Standard Terms and Conditions of Sale
The materials and services ("Materials") which are described on our quotation, order acknowledgement, packing list, or invoice shall be sold by Trupply, LLC ("Seller") only upon the following Standard Terms and Conditions of Sale (“Contract”):
- CONTRACT TERMS: This Contract contains the only terms and conditions applicable to the sale of the Materials. Contract formation and acceptance by Seller are expressly conditioned upon Customer's assent to the terms of this Contract. Sales order entry constitutes an acceptance of Customer's purchase order, with such purchase order being expressly conditioned upon Customer's assent to the Contract. Any typographical or clerical error herein is subject to correction by Seller. In addition to this Contract, Customer consents to the Terms of Service at https://trupply.com/pages/terms-of-service.
- PRICES AND QUOTATIONS: All prices are F.O.B. Seller’s facility unless otherwise specified. Prices are subject to change based on market conditions changing rapidly due to the anti-dumping and countervailing duties in near future. Quoted prices are valid for acceptance within seven (7) calendar days, and are exclusive of any applicable taxes or miscellaneous charges not specified in the quotation. The prices and deliveries provided on our quotations are predicated on receiving an order for the models and quantities offered. Any deviations will require reconfirmation of price and delivery terms.
- PAYMENT TERMS: Payment shall be due upon receipt of invoice. Payment shall be due on the terms agreed upon by the parties at Seller’s office in Houston, Texas, or as Seller otherwise directs. Customer shall give written notice to Seller of any claim for error in charges within ten (10) days of shipment date of Materials. All past due balances shall bear interest at 1.5% per month. Seller shall be entitled to recover all reasonable costs and expenses of collections, including attorney’s fees, which may be incurred by Seller in collecting any payment due under the Agreement. Customer shall not be entitled to set off, recoup, or without any payment, or any portion thereof. Seller shall be authorized to pursue all legal remedies, which may include filing of liens, in the event of Customer’s non-payment.
- CANCELLATION: Prior to shipment, Customer may terminate its order provided that Customer gives at least __3_ days’ notice, and Seller is compensated for all costs and expenses incurred or committed, plus a reasonable profit thereon and for any losses resulting. Machined items, CTL pipe, special items, and made to order items are non-cancellable and non-returnable.
- CLAIMS: Customer shall bear the risk of loss for damage to or destruction of the Materials from the time that Seller delivers such Materials to the carrier or to Customer or Customer's agent. Any claims for loss or damage after risk of loss has passed to Customer shall be filed with the carrier. Customer shall give written notice to Seller of any claim for shortage or error in Materials shipped within five (5) days of the shipment date of Materials.
- DELIVERY DATES. Quoted delivery dates are approximate estimates determined at the time of quotation and are subject to revision due to variations in order processing and manufacturing or specifications and quantity. Seller assumes no liability for losses arising from inaccurate estimates, and is permitted to make partial shipments against this Contract.
- FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by a Force Majeure event. A Force Majeure event means, in relation to either party, any event or circumstance beyond the reasonable control of that party including act of God, fire, explosion, flood, epidemic, power failure, governmental actions, war or threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, labor disputes and strikes (other than in respect of the workforce of the party affected). A party affected by the Force Majeure (the “Affected Party”) shall immediately notify the other party (“Non-Affected Party”) in writing of the event, giving sufficient details thereof and the likely duration of the delay. In the event of a party invoking Force Majeure, neither party will be liable under this Agreement for any loss, injury, delay, damages, or related harm by another party due to failure of timely performance. The Affected Party shall use all commercially reasonable efforts to recommence performance of its obligations under this Agreement as soon as reasonably possible. Notice of a Force Majeure event must be given to the Non-Affected Party within seven (7) calendar days. The Notice shall contain reasonable information explaining the Force Majeure event, as well any and all efforts to remedy or mitigate its effect.
- DOCUMENTATION: Seller shall provide Customer with copies of such data or documentation as agreed in the quotation. If additional data or documentation is requested by Customer, Seller will provide such additional copies at Customer's expense.
- RETURNS: All returns must be made within 30 calendar days of receipt. Seller will not accept returns on machined items, special order items, used items and cut to length pipe. Customer may request to return Materials by contacting its account salesperson to request a return authorization number. No Materials will be accepted for return without a valid return authorization number clearly noted on the outside of the shipment. Unauthorized returns are subject to refusal at our facility or may be returned freight collect to the shipping point. Any return shipment must be made freight prepaid unless Seller has expressly authorized Customer in writing to ship such Materials to Seller at Seller's expense. All returns of Materials authorized by Seller are subject to Seller's standard restocking charges as such and then effective. All material returned for credit must be in new and re-saleable condition, in original packaging, and is subject to inspection prior to issuance of any credit. Seller will issue credit memos for returned material; debits will not be accepted.
- SERVICES: Services rendered by Seller, whether with or without charge, are only technical or advisory in nature and are merely incidental to the sale of the Materials. When any such services are rendered, Customer will retain full responsibility for and full control, custody and supervision of the Materials and the installation, selection of material thereof, and a representative of Customer shall be present with full authority to direct operations.
- LIMITED WARRANTY AND DISCLAIMER: SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE MATERIALS.
- WAIVERS AND RELEASES: Customer hereby releases Seller, its employees, agents and "controlling persons" (within the meaning of section 20 (a) of the Securities Exchange Act of 1934, as amended) from all liabilities, claims, costs, expenses, losses and damages of any and every kind arising out of or resulting, directly or indirectly, from any defect or failure of the Materials or any act, omission, error or delay in the performance, or nonperformance of Seller's obligations and duties under this Contract. CUSTOMER WAIVES ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL CLAIMS REGARDING LOSS OF REVENUE, INCOME, PROFIT AND USE OR DAMAGES, WHETHER SAME BE DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL.
- GOVERNING LAW AND VENUE: This Contract shall be governed by and construed in accordance with the laws of the State of Texas. The venue for the resolution of any dispute shall be a court of competent jurisdiction in Harris County, Texas.
- OTHER TERMS AND CONDITIONS:
- Customer shall not (by operation of law or otherwise) assign its rights or delineate its performance hereunder without the prior written consent of Seller, and any attempted assignment or delineation by Customer without such consent shall be voided.
- Seller reserves the right to modify the design of any Materials without obligations, and Seller is not obligated to so modify Materials previously or subsequently sold.
- Should Customer suspend delivery of the order, Seller reserves the right to charge a monthly storage fee equal to 2.0% of the value of the suspended items.
- Compliance with Laws. Materials sold hereunder shall not be sold, resold, exported, or re-exported to any sanctioned country or nation, including, but not limited to, Cuba, Iran, North Korea, Sudan, or Syria.