1. SHIPMENTS in response to telephone orders which are made prior to written confirmation by Seller are for service to Buyer and are accepted subject to the terms and conditions contained herein.
2. QUOTATIONS AND PRICING. Prices quoted are subject to adjustment for increases, if any, in present mill price or freight rate. Any arithmetical or typographical errors on the face hereof or incorporated herein are subject to correction by Seller. Prices are subject to any and all taxes which apply to each sales transaction. Where exemptions are allowed for resale or tax exempt entities, proper resale or tax exempt certificates must accompany order or be on file with US Wholesale Pipe & Tube.
3. PAYMENT TERMS. Except as otherwise provided herein, the price and terms are as shown on the front hereof. The amount of credit or terms of payment may be changed or credit withdrawn by Seller at any time and all deliveries shall by subject to the approval of Sellers credit department. Seller reserves the right, notwithstanding any other provision hereof, before or after making any delivery to require payment in cash or to require security for payment. Past due accounts may be subject to a Finance Charge at the highest allowable legal rate under applicable law. If collected through court, probate or bankruptcy proceedings, or if placed in the hands of an attorney for collection, Seller shall be entitled to recover reasonable attorney’s fees and court costs. If the financial position of Purchaser becomes, in Sellers judgment, weakened or if Purchaser shall fail to comply with any provisions hereof or fail to make payments in accordance with the terms hereof or of any other agreement between Purchaser and Seller, Seller may at its option, defer further shipments or, without waiving any other rights it may have, terminate any agreement between Purchaser and Seller.
4. TITLE AND DELIVERY. Unless otherwise agreed, shipments are F.O.B. Sellers shipping point. Shipments will be made on a freight collect basis and by Sellers choice of transport, unless otherwise specified prior to shipment. Title and risk of loss of goods subject to this agreement shall pass to Purchaser upon delivery to carrier at point of shipment whether or not freight is prepaid by Seller. Any quoted delivery time is approximate and the extension of delivery time shall not be cause for termination of this agreement unless such delay is unreasonable and due to the gross negligence or intentional act of Seller. US Wholesale Pipe & Tube is not responsible for claims related to shortages, damaged materials or defective materials delivered by common carrier and therefore these claims must be filed with the common carrier.
5. EXCUSABLE DELAYS: Seller shall not be liable for nonperformance or delays in performance or delivery due to causes beyond the reasonable control of Seller including, without limitation, such causes as war, riots, insurrection, fire, flood or other casualties, labor disturbances or disruptions, acts or defaults of suppliers or carriers, unavailability of material or supplies, or governmental rules or regulations Materials returned for the convenience of the customer will carry a 15% restocking charge, plus freight charges. Prior written authorization must be granted by the sales office and the materials must be in excellent saleable condition.
6. WARRANTY. Seller only warrants to Buyer that the goods to be delivered hereunder will be free from defects in material, workmanship and title, and will be of the kind and quality designated or described herein. THE FOREGOING EXPRESS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARANTY, WHETHER WRITTEN ORAL OR IMPLIED, THAT THE GOODS SHALL CONFORM WITH ANY SAMPLES FURNISHED BY SELLER OR BUYER, OR THAT THE GOODS SHALL NOT DISCOLOR OR THE TEXTURE OF THE FINISH OF THE GOODS SHALL NOT DETERIORATE AFTER SHIPMENT BY SELLER. Seller assumes no liability for any injury resulting from misuse or abuse of the materials. Materials that are fabricated or products that are manufactured by Seller are made at the Buyer’s request and per the Buyer’s specifications where Buyer agrees to hold harmless Seller from product liability.
7. REMEDY. If it appears within thirty (30) days from the date of receipt by Buyer or Buyer’s agent that the goods so delivered do not meet the express warranty specified in the preceding paragraph, Buyer notifies the Seller, in writing within the said period and the Seller will, at its option repair or replace such defective or non-confirming goods or return the purchase price paid therefor by Buyer. THE LIABILITY OF SELLER TO BUYER ARISING OUT OF THE SUPPLYING OF THE SAID GOODS OR THEIR USE WHETHER ON WARRANTY, CONTRACT OR NEGLIGENCE IS LIMITED SOLELY TO THE REPLACEMENT OR REPAIR OF DEFECTIVE GOODS OR RETURN OF THE PURCHASE PRICE, AS HEREIN PROVIDED, AND UPON THE EXPIRATION OF SAID THIRTY (30) DAY PERIOD ALL SUCH LIABILITY SHALL TERMINATE. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF THE BUYER AND THE SOLE LIABILITY OF SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES. Buyer shall bear all cost of disassembly, shipment and reinstallation of any defective, repaired or replaced goods and shall return to Seller, only upon written authorization of Seller, all goods for which refund of purchase price is made.
8. QUANTITY AND QUALITY. Except as otherwise agreed in writing by Seller, the goods shall be in accordance with tolerances and variations generally permitted in Seller’s industry with respect to the quality of the goods. A shipment shall be deemed to be an acceptable shipment when the quantity of such shipment falls within ten percent (10%) of the quantity specified and the excess or deficiency shall be charged or credited to the Buyer proportionately.
9. GOVERNING LAW. This agreement shall be governed by the laws of the State of Florida.