Centric Pipe, LLC Terms and Conditions of Sale
These Terms and Conditions of Sale apply to all sales of goods or services provided by Centric Pipe, LLC, a Texas limited liability company (“Seller”). Seller’s acceptance of any purchase order by Buyer is expressly limited to these Terms and Conditions, and any proposal for additional or different terms, or any attempt by Buyer to vary in any degree any of these Terms and Conditions, is hereby objected to and rejected by Seller. All references herein to “Buyer” refer to the purchaser of goods or services from Seller. These Terms and Conditions are incorporated by reference in our Order Acknowledgement (“OA”).
- Acceptance of Terms. These Terms and Conditions constitute the complete, exclusive and fully integrated statement of terms and conditions between the Buyer and Seller with regard to the matters contained herein. No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these Terms and Conditions shall be binding on Seller unless expressly agreed upon in writing by an authorized representative of Seller. Buyer’s placement of an order or release for, or taking delivery of, any product of Seller that is the subject of this contract shall constitute acceptance of the Seller’s offer under these Terms and Conditions, and Seller hereby objects to and rejects any and all additional or different terms proposed by Buyer, whether contained in Buyer’s purchase orders, shipping release forms, or related correspondence or any other documents (including emails). All proposals, quotes, purchase orders, negotiations and other communications, if any, are merged herein.
- Title, Acceptance and Inspection. Notwithstanding any prior payment or inspection, title of the product and risk of loss of the product will pass to Buyer upon delivery as specified in the OA. Product will be subject to final inspection and acceptance by Buyer upon use or within 60 days of delivery, whichever is sooner. Within such time period Buyer shall provide Seller written notice giving reasons for the rejection (if any) of all or part of the product. Seller shall then have the option to repair or replace the nonconforming product within 90 days. Rejected product shall not be used, altered or abandoned in any manner subject to Seller’s timely inspection and direction.
- It is Buyer’s responsibility to supply shipping instructions to Seller. All products will be accompanied by a detailed packing list. Product may ship in whole or in part. Under circumstances that Seller deems to be extenuating, it reserves the right at Buyer’s cost to select the method and mode of transportation. When goods are purchased F.O.B., Buyer must contract for, at its own expense, the transport of the goods from Seller’s premises, yard or other facilities and provide Seller with reasonable notice thereof, including the name of the carrier and the shipment date. If title passes to Buyer at Seller’s plant and Buyer fails to take possession of the product on the date specified in the invoice or OA, then Seller reserves the right to charge Buyer a fee related to the storage of the product.
- In the event that Buyer fails to make payment in full within the time period set forth on the invoice or expressly agreed upon in writing by the parties, such failure will constitute a material breach of contract by Buyer permitting Seller to suspend shipment or delivery of goods under this contract or any other contract between Buyer and Seller. Buyer shall pay to Seller interest on any unpaid amount at a rate of 2% per month. Further, upon Buyer’s failure to make timely payment of any amounts due and owing to Seller, Seller and its affiliates shall be authorized to (a) set-off and apply any and all existing or future amounts owed by Seller and/or its affiliates to Buyer against any such amounts owed by Buyer without demand or notice to Buyer, (b) terminate this contract or any part thereof, (c) declare all obligations of Buyer immediately due and payable, (d) hold any goods of Buyer in Seller’s (or one of its affiliates’) possession as collateral for payment and apply the value of such goods against amounts owed by Buyer, (e) resell the goods, (f) postpone the delivery of goods or performance of services and/or (g) stop any goods in transit, without prejudice and in addition to any other rights or remedies available for Seller under this agreement or at law, by statute or in equity. Seller reserves the right to require from the Buyer, at any time, satisfactory security for performance of Buyer’s obligations under any order placed with the Seller. Seller retains a purchase money security interest in the goods for any portion of the purchase price not paid on a timely basis. Seller shall have, in addition, all other remedies permitted to Seller by law, equity, or this contract. If Seller takes legal action to collect any amount due from Buyer, Buyer shall pay all dispute resolution costs, including court costs plus reasonable legal fees incurred by Seller in bringing such legal action.
- Seller may suspend or terminate its performance hereunder without further liability or obligation to Buyer, or Seller may require payment in advance before making shipment, if Buyer’s credit declines or otherwise becomes unsatisfactory to Seller at any time. Nothing contained herein obligates Seller to extent credit or provide financing to Buyer, and any such extension of credit is in the sole discretion of Seller.
- All relevant taxes, fees, duties and other charges imposed on or related to the sale, storage, and/or shipping of the product shall be Buyer’s responsibility.
- Product Warranty; Limitation of Liability.
a. Seller warrants its API and proprietary grade products to be free of defects in workmanship, materials, and design under normal and ordinary use and service for the purpose for which the product is designed and as specified in the latest editions of API specifications for a period of one (1) year from the date of purchase. Buyer acknowledges that if product is stored for more than one year, no warranty applies unless the product is reinspected and re-warrantied by the supplier to ensure that the product satisfies API requirements
b. Any alterations of the product design and/or use in applications which are outside of API specifications and calculations for intended use shall be considered to be outside of the product’s fitness for purpose and therefore shall be at the sole risk of the end user.
c. SELLER EXCLUDES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER EXPRESSED OR IMPLIED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
d. In the event of a claim by the user of any product sold by Seller to Buyer and following prompt notice by Buyer of such claim, Seller will promptly investigate and timely make a determination as to whether (a) its product was involved, (b) its product was defective per API specifications, and (c) the product was the cause of the damage or loss. In the event that the above conditions are confirmed by Seller in its reasonable discretion, then Seller will honor the claim by refunding the purchase price of the specific nonconforming goods and Seller will also take responsibility for the reasonable incremental costs in its discretion that it deems necessary to restore the end user of the product to the position it would have been in had the damage or loss not If any of the above conditions are not confirmed, then Seller reserves the right to determine in its sole discretion whether to take responsibility for the damage or loss.
e. NOTWITHSTANDING THE ABOVE, SELLER’S LIABILITY FOR DAMAGES, COSTS, EXPENSES OR OTHER CLAIMS OF ANY KIND, WHETHER BY CONTRACT, TORT, OR OTHERWISE SHALL BE LIMITED TO A MAXIMUM AMOUNT OF CONSIDERATION NOT TO EXCEED THE AGGREGATE OF $1,000,000.00 S. DOLLARS. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY CLAIMS RELATED TO CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, STRICT LIABILITY, LOSS OF PROFIT, LOSS OF INCOME, POLLUTION, RECALL OF PRODUCT, DELAY, PRODUCTION, PERSONAL INJURY, LABOR, TRANSPORTATION, OR OTHER LIKE DAMAGES.
f. Buyer or the end user of the product must notify Seller in writing or by phone within 48 hours of the occurrence of damage or loss for which a claim may be filed. End user will use its best efforts to secure and protect the product in question from being altered or otherwise abused until such time as Seller has had an opportunity to investigate the claim. Buyer and end user agree to allow Seller full participation in the investigation of the claim including the sharing of all third party information developed in relation to the claim.
The warranty set forth above will be voided in the event:
g. There has been any alteration whatsoever to the product from its original condition that existed at the time of sale to Buyer, including heat treatment, cutting, rethreading or any alteration of the product design or use from its applications which is outside of API specifications and calculations for intended use.
h. End user fails to provide timely notification to Seller of the claim.
i. Seller is in any way barred from full participation in the investigation or sharing of information related to the claim.
j. End user did not exercise sound engineering or follow recommended operating practices, including those specified in applicable API publications.
k. For any green tubes sold to a customer, an investigation may occur and a claim may be reviewed only if a rejection rate due to product defects for such green tubes exceeds 2.5%.
l. Additionally, if product sold by Seller is cold or hot worked or swedged or processed by any person or entity other than Seller, no warranty will apply to that product in the area worked and within at least six feet thereof. By conducting this process, the properties of the product have been materially changed and therefore the Seller cannot be held liable for any warranty of the product. The Buyer would be responsible for ensuring that the person or company modifying the product conducts proper inspections and provides a warranty on the product that has been materially transformed. Also, in the event that a downhole failure or other issue occurs with pipe sold by Seller and it is determined (in Seller’s reasonable discretion) that the origination of the failure is caused by operational processes, mechanical damage (examples include external handling, tong marks from connection power-tight makeup; rig slip marks; drill string interaction; rig site handling damage including dents, dings, scrapes; displacement of perforation holes; perforation gun malfunction; excessive torquing or rotation of the casing string to get to total well depth; wire-line cutting/damage; sucker rod damage/interaction, etc.) or corrosion damage (examples include acid damage; h2s; co2; abrasive frac sand causing sand cut inside of the casing), then the warranty set forth above will be automatically voided and Buyer will indemnify Seller against any corresponding loss, claim or damage.
- Seller Indemnification. Seller warrants that any purchase or use of a product by Buyer pursuant to these Terms and Conditions of Sale will not infringe upon any patent. Seller agrees to indemnify, defend, protect, and save harmless Buyer from damages arising from a claim for actual infringement of any patent by reason of the sale or use of the product.
- Right to Cancel or Suspend. Buyer may not cancel, suspend, or revise any purchase order(s) without Seller’s prior written consent. At any time upon written notice, Seller in its sole discretion may renegotiate, suspend, or cancel these Terms and Conditions of Sale and any OA, or any part hereof or thereof, upon the occurrence of any of the following:
a. Buyer’s failure to make timely payment on any obligation owed to Seller.
b. Buyer’s failure to maintain its credit worthiness.
c. Seller’s cost of steel and/or other raw materials increase in price by 15% from the date of the OA and Buyer’s product shipment date is 30 days or greater from production.
d. Seller’s manufacturing facility suspending or ceasing operations for a period of 90 consecutive days.
- Force Majeure. Seller shall not be liable for delay or failure of delivery due to any circumstance that reasonably is beyond Seller’s control, including by way of example only, and without limitation, failure of carriers to transport or furnish facilities for transportation, mechanical breakdown, temporary suspension or closure of plant, unavailability of raw materials or energy source, strikes, accident, labor unrest, storm or wind damage to its manufacturing facility, explosion, fire, flood, war, terrorism, rebellion, insurrection, riot, and/or any governmental decree, and any other circumstance that prevents or materially delays Seller’s performance beyond the control of Seller. Additionally and without limiting the foregoing, in the event that tariffs, anti-dumping or countervailing duties or other foreign trade policies change in a way that impacts Seller’s business, Seller has the right to either terminate or renegotiate any existing contracts with Buyer that are affected by such change(s). Purchase orders and related documentation between the parties will allow for acceptable delays in shipment that are beyond the reasonable control of Seller.
- Governing Law. This contract, and all sales of goods and services by Seller to Buyer, is governed by the laws of Texas, exclusive of its conflict of laws rules that would require the application of any other laws.
- Buyer shall not assign its rights or obligations hereunder without the prior written consent of Seller. Any attempted assignment in contravention of the foregoing shall be void.
- Time is Not of the Essence. Except for the obligation to notify Seller of a claim, Buyer acknowledges that time is not of the essence.
- Third Party Rights. No third party shall be a beneficiary to this agreement.
- Construction; Waiver; Severability. No provision of this contract may be construed against the Seller as the drafting party. The term “including” means “including without limitation”. The term “days” means calendar days unless otherwise expressly stated. Waiver by Seller of any breach of these provisions shall not be construed as a waiver of any other breach. Should any clause, sentence or part of this agreement be held invalid, such holding shall in no way affect the validity of the remainder, which shall remain in full force and
Centric Pipe, LLC Terms and Conditions of Purchase
These Standard Terms and Conditions of Purchase apply to all purchases of goods by Centric Pipe, LLC, a Texas limited liability company (“Buyer”). Buyer’s purchase of any goods from Seller is expressly limited to these Terms and Conditions, and any proposal for additional or different terms, or any attempt by Seller to vary in any degree any of these Terms and Conditions, is hereby objected to and rejected by Buyer. All references herein to “Seller” refer to the seller of goods to Buyer.
These Terms and Conditions are posted on the Buyer’s website at www.centricpipe.com and are incorporated by reference in the agreement of Seller and Buyer, except as otherwise expressly agreed in writing by Seller and Buyer.
- Terms and Conditions; Acceptance; Modification. These Terms and Conditions constitute the complete, exclusive and fully integrated statement of terms and conditions between Seller and Buyer with regard to the matters contained herein. No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these Terms and Conditions shall be binding on Buyer unless expressly agreed upon in writing by an authorized representative of Buyer. In the event of a conflict between these Terms and Conditions and any purchase order (or other document expressly made a part of this agreement) signed by both parties, the terms of the signed document shall prevail. Seller’s delivery of any product that is the subject of this agreement to Buyer shall constitute acceptance of the Buyer’s offer under these Terms and Conditions, and Buyer hereby objects to and rejects any and all additional or different terms proposed by Seller.
- Purchase Orders. Buyer will not be liable for any order of goods from Seller unless such order is issued on Buyer’s own purchase order form or such other form as may be agreed to in writing by an authorized representative of Buyer (each a “Purchase Order”). The price set forth in Buyer’s Purchase Order is firm and is not subject to change or adjustment without the prior written approval of an authorized representative of Buyer. Seller may not cancel an order once placed by Buyer without Buyer’s confirmation in writing.
- Risk of Loss; Delivery. Notwithstanding anything to the contrary herein, the risk of loss or damage of goods shall remain with Seller until actual delivery of the goods to Buyer at the delivery point specified on the Purchase Order, or at such other delivery point specified in writing by Buyer. Time is of the essence with respect to the shipment and delivery of the goods by the date set forth in the Purchase Order and is of critical importance to Buyer.
- Seller expressly warrants all goods sold to Buyer to (i) be free from defects in design, workmanship and material; (ii) conform strictly to all applicable specifications (including American Petroleum Institute specifications for OCTG products); (iii) be fit and sufficient for the purpose intended; and (iv) be merchantable, in addition to any other warranties provided by law. The foregoing warranties are assignable by Buyer and shall inure to the benefit of Buyer and Buyer’s successors, assigns and customers. All warranties shall survive Buyer’s inspection, testing and acceptance of the goods. Any and all attempts by Seller to limit, disclaim or otherwise restrict any of the warranties provided for herein are hereby objected to and rejected by Buyer and shall be null, void and ineffective without the written approval of an authorized representative of Buyer.
a. Without limiting Buyer’s remedies as provided by the Uniform Commercial Code or any other applicable laws, the Seller agrees to indemnify, protect, save and keep each of Buyer and Buyer’s agents, employees, officers, directors, customers, affiliates and subsidiaries (collectively with Buyer, the “Indemnified Parties”) harmless from any and all obligations, injury, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees) of whatsoever kind and nature, which at any time may be suffered or incurred by, imposed on or asserted against such Indemnified Party and in any way relating to or arising out of: (i) any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result, in whole or in part, from any actual or alleged defect in any goods sold by Seller to Buyer, whether latent or patent, including actual or alleged improper construction or design of such goods or the failure of such goods to comply with specifications or with any express or implied warranties of Seller; (ii) the manufacture, possession, use or sale of any goods sold by Seller to Buyer; (iii) the negligent performance of Seller or any of Seller’s employees, agents, directors or officers pursuant to this agreement or a Purchase Order; (iv) any failure by Seller (or any of its employees, officers, agents, or affiliates) to comply with any and all applicable laws, codes, ordinances, or regulations; (v) the infringement of any patents, trademarks, service mark, trade names or copyrights respecting the goods; or (vi) any breach of this agreement by Seller (or any of its agents or representatives) or from any negligent act or omission (including strict liability), gross negligence or willful misconduct of Seller or any of its representatives.
b. Seller agrees to obtain and maintain, at its expense, an adequate policy or policies of products liability insurance, with Seller’s endorsement naming Buyer as an additional insured, covering purchases of goods by Buyer from Seller.
- Inspection; Returns; Repair; Replacement.
a. Buyer reserves the right, at any time (in addition to such other remedies as Buyer may have by contract or under applicable law), to return to Seller or require Seller to replace or repair any and all goods that do not conform to the warranties provided for herein or are otherwise not in accordance with the requirements of the Purchase Order respecting such goods (collectively, “Non-Conforming Goods”), at Seller’s cost and expense. Buyer may also terminate a Purchase Order, in whole or in part, on the basis of Non-Conforming Goods. Buyer’s failure to inspect and accept or reject goods shall neither relieve Seller from responsibility for Non-Conforming Goods, nor impose liabilities on Buyer. The inspection or test of any goods by Buyer shall not relieve Seller from any responsibility regarding defects or other failures respecting Non-Conforming Goods, which may be discovered subsequently by Buyer or one of its customers from time to time.
b. In the event Buyer provides Seller with notice of Non-Conforming Goods, Seller shall (at Buyer’s option) promptly repair or replace such goods without cost or expense to Buyer. Seller warrants such replacement goods in the same manner and to the same extent that all such goods are warranted under these Terms and Conditions of Purchase. If Seller fails after reasonable notice to proceed promptly with the repair or replacement of the Non-Conforming Goods, Buyer may repair or replace such goods and charge all related expenses to Seller without voiding the warranties herein.
c. If Buyer provides a deposit or advance payment to Seller and Seller is not following the terms set forth herein or is otherwise out of compliance with any outstanding orders with Buyer, Buyer shall be entitled to return of the deposit or advance payment upon request by Buyer.
- Seller’s Damages. In the event of a breach of this agreement or any Purchase Order by Buyer, Seller’s exclusive remedy will be for Seller’s actual damages which shall in no event exceed the price of the particular goods with respect to which the damages occurred. Buyer shall in no event be liable to Seller for any of Seller’s damages to the extent such damages arise from Seller’s fault, negligence, willful misconduct or strict liability.
- Buyer’s Damages. In the event of a breach or repudiation of any Purchase Order or of this agreement by Seller, Buyer shall be entitled to recover any and all damages, including consequential, special, incidental, indirect and punitive damages, as applicable, in addition to all other rights granted by the Uniform Commercial Code.
- Governing Law. This agreement, and all sales of goods by Seller to Buyer, is governed by the laws of Texas, U.S.A., exclusive of its conflict of laws rules that would require the application of any other laws. Seller and Buyer each irrevocably agree that any legal proceeding seeking the enforcement or interpretation of this agreement must be brought in the state or federal courts located in Dallas, Texas, U.S.A. Each party irrevocably submits itself to the jurisdiction of any such courts, and waives any objection it may now or hereafter have to the placing of venue in any such courts and any right to remove any such action or proceeding to another court.
- Attorneys’ Fees. Seller agrees to pay for all reasonable attorneys’ fees and other legal expenses that are incurred by Buyer due to a breach of this agreement or any Purchase Order by Seller or in connection with the enforcement thereof.
- Seller shall not assign its rights or obligations hereunder without the prior written consent of Buyer. Any attempted assignment in contravention of the foregoing shall be void.
- No provision of this agreement may be construed against the Buyer as the drafting party. The term “including” means “including without limitation”.
- Third Party Rights. Other than rights of each party’s affiliates under this agreement, no third parties will have any rights under this agreement.
- Waiver by Buyer of any breach of these provisions (or any Purchase Order) shall not be construed as a waiver of any other breach. Should any clause, sentence or part of this agreement be held invalid, such holding shall in no way affect the validity of the remainder, which shall remain in full force and effect.