Terms & Conditions

Terms and Conditions: Standard* Products

Standard Pipe PDF

These general items and conditions of sale apply to the sale by the Company of pipe and related products to the original buyer (“Buyer”). The term “Company” refers to the North American Pipe Corporation with offices at 2801 Post Oak Blvd., Houston, Texas 77056. IN NO EVENT SHALL SELLER OR BUYER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES. This transaction shall be governed by the laws of the state of Texas. Any and all disputes arising out of or relating to this agreement are subject to the exclusive jurisdiction
 
LIMITED WARRANTY
This warranty only extends to the original Buyer of the products for a period of twelve (12) months from the original invoice date. Any claims must be submitted in writing within thirty (30) days of the date of the circumstances giving rise to the claim.
 
Warranty Coverage - These Company products are warranted against defective materials or workmanship under normal use and service. This warranty is void if: (1) the product has been damaged by accident or unreasonable use, neglect, alteration, faulty or negligent installation, abuse, misuse or other causes not arising out of defects in material workmanship; (2) Damage or defects due to handling by carrier or Buyer or incurred during shipment; or (3) the product labeling or Company’s name has been altered or defaced.
 
Buyer’s Sole Remedy – At the sole option of the Company, the exclusive remedy of Buyer shall be the replacement of the defective product and return by Buyer of defective product, the return of defective product and repayment of the purchase price, or the return by Buyer of the defective product and the issuance of a credit which can be applied towards the purchase of additional Company products.
 
WARRANTY DISCLAIMERS - THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ON THE PART OF COMPANY INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE, AND COMPANY NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON, FIRM OR CORPORATION TO ASSUME ANY LIABILITY OR OBLIGATION IN CONNECTION WITH THIS SALE ON ITS BEHALF AND PURCHASER ACKNOWLEDGES THAT NO REPRESENTATIONS EXCEPT THOSE MADE HEREIN HAVE BEEN MADE TO BUYER. COMPANY FURTHER DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
 
Except in the case of Company’s sole negligence or willful misconduct, Buyer agrees to indemnify, defend and hold harmless the Company, its affiliates, agents, employees and representatives from and against any liability, claim, demand, loss, damage, cost, expense, including attorney’s fee’s and litigation costs, arising out of or in connection with the presence of Buyer’s employees or agents on Company’s premises or Company’s employees or agents on Buyer’s premises, the use of Company’s services, or the purchase, use or resale of products supplied by Company.

PRICING

Stock Orders: Stock pricing is available for stock orders shipped to distributor’s yard only. Stock orders must be in full units, with a minimum quantity of one truckload. Stock orders will be shipped at prices in effect at time of shipment unless otherwise agreed. Premiums may be added for less than truckload (LTL) quantities or special packaging and handling. 

Pipe Contractor Jobs: Quotations by Company are to be interpreted as solicitations for a bid. Company reserves the right to cancel or to revise the quotation at any time prior to the acceptance of orders. A firm order, accompanied by a firm shipping schedule, must be placed with Company before the expiration date. Prices stated on Company’s order acknowledgment document are firm for delivery within thirty (30) days of the date of receipt of an order, unless otherwise stated on Company’s order acceptance document. In the event that the project is delayed by the Buyer or any other third party, Company reserves the right to adjust the price for any products not yet delivered. If, however, the delay is caused by Company’s inability to make the delivery as agreed, the acknowledged price will be honored. Shipments made before the ship complete date will be at prices in the acknowledgment unless otherwise agreed upon by Company in writing. Shipments are subject to availability of inventory for shipment in full truckload quantity, Company will do its best to provide the combined shipping with other orders. It is the Buyer’s responsibility to fill out the truckload and expedite the shipment. Notwithstanding anything contained elsewhere on this contract, in the event Company is unable to obtain from its normal sources on terms it deems reasonable, any material, feedstock or other items for manufacturing or delivering product, Company may, upon notice to Buyer, increase product price, including adding surcharges, and/or suspending its performance hereunder.

FORCE MAJEURE

Company shall not be liable for damage resulting from delay in performance or for non-performance, directly or indirectly caused by circumstances beyond the reasonable control of the party affected, including, but not limited to, acts of God; fires; explosions; floods; war; acts of or authorized by any government commission, agency or jurisdiction; accident; labor or storage trouble; or inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Company shall have no obligation to purchase supplies of the products specified herein to enable it to perform this agreement.

TERMS OF PAYMENT

Terms are Net 30 days unless otherwise stated on the face of this document. Any cash discounts allowed shall apply to net material value after deducting transportation, but before additions or deductions for taxes, special packaging, or other charges.

Company reserves the right to change these terms at any time. Any payment received by Company after due date shall be subject to a late payment charge not to exceed 1.5 % per month (18% per year) or less, if required by applicable law, until outstanding balance, including accrued late payment charge, is paid in full. The cash discount will be given only if payment to Company is U. S. postmarked on or before the cash discount date shown on the invoice.

CREDIT

All orders and shipments are subject to approval by Company’s credit Department. Buyer unconditionally assigns to Company all lien rights that it may have, whether as a vendor or otherwise, to secure payment of moneys owed to Buyer by reason of Buyer’s sale of the products to a third party. Such assignment shall be limited in amount of the unpaid balance(s) owed by Buyer to Company for such products and shall remain in effect only for so long as such balance(s) shall remain unpaid. Buyer hereby appoints Company as its attorney-in-fact to execute and record such documents as are necessary to effect said assignment and/or to enforce said lien right.

Buyer agrees to pay all reasonable attorneys’ fees and all expenses associates with the collection of moneys Buyer owes Company.

Buyer represents that it is not insolvent as that term is defined in the Uniform Commercial Code. In the event Buyer becomes insolvent before delivery of the products, it will so notify Company in writing. Buyer’s failure to so notify Company shall be construed as a reaffirmation of Buyer’s solvency at the time of delivery.

Buyer hereby grants Company a security interest in the product sold to Buyer by Company and all proceeds thereof which will be deemed collateral for Buyer’s debt to Company until Buyer has paid Company for such product in full. In addition, Buyer authorizes Company to sign on behalf of Buyer UCC-1 Financing Statements perfecting Company’s security interest in the above collateral.

NON-WARRANTY CLAIMS

Company shall be responsible for settlement of non-warranty claims only if such claims have been submitted in writing to Company for prior investigation and determination of settlement within ninety (90) days from invoice date, or within thirty (30) days of the date of the circumstances giving rise to the claim, whichever is later. Company shall have no obligation to honor any settlement made by any distributor or other third party without prior written consent of Company. Company will not honor any claims that are the result of improper installation.

FAIR LABOR STANDARDS

Goods covered by this document were produced in accordance with applicable provisions of the Fair Labors Standards Act of 1938, as amended.

CANCELLATION

Buyer may cancel orders prior to shipment. In the event of Buyer cancellation, orders may be subject to liquidated damages in the amount of the cost of labor storage, overhead and material used, plus ten percent (10%) of sales price. Nonstandard or custom-produced products are not subject to Buyer’s cancellation once production has begun.

ORDER AND SHIPPING CONFIRMATION

Upon receipt of order acknowledgment from Company, Buyer must verify pricing, quantity, products, terms, shipping instructions and shipping schedule on the order set. Should any changes become necessary, Buyer must inform Company’s Customer Service Representative in writing immediately. If Buyer fails to timely notify Company and Company must restock products, there will be a restocking charge of twenty-five (25%) percent.

Orders requiring affidavits or certificates of compliance must so state when orders are placed with Company.

NO ASSIGNMENTS

This agreement is not assignable or transferable by either party, in whole or in part, except with the written consent of the other party, which shall not be unreasonably withheld.

SHIPPING AND DELIVERY

Company will use reasonable efforts to meeting the requested shipment schedule, but not guarantee a delivery time, and assumes no liability for additional costs or damages resulting from late deliveries. Risk of loss or damage shall rest on Buyer after products are loaded on to the truck or railcar at Company’s facility. Upon receipt of order, Buyer must inspect the condition and quality of goods received. Any damage, loss, shortage, or misidentification should be reported to the driver and noted on the Bill of Lading. Company reserves the right to ship orders at the most economical rate. Should the Buyer request special packaging or handling, the additional cost will be billed to the Buyer.

RETURNED MATERIALS

Buyer must obtain written approval from Company Customer Service before returning any products to Company. Unauthorized returns may be scrapped at Buyer’s expense. Ownership of authorized returns will pass to Company upon receipt at Company’s factory. Company will determine acceptability of return materials for restocking and resalability. Credit will be issued on resalable materials only. A restocking charge of up to twenty-five (25 %) percent and freight cost both ways for the returned materials may be charged to the account of the customer.

FREIGHT

Unless otherwise stated on the face of this document, truckload shipments are F.O.B. shipping point with transportation prepaid by Company to job site or Buyer’s stocking location, whichever applies, provided such job site is legally and physically accessible to interstate freight carriers operating under D.O.T. regulations. The Buyer may elect to ship a lesser quantity than a full truckload via common or contracted carrier from shipping location if Buyers pays any applicable freight penalty. All additional freight charges for Stopover/Drop Shipments/Demurrage allowed by D.O.T. regulations shall be charged to the Buyer’s account.

ORDER ACCEPTANCE OR REJECTION

No order placed with Company shall be considered accepted until acknowledged in writing by Company. Company reserves the right to accept or reject any order. Possession of a price list does not constitute an offer to sell. The terms and conditions stated herein constitute the entire terms and conditions of sale between the parties. Any contrary or additional terms or conditions shall be void and have no force or effect unless specifically approved in writing by an authorized officer or general manager of Company.

TAXES
Any taxes or other governmental charge upon production, sales, transportation, storage, or shipment of Product imposed by federal, state , municipal or other authorities shall be added to the price and must be paid by Buyer, regardless of whether said tax or charge is included on the initial invoice to Buyer. Tax Exemption Certificates for states into which Product is being shipped must be on file with Company. Otherwise, all applicable state and local taxes will be charged. These taxes will be shown on the invoice.

 * Standard Products excludes products utilizing the Certa-Lok® restrained joint system, as well as all products within North American Pipe’s Agricultural Irrigation, Water Well, Mining, and Foundations Building Products market segment portfolios.

Terms and Conditions: Specialty Products

Specialty Pipe PDF

These general terms and conditions apply to the sale of related products of the company to the original buyer (“Buyer”). The term “Company” refers to North American Specialty Products, LLC with offices at 2801 Post Oak Blvd., Houston, Texas 77056. IN NO EVENT SHALL SELLER OR BUYER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES. This transaction shall be governed by the laws of the state of Texas. Any and all disputes arising out of or relating to this agreement are subject to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas.
 
Standard Product Warranty: North American Specialty Products, LLC only warrants to replace, without charge, those of its pipe and fitting products proven to have manufacturing defects within 6 months of the date of delivery thereof; provided, however, that North American Specialty Products, LLC has first been given an opportunity to inspect the product alleged to be defective in order to determine if it meets North American Specialty Products, LLC’s specifications and if the handling, installation, and operating conditions have been satisfactory and in accordance with acceptable practices. Products sold by North American Specialty Products, LLC which are manufactured by others are warranted only to the extent and limits of the warranty of the manufacturer. Owing to the widely varying conditions under which North American Specialty Products, LLC’s products are installed and used, North American Specialty Products, LLC cannot be and is not bound, and no person is authorized to bind North American Specialty Products, LLC, by any further warranty whatsoever. 
 
Nonstandard Product Warranty: North American Specialty Products, LLC only warrants to replace, without charge, those nonstandard pipe products proven to have manufacturing defects with respect to dimensional requirements within 6 months of the date of delivery thereof; provided, however, that North American Specialty Products, LLC has first been given an opportunity to inspect the product alleged to be dimensionally defective in order to determine if it meets North American Specialty Products, LLC ’s dimensional specifications. Products sold by North American Specialty Products, LLC which are manufactured by others are warranted only to the extent and limits of the warranty of the manufacturer. Owing to the widely varying conditions under which North American Specialty Products, LLC’s products are installed and used, North American Specialty Products, LLC cannot be and is not bound, and no person is authorized to bind North American Specialty Products, LLC, by any further warrantly whatsoever.
 
Solvent Weld Pipe Disclaimer for Both Standard and Nonstandard Products: Because North American Specialty Products, LLC cannot be assured that solvent weld pipe will be installed by persons fully acquainted with the proper assembly and installation techniques involved and the limitations upon such techniques caused by variations in installation conditions, North American Specialty Products, LLC DOES NOT WARRANT AND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY EXPENSES, DAMAGES, OR LOSSES WHATSOEVER CONNECTED WITH OR ARIXING FROM OR CAUSED BY THE FAILURE OF ANY SOLVENT WELD JOINT OR BY DEFECTIVE SOLVENT USED IN MAKING SUCH JOINT. This disclaimer does not apply to factory-made solvent welds.
 
Threaded Pipe Disclaimer: Claims sent to North American Specialty Products, LLC for pipe which fails to thread properly into a purchased coupling supplied by a manufacturer other than North American Specialty Products, LLC, or which leaks upon threading into said coupling, must be accompanied by the coupling in question in order for North American Specialty Products, LLC to properly evaluate the claim. NORTH AMERICAN SPECIALTY PRODUCTS, LLC WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY EXPENSES, DAMAGES, OR LOSSES WHATSOVER CONNECTED WITH OR ARISING FROM OR CAUSED BY AN OUT-OFSPECIFICATION COUPLING. 
 
Disclaimer/Limitation of Liability: THE FOREGOING WARRANTIES ARE IN LIEU OF OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPENSE OR REMOVAL OR REINSTALLATION RESULTING FROM ANY DEFECT, INCLUDING ANY DIMENSIONAL DEFECT INVOLVING NONSTANDARD PRODUCTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OF ANY EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONMAY NOT APPLY TO CUSTOMER. THE WARRANTY PROVIDED BY COMPANY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. NO FIELD REPRESENTATIVE, DISTRIBUTOR OR DEALER OF COMPANY IS AUTHORIZED TO MAKE ANY CHANGE OR MODIFICATION TO THESE WARRANTIES.

PRICING

Stock Orders: Stock pricing is available for stock orders shipped to distributor’s yard only. Stock orders must be in full units, with a minimum quantity of one truckload. Stock orders will be shipped at prices in effect at time of shipment unless otherwise agreed. Premiums may be added for less than truckload (LTL) quantities or special packaging and handling.

Pipe Contractor Jobs: Quotations by North American Specialty Products, LLC are to be interpreted as solicitations for a bid. North American Specialty Products, LLC reserves the right to cancel or to revise the quotation at any time prior to the acceptance of orders. A firm order, accompanied by a firm shipping schedule, must be placed with North American Specialty Products, LLC before the expiration date. Prices stated on North American Specialty Products, LLC’s order acknowledgment document are firm for delivery within thirty (30) days of the date of receipt of an order, unless otherwise stated on North American Specialty Products, LLC’s order acceptance document. In the event that the project is delayed by the Buyer or any other third party, North American Specialty Products, LLC reserves the right to adjust the price for any products not yet delivered. If, however, the delay is caused by North American Specialty Products, LLC’s inability to make the delivery as agreed, the acknowledged price will be honored. Shipments made before the ship complete date will be at prices in the acknowledgment unless otherwise agreed upon by North American Specialty Products, LLC in writing. Shipments are subject to availability of inventory for shipment in full truckload quantity, North American Specialty Products, LLC will do its best to provide the combined shipping with other orders. It is the Buyer’s responsibility to fill out the truckload and expedite the shipment. Notwithstanding anything contained elsewhere on this contract, in the event North American Specialty Products, LLC is unable to obtain from its normal sources on terms it deems reasonable, any material, feedstock or other items for manufacturing or delivering product, North American Specialty Products, LLC may, upon notice to Buyer, increase product price, including adding surcharges, and/or suspending its performance hereunder.
 
FORCE MAJEURE
 
North American Specialty Products, LLC shall not be liable for damage resulting from delay in performance or for non-performance, directly or indirectly caused by circumstances beyond the reasonable control of the party affected, including, but not limited to, acts of God; fires; explosions; floods; war; acts of or authorized by any government commission, agency or jurisdiction; accident; labor or storage trouble; or inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. North American Specialty Products, LLC shall have no obligation to purchase supplies of the products specified herein to enable it to perform this agreement.
 
TERMS OF PAYMENT
 
Terms are Net 30 days unless otherwise stated on the face of this document. Any cash discounts allowed shall apply to net material value after deducting transportation, but before additions or deductions for taxes, special packaging, or other charges. North American Specialty Products, LLC reserves the right to change these terms at any time. Any payment received by North American Specialty Products, LLC after due date shall be subject to a late payment charge not to exceed 1.5 % per month (18% per year) or less, if required by applicable law, until outstanding balance, including accrued late payment charge, is paid in full. The cash discount will be given only if payment to North American Specialty Products, LLC is U. S. postmarked on or before the cash discount date shown on the invoice.
 
CREDIT
 
All orders and shipments are subject to approval by North American Specialty Products, LLC’s credit Department. Buyer unconditionally assigns to North American Specialty Products, LLC all lien rights that it may have, whether as a vendor or otherwise, to secure payment of moneys owed to Buyer by reason of Buyer’s sale of the products to a third party. Such assignment shall be limited in amount of the unpaid balance(s) owed by Buyer to North American Specialty Products, LLC for such products and shall remain in effect only for so long as such balance(s) shall remain unpaid. Buyer hereby appoints North American Specialty Products, LLC as its attorney-in-fact to execute and record such documents as are necessary to effect said assignment and/or to enforce said lien right. 
 
Buyer agrees to pay all reasonable attorneys’ fees and all expenses associates with the collection of moneys Buyer owes North American Specialty Products, LLC.
 
Buyer represents that it is not insolvent as that term is defined in the Uniform Commercial Code. In the event Buyer becomes insolvent before delivery of the products, it will so notify North American Specialty Products, LLC in writing. Buyer’s failure to so notify North American Specialty Products, LLC shall be construed as a reaffirmation of Buyer’s solvency at the time of delivery.
 
Buyer hereby grants North American Specialty Products, LLC a security interest in the product sold to Buyer by North American Specialty Products, LLC and all proceeds thereof which will be deemed collateral for Buyer’s debt to North American Specialty Products, LLC until Buyer has paid North American Specialty Products, LLC for such product in full. In addition, Buyer authorizes North American Specialty Products, LLC to sign on behalf of Buyer UCC-1 Financing Statements perfecting North American Specialty Products, LLC’s security interest in the above collateral.
 
 
NON-WARRANTY CLAIMS
 
North American Specialty Products, LLC shall be responsible for settlement of non-warranty claims only if such claims have been submitted in writing to North American Specialty Products, LLC for prior investigation and determination of settlement within ninety (90) days from invoice date, or within thirty (30) days of the date of the circumstances giving rise to the claim, whichever is later. North American Specialty Products, LLC shall have no obligation to honor any settlement made by any distributor or other third party without prior written consent of North American Specialty Products, LLC. North American Specialty Products, LLC will not honor any claims that are the result of improper installation.
 
FAIR LABOR STANDARDS
 
Goods covered by this document were produced in accordance with applicable provisions of the Fair Labors Standards Act of 1938, as amended.
 
CANCELLATION
 
Buyer may cancel orders prior to shipment. In the event of Buyer cancellation, orders may be subject to liquidated damages in the amount of the cost of labor storage, overhead and material used, plus ten percent (10%) of sales price. Nonstandard or custom-produced products are not subject to Buyer’s cancellation once production has begun.
 
 
ORDER AND SHIPPING CONFIRMATION
 
Upon receipt of order acknowledgment from North American Specialty Products, LLC, Buyer must verify pricing, quantity, products, shipping instructions and shipping schedule on the order set. Should any changes become necessary, Buyer must inform North American Specialty Products, LLC’s Customer Service Representative in writing immediately. If Buyer fails to timely notify North American Specialty Products, LLC and North American Specialty Products, LLC must restock products, there will be a restocking charge of twenty-five (25%) percent. 
 
Orders requiring affidavits or certificates of compliance must so state when orders are placed with North American Specialty Products, LLC.
 
NO ASSIGNMENTS
 
This agreement is not assignable or transferable by either party, in whole or in part, except with the written consent of the other party, which shall not be unreasonably withheld.
 
SHIPPING AND DELIVERY
 
North American Specialty Products, LLC will use reasonable efforts to meeting the requested shipment schedule, but not guarantee a delivery time, and assumes no liability for additional costs or damages resulting from late deliveries. Risk of loss or damage shall rest on Buyer after products are loaded on to the truck or railcar at North American Specialty Products, LLC’s facility. Upon receipt of order, Buyer must inspect the condition and quality of goods received. Any damage, loss, shortage, or misidentification should be reported to the driver and noted on the Bill of Lading. North American Specialty Products, LLC reserves the right to ship orders at the most economical rate. Should the Buyer request special packaging or handling, the additional cost will be billed to the Buyer.
 
RETURNED MATERIALS
 
Buyer must obtain written approval from North American Specialty Products, LLC Customer Service before returning any products to North American Specialty Products, LLC. Unauthorized returns may be scrapped at Buyer’s expense. Ownership of authorized returns will pass to North American Specialty Products, LLC upon receipt at North American Specialty Products, LLC’s factory. North American Specialty Products, LLC will determine acceptability of return materials for restocking and resalability. Credit will be issued on resalable materials only. A restocking charge of up to twenty-five (25 %) percent and freight cost both ways for the returned materials may be charged to the account of the customer.
 
FREIGHT
 
Unless otherwise stated on the face of this document, truckload shipments are F.O.B. shipping point with transportation prepaid by North American Specialty Products, LLC to job site or Buyer’s stocking location, whichever applies, provided transportation prepaid by North American Specialty Products, LLC to job site or Buyer’s stocking location, whichever applies, provided such job site is legally and physically accessible to interstate freight carriers operating under D.O.T. regulations. The Buyer may elect to ship a lesser quantity than a full truckload via common or contracted carrier from shipping location if Buyers pays any applicable freight penalty. All additional freight charges for Stopover/Drop Shipments/Demurrage allowed by D.O.T. regulations shall be charged to the Buyer’s account. 
 
ORDER ACCEPTANCE OR REJECTION
 
No order placed with North American Specialty Products, LLC shall be considered accepted until acknowledged in writing by North American Specialty Products, LLC. North American Specialty Products, LLC reserves the right to accept or reject any order. Possession of a price list does not constitute an offer to sell. The terms and conditions stated herein constitute the entire terms and conditions of sale between to sell. The terms and conditions stated herein constitute the entire terms and conditions of sale between the parties. Any contrary or additional terms or conditions shall be void and have no force or effect unless specifically approved in writing by an authorized officer or general manager of North American Specialty Products, LLC.
 
TAXES
 
Any taxes or other governmental charge upon production, sales, transportation, storage, or shipment of Product imposed by federal, state , municipal or other authorities shall be added to the price and must be paid by Buyer, regardless of whether said tax or charge is included on the initial invoice to Buyer. Tax Exemption Certificates for states into which Product is being shipped must be on file with North American Specialty Products, LLC. Otherwise, all applicable state and local taxes will be charged. These taxes will be shown on the invoice.
 

Terms and Conditions: Molded Fittings

Molded Fittings PDF

ALL ORDERS ARE ACCEPTED AND ALL SALES ARE EXPRESSLY MADE CONDITIONAL ON PURCHASER’S AGREEMENT TO THESE TERMS AND CONDITIONS NOTWITHSTANDING ANY PURCHASE ORDERS OR OFFERS CONTAINING DIFFERENT OR ADDITIONAL PROVISIONS. PURCHASER’S ACCEPTANCE OF GOODS CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS AND ALSO PURCHASER’S AGREEMENT THAT THEY CONTROL OVER ANY TERMS, CORRESPONDENCE OR FORMS SUPPLIED BY PURCHASER AT ANY TIME.

ACCEPTANCE/CANCELLATION. Orders cannot be cancelled by Purchaser without Seller’s written consent and are subject to change or price adjustment based on fluctuations in material price and availability. These Terms and Conditions are a final, complete and exclusive statement of the parties’ agreement. No statements or changes of any kind or any conflicting terms or conditions in any writing by Purchaser to Seller are binding on Seller unless specifically agreed to in writing by Seller. Prior statements, representations, and agreements not incorporated are excluded and superseded hereby. No course of prior dealings between Seller and Purchaser and no usage of trade shall be used to supplement any term in this agreement. Acceptance or acquiescence in a course of performance shall not be relevant to alter the meaning of this agreement.

MODIFICATIONS MUST BE IN WRITING. These Terms and Conditions shall not be modified or rescinded by agreement or conduct or waived unless specifically agreed to in writing by Seller. The amount of any present or future sales, use, excise, or similar taxes, applicable to the ordered goods shall be added to Seller’s price and paid by the Purchaser, unless the Purchaser timely provides Seller with a tax exemption certificate applicable to Seller.

SHIPMENT/DELIVERY. Seller shall not be liable for any penalty or damages, liquidated or otherwise for any shipment delays. Unless otherwise stated by Seller, goods are shipped F.O.B. shipping point only; and all loss, damage and delay in transit are at the risk of the Purchaser. Unless otherwise stated by Seller, when goods have been delivered to a carrier, risk of loss passes to Purchaser and Seller’s responsibility for delivery ends. Shipments should be examined carefully before being accepted from the carrier. Seller assumes no responsibility for damage after having received “in good order" receipts from a carrier at shipping point. Claims for shortages or non- conforming shipments must be made in writing and sent to Seller immediately upon Purchaser’s receipt of the shipment (i.e., within 24 hours of Purchaser’s receipt of the Shipment). Failure to give such notice shall be deemed unqualified acceptance of the Shipment, and a waiver by Purchaser of any claim with respect to the Shipment.

TITLE TO GOODS. Purchaser acknowledges and agrees that until payment of the amount shown on Seller’s invoice is received by Seller, title to the goods covered by that invoice shall remain with Seller, whether or not the goods are in the Seller’s possession and whether or not they have been fabricated or used by the Purchaser. Until such payment has been made in full, Seller shall have the right to at any time without notice to enter the premises where the goods are situated and take possession of the same in the event that Purchaser’s payment obligation for those goods has become past-due, and the Purchaser agrees to defend, indemnify and save Seller harmless from any and all costs, expenses and damages (including legal fees) arising out of any claim asserted against the Seller as a consequence to the Seller’s exercise of such right.

INSURANCE. The Purchaser agrees to keep the goods fully insured against loss, theft, destruction and damage (including where the same occurs while the goods are in the possession of the carrier that is transporting the goods or in the possession of a third-party warehouse) occurring at any point after Purchaser or Purchaser’s carrier or other representative takes possession of the goods, which insurance shall be placed with insurance companies for the benefit of the Seller and the proceeds of any such insurance shall, at the option of the Seller, be applied to the payment due or becoming due at the time of such payment or applied toward the replacement of the goods and if the goods shall be replaced, then, and in such event the terms, provisions and conditions of this agreement shall apply to such replaced products with the same force and effect as if such replacement products had originally been the subject of this agreement.

DEFAULT. If Purchaser defaults in paying by the specified due date any of the payments provided for in any invoice issued by Seller, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted or filed by or against the Purchaser as a debtor, bankrupt, defendant or insolvent or if the Purchaser shall enter into any arrangement or agreement with its creditors, the full amount of the purchase price then remaining unpaid shall, at the option of the Seller be immediately due and payable, anything to the contrary in any other document or agreement notwithstanding, it being expressly agreed that the title in the goods shall vest in the Purchaser only on the payment of the full purchase price and on the compliance by the Purchaser with Purchaser’s obligations under these terms and conditions.

RETURNS. Unless Purchaser has been first obtained Seller’s consent to accept goods for return or credit, Seller will not be required to accept returned goods from Purchaser. Risk of loss for returned goods will remain with Purchaser and Purchaser shall reimburse Seller for any cost Seller incurs in connection with the shipment and return of the goods. Goods fabricated to order (i.e., “custom goods") are not returnable under any circumstances except as part of a remedy preapproved by Seller for a legitimate warranty claim.

NON-PAYMENT/ ENFORCEMENT. Interest at the maximum legal rate not exceeding 18% per year shall be charged on overdue accounts at a rate of 1.5% per month. If an invoice is not paid when due, or it becomes necessary for Seller to enforce these terms and conditions, Purchaser agrees to pay all costs of collection, or enforcement or both, including attorney’s fees, whether incurred in or out of court, or appeal, in arbitration, in a bankruptcy proceeding, or in any insolvency proceedings.

PENALTY CLAUSES. Seller assumes no liability arising from penalty or liquidated damage clauses of any kind, written or implied.

LIMITED WARRANTY/SOLE REMEDY.
SELLER WARRANTS THAT IT HAS GOOD TITLE TO THE GOODS SOLD BY IT AND THAT THE GOODS CONFORM TO ANY WRITTEN SPECIFICATIONS OR DESCRIPTIONS ISSUED BY SELLER FOR THOSE GOODS, OR AGREED UPON IN WRITING BETWEEN SELLER  AND BUYER. SELLER’S ENTIRE LIABILITY TO PURCHASER IS LIMITED TO THE PURCHASE PRICE OF THE GOODS IN RESPECT OF WHICH A CLAIM IS MADE AND COSTS OF TRANSPORT. IF GOODS SOLD TO PURCHASER FAIL TO CONFORM TO THIS LIMITED WARRANTY, PURCHASER MUST GIVE SELLER WRITTEN NOTICE OF SUCH NONCONFORMANCE (A)WITHIN 30 DAYS OF THE TIME WHEN THE DEFECT WAS OR SHOULD HAVE BEEN DISCOVERED, BUT (B) NOT LATER THAN SIXTY DAYS AFTER THE RECEIPT OF THE GOODS IN ANY EVENT, OR PURCHASER WAIVES ANY WARRANTY  LAIM OR OTHER CLAIM WITH RESPECT TO THE GOODS.

SELLER’S ENTIRE LIABILITY (AND PURCHASER’S ENTIRE REMEDY) ON ANY CLAIM ARISING OUT OF THE SALE OF THE GOODS OR ITS REPLACEMENT OF DEFECTIVE GOODS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE GOODS THAT ARE PROVEN DEFECTIVE AND COSTS OF TRANSPORT. THIS WARRANTY DOES NOT EXTEND TO, AND IS VOIDED BY, GOODS DAMAGED OR FAILED BECAUSE OF, OR BY USE WITH, MATERIALS OR SUPPLIES OR METHODS NOT APPROVED BY SELLER OR OTHER APPLICABLE INSTALLATION STANDARDS OR CODES; OR BECAUSE OF MISUSE; ABUSE; ACCIDENT DAMAGE IN TRANSIT; IMPROPER HANDLING OR INSTALLATION NOT IN ACCORDANCE WITH RECOMMENDED PRACTICES OR CODES; OR RESULTING CONSEQUENCES. MOLD, WELD OR FUSION LINES ARE NOT DEFECTS OR NON- CONFORMITIES.

PURCHASER AGREES THAT NEITHER SELLER NOR SELLER’S OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, DISTRIBUTORS OR REPRESENTATIVES SHALL UNDER ANY CIRCUMSTANCES BE LIABLE (A) FOR ANY OTHER DAMAGES, DIRECT,  INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL, WHETHER RESULTING FROM SELLER’S NEGLIGENCE OR OTHERWISE, RESULTING FROM OR IN CONNECTION WITH THE GOODS SOLD TO PURCHASER, NOR (B) FOR ANY CLAIMS, ACTIONS, SUITS AND PROCEEDINGS WHICH MAY BE INSTITUTED IN RESPECT TO THE FOREGOING, INCLUDING CLAIMS, ACTIONS, SUITS AND PROCEEDINGS MADE BY SUBSEQUENT OWNERS AND USERS OF THE GOODS, NOR FOR STRICT LIABILITY OR OTHER TORT, NOR (C) FOR LOST REVENUES OR EARNINGS, LOST PROFITS, LOST OPPORTUNITIES, COSTS OR DELAYS, LOST GOOD WILL OR REPUTATION, OR PUNITIVE OR EXEMPLARY DAMAGES. IF IT IS FOUND THAT THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SELLER’S LIABILITY SHALL NONETHELESS BE LIMITED TO A REFUND OF THE PURCHASE PRICE PAID, AND TRANSPORTATION COSTS. THE EXCLUSION OF CONSEQUENTIAL DAMAGES SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SELLER SHALL HAVE THE RIGHT TO MODIFY AT ANY TIME THE DESIGN OF PRODUCTS OR MATERIALS USED THEREIN WITHOUT ANY LIABILITY, EXCEPT TO THE EXTENT THAT ANY SUCH MODIFICATION WOULD BE A BREACH OF ANY SPECIFICATIONS OR DESIGN REQUIREMENTS THAT HAVE BEEN AGREED UPON IN WRITING BETWEEN SELLER AND PURCHASER.

SELLER RESERVES THE RIGHT TO DISCONTINUE THE MANUFACTURE AND SELLING OF ANY PRODUCT AT ANY TIME, EXCEPT TO THE EXTENT THAT DECISION WOULD BREACH ANY WRITTEN AGREEMENT BETWEEN SELLER AND PURCHASER FOR SELLER TO SUPPLY PURCHASER WITH A FIXED QUANTITY OR VOLUME OF THAT PRODUCT, AND SELLER HAS NOT YET SATISFIED THAT QUANTITY OR VOLUME.

EXCLUSIONS OF WARRANTY AND LIMITATION OF LIABILITY AND REMEDIES. SELLER MAKES NO WARRANTY OTHER THAN THE LIMITED WARRANTY GIVEN ABOVE, WHICH IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER. THIS LIMITED WARRANTY AND REMEDY IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY STATUTORY WARRANTIES, AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER’S PURCHASE OF THE GOODS IS IRREVOCABLE PURCHASER HAS DECIDED THAT THE STANDARD OF THE GOODS IS FIT FOR PURCHASER’S PURPOSE.

PURCHASER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY FOR USE OR APPLICATION OF ANY GOODS, INCLUDING COMPONENTS THEREOF, OR WHETHER SUCH GOODS MEET REQUIREMENTS OF APPLICABLE BUILDING CODES OR SAFETY CODES FOR SPECIFIC APPLICATIONS.

THE WARRANTIES OF SELLER ARE NOT TRANSFERRABLE TO ANY SUBSEQUENT OWNER OF THE GOODS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THAT THE ABOVE MAY NOT APPLY TO YOU.

CONDITIONS OF RESALE/SUBSEQUENT PURCHASERS. These Terms and Conditions shall be binding upon all subsequent owners and users of the goods. Goods are sold subject to the condition that they shall not be resold or otherwise conveyed without similar conditions, including that these conditions be imposed on the subsequent purchaser/ user or transferee.

CREDIT INQUIRIES. Purchaser authorize Seller to make inquiries and to receive information about Purchaser’s credit experience from others, to enter this information in Purchaser’s file.

POWER OF ATTORNEY. Purchaser hereby irrevocably authorizes and empowers any attorney of any court of record to appear for and confess judgement and therein against the Purchaser, or any of them, for the amount for which the Purchaser may be or become liable to Seller under these Terms and Conditions as evidenced by an affidavit signed by a representative of the Seller setting forth the amount then due, plus 15% thereof, but no less than $500.00, as an attorney’s commission, with costs of suit, release of errors, and without right of appeal. If a copy hereof, verified by an affidavit, shall have been filed in said proceeding, it shall not be necessary to file the original as a warrant of attorney. Purchaser waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the forgoing warrant and power to confess judgement shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and may be exercised from time to time as often as Seller shall elect, until all sums payable or that may become payable by Purchaser have been paid in full.

NO ASSIGNMENT. These terms and conditions are not assignable by Purchaser but shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

HEADINGS. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

FORCE MAJEURE. Seller shall not be responsible for any loss or damage of any kind or nature whatsoever, direct or indirect, suffered by Purchaser, subsequent purchasers, ultimate users of goods, or any other person, as a result of any factors beyond its control, including (without limitation) Purchaser’s acts or omissions, labor shortages, strikes, lock-outs, work slowdowns, accidents, fire, floods, earthquakes, severe weather, serious accidents, epidemics, quarantines, wars, breakdowns, delays in manufacture, transportation or delivery of goods or materials purchased by Seller, unavailability, inadequacy or shortages of material or services, acts of God, embargoes, wars, insurrections or riots, terrorism, acts of civil or military authorities, civil commotion, or governmental or regulatory or licensing action or changes, or any other circumstances beyond Seller’s reasonable control.

SEVERABILITY. Invalidity of part of any of these Terms and Conditions shall not invalidate the remainder and the Purchaser and Seller agree to amend these Terms and Conditions to substitute for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue and to otherwise give effect to the provision at issue as much as possible.

LANGUAGE. The following statement is translated in English to “At the express request of the parties, this agreement has been prepared in the English language" and is applicable only if either or both of Purchaser or Seller are located in Canada. “A la demande des parties aux présentes, cette convention a été préparée dans la langue anglaise".

CHOICE OF LAW AND BINDING ARBITRATION. This agreement and all Terms and Conditions shall be construed and governed by the laws of the State (if Seller is located in the United States of America) or Province (if Seller is located in Canada) in which Seller’s head office is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except as provided under the NON-PAYMENT / ENFORCEMENT and POWER OF ATTORNEY sections herein, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future) arising out of or relating to: these terms and conditions; a good or service; oral or written statements, or advertisements or promotions relating to these terms and conditions or to a good or service; or the relationships which result from these terms and conditions (including relationships with third parties who are not signatories to this agreement) (each, a “Claim"), will be referred to and determined by binding arbitration (to the exclusion of the courts). By so agreeing, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced. By so agreeing, you further expressly waive any right to a jury trial regarding disputes related to this agreement or to any Claim. Arbitration shall occur in the city in which Seller’s head office is located by one arbitrator under the rules of the American Arbitration Association; and judgment may be rendered upon the award made by a court of the city in which Seller’s head office is located, or a court of competent jurisdiction.