, Buyer agrees to pay a charge on the amount past due at the rate of up to 1 ½% per month (18% per annum) or the maximum lawful rate, whichever is less. Nothing herein shall be deemed to extend or otherwise modify Buyer’s obligation to make payment when due. In the event of default, Buyer agrees to pay Seller’s actual attorney’s fees, if any, and all costs incurred by Seller in the collection of any moneys due from Buyer.

    1. Products Manufactured by Seller: Seller warrants that the products manufactured or processed by Seller will be free from defects in material and workmanship for a period of (1) one-year after date of shipment. Seller’s sole obligation and Buyer’s exclusive remedy in connection with Seller’s processed or value added products shall be limited, at Seller’s option, to either replacement of products not conforming to this warranty or credit to Buyer’s account for the invoiced amount of the non-conforming products.
    2. Products Manufactured by Others: The products distributed by Seller (whether sold separately or incorporated into another product) are the products of reputable manufacturers. Seller shall use its best efforts to obtain from each manufacture, the manufacturer’s warranty (copies of which will be furnished upon written request) or customary practice for the repair or replacement of products that may prove defective in material or workmanship. Seller’s only obligation with respect to products manufactured by others is to present Buyer’s claim to the Manufacturer. Buyer agrees that the liability of Seller shall not exceed any adjustment offered or accepted by the Manufacturer.
    3. Miscellaneous: Any claim under this Warranty must be made by Buyer to Seller in writing within five (5) days of Buyer’s discovery of the claimed defect, but in no event later than one year from the delivery date. Buyer’s failure to notify Seller of such non-conformity as required herein shall bar Buyer from recovery under this Limited Warranty, EXCEPT AS TO TITLE, THERE ARE NO OTHER WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY RELATING TO THE DESCRIBED GOODS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.
  5. CLAIMS. Within five (7) days after receipt of products, Buyer shall notify Seller in writing of any claims for non-conformity, shortages, errors in shipment or errors in charges. Failure to so notify Seller shall constitute conclusive evidence that Seller has satisfactorily performed and that Buyer has accepted the products and waived any right to reject the products. Products may be returned only upon Seller’s written authorization. Seller’s liability is limited to replacing non-conforming products or to allow credit to the extent of invoice amount of such products, at Seller’s option. Seller shall be given reasonable opportunity and access to investigate the merits of any claim made by Buyer.

    1. LIMITATION OF LIABILITY. Seller’s liability on any claim for loss or damage arising out of any contract or from the performance or breach of such contract, or connected with the supplying of any goods, or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or part thereof involved in the claim. Seller shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence), or other grounds for labor charges, “in and out” charges, special, consequential, incidental, liquidated or penal damages including, but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of Buyer’s customers for such damages. If Seller furnished Buyer with advice or other assistance, which concerns any goods supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to Seller’s Quotation, if any, the furnishing of such advice or assistance will not subject Seller to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

    2. CANCELLATION AND RETURNED GOODS. Orders placed by Buyer may not be canceled, except upon Seller’s prior written consent and the payment of all cancellation charges, if any. The amount of credit, if any, allowed to Buyer for returned goods shall be at the sole discretion of Seller and may provide for a restocking charge. All special order materials and processed materials and fabricated materials are non cancelable and non returnable. In the event of cancellation and or return without Seller’s consent, Seller shall be entitled to recover any and all damages suffered by Seller as the result of Buyer’s cancellation.

    3. CHANGES. Buyer may, with the express written consent of the Seller, make changes in the specifications for materials or work covered by the contract. In such event, the contract price and delivery dates may be adjusted. The Seller shall be entitled to payment for reasonable profit plus costs and expenses incurred by it for work and materials rendered unnecessary as a result of such changes and for work and materials required to effect said changes.

    4. GENERAL. All orders are subject to acceptance by management of Seller . Any representation, affirmation of fact and course of dealings, promise or condition made in connection herewith or usage of trade not incorporated herein, shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless specifically assented to in writing by Seller . Waiver by Seller of any breach of any provision herein shall not be considered a waiver of any other or future breach of the same provision or of other provisions. The validity, performance, and all matters relating to the interpretation and effect of this agreement shall be governed by the laws of California. By placing orders with Seller, Buyer is deemed to have consented to the terms and conditions herein, notwithstanding any terms contained in any prior or subsequent communications or acts, or any project document or contract. Seller shall not be bound by any additional or different terms which attempt to impose any conditions that vary with the terms included herein, unless expressly agreed to by Seller in writing. This Terms and Conditions shall constitute the entire, final and exclusive statement of the agreement between Seller and Buyer. Prior courses of dealing and verbal agreements or modifications shall not be binding upon Seller.

    5. ASSIGNMENT. Buyer hereby expressly consents to Seller entering into agreements with independent suppliers to supply portions of the work/materials required.