Acceptance - These Standard Terms and Conditions of Sale ("Terms and Conditions") apply to all sales of products sold, or services provided, by HydroPro Solutions, LLC ("Seller") to the purchasing entity ("Buyer"). These Terms and Conditions set forth the sole and entire agreement between Buyer and Seller with regard to the subject matter hereof and shall supersede any and all other prior or contemporaneous oral or written agreements between them regarding the same. Any pre-printed terms proposed by Buyer which add to, vary from or conflict with these Terms and Conditions are hereby objected to and shall be void. None of the Terms and Conditions contained herein may be added to, deleted, modified or altered except by written instrument signed by Seller. Buyer's acceptance of the products and/or services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
Prices -The prices of the products and services are those prices identified on the front of any quote or invoice prepared by Seller and delivered to Buyer; provided, however, all price quotations shall automatically expire thirty (30) days from the date issued, or as otherwise stated in the quotation. [Pricing for undelivered products and services may be increased in the event of an increase in Seller's cost, change in market conditions or any other causes beyond Seller's reasonable control].
Taxes - Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurances costs, duties, and any and all taxes, including, but not limited to, federal, state and local sales, excise and value added tax, goods and services taxes, or any other similar taxes imposed in connection with this sale (collectively "Taxes"). In addition to the prices quoted or invoiced by Seller, Buyer shall pay any Taxes imposed by any governmental authority, or measured by, the transaction between Seller and Buyer. Buyer agrees to indemnify, defend and hold Seller harmless from any liability for any Tax, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation costs, insurance costs and taxes may appear as separate line items on Seller's invoice.
Orders - All orders placed by Buyer are subject to acceptance by Seller. Any changes of product specifications, quantities, shipping/delivery location(s), shipping/delivery schedule(s) and/or any other modification to the goods herein must be agreed to in writing by Seller. Orders may not be cancelled without Seller's written consent and, in the event of cancellation or withdrawal for any reason, Seller reserves the right to charge cancellation and restocking fees as Seller may determine in its reasonable discretion. [Orders for special, custom or value added products may be non-cancelable and nonrefundable.]
Payment - All products will be invoiced at shipment, whether shipped in whole or part. Payment for products and services shall be due and payable in cash thirty (30) days from the date of invoice, without deduction, counterclaim or setoff. Notwithstanding the foregoing, Seller reserves the right to change payment terms at any time, including, but not limited to, the right to require payment in advance, or require other security or guarantee be provided as a condition to shipping the product or provision of services. If Buyer fails to comply with the terms of payment or with any other terms of sale, Seller shall have the right to withhold further deliveries or to cancel the unfilled portion of any order. On any past due invoice, Seller may impose interest at a rate of one and one-half percent (1.5%) per month; provided, however, in no event will Seller charge interest in excess of the maximum interest allowed under applicable law. In the event of default by Buyer, Seller shall be entitled to all costs, fees and expenses, including, but not limited to recovery of reasonable attorney fees, court costs and fees and collection costs.
Shipment - Title to the products, and all risk of loss and damage to the products, shall pass to the Buyer upon delivery to carrier and such delivery shall constitute delivery to Buyer and any insurance of the products against loss or damage during shipment shall be borne by the Buyer. Seller's delivery dates are estimates only and Seller shall not be liable for any delays or defaults in making shipment where occasioned by any cause of any kind or extent beyond its control, or the control of its suppliers, manufacturers or contractors, which prevent or interfere with Seller making shipment on an estimated date. In event of shipment delay, if the Buyer and Seller do not mutually agree to cancel the order for the item involved, the shipping date shall be automatically extended to the manufacturer's current estimate.
Warranty - SELLER IS A RESELLER OF GOODS ONLY, AND AS SUCH DOES NOT PROVIDE ANY WARRANTY FOR THE GOODS IT SUPPLIES HEREUNDER. ANY WARRANTIES EXPRESSED OR IMPLIED ARE LIMITED TO THOSE PROVIDED BY THE MANUFACTURER THROUGH THE SELLER TO THE BUYER. EXCEPT FOR WARRANTY OF TITLE TO THE PRODUCTS, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OTHER WARRANTIES OF WHATEVER KIND, ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED. SELLER ASSUMES NO LIABILITY FOR ANY FAILURE OF BUYER'S SPECIFICATIONS TO MEET BUYER'S REQUIREMENTS, NOR DOES SELLER GUARANTEE THAT MATERIALS FURNISHED MEET OR CONFORM TO ANY SPECIFICATIONS EXCEPT AS SPECIFICALLY NOTED IN WRITING BY SELLER.
Notwithstanding the foregoing, Seller will transfer to Buyer any transferable warranties. Buyer, its affiliates, any of their officers, directors, members, managers, agents or employees, and persons claiming through such persons shall seek recourse exclusively from the products manufacturers in connection with any defects in or failures of goods.
Claims - Shipments will be deemed to have been accepted by Buyer upon delivery of said shipments to Buyer. Buyer shall perform all inspections and tests Buyer deems necessary within thirty (30) days after Buyer's receipt of the products. Any claims or exceptions by Buyer for defective material must be made in writing within thirty (30) days after Buyer's receipt of materials, and Buyer shall give Seller an opportunity to investigate. Seller is furnishing basic materials and products of various manufacturers at standard prices and is not insuring Buyer against possible consequences or error, omission or neglect in manufacture, production or delivery. EXCEPT FOR BREACH OF THE EXPRESS WARRANTY SPECIFIED ABOVE, SELLER SHALL NOT, UNDER ANY CIRCUMSTANCE, WHETHER CAUSED BY SELLER'S NEGLIGENCE OR OTHERWISE, BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGES, OR ANY OTHER CLAIM OR DEMAND WHATSOEVER, EXCEPT TO THE EXTENT OF THE PURCHASE PRICE OF THE PRODUCT, THE REFUND OF WHICH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER. BUYER ASSUMES ALL RISK OF LOSS, DAMAGE, OR DELAY INCIDENT TO THE FURNISHING OF ANY PRODUCT BY SELLER HEREUNDER, OR THE UTILIZATION THEREOF, EXCEPT TO THE EXTENT EXPRESSLY ABOVE PROVIDED.
Force Majeure - Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller's reasonable control, including, but not limited to, governmental action, strikes or other labor troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of terrorism, manufacturers' shortages, availability or timeliness of transportation, materials, fuels, or supplies, and acts of God (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event: (1) the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (2) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event; and (3) Buyer shall not be entitled to any remedy. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving written notice of such cancellation to Buyer.
Bankruptcy - If Buyer commences bankruptcy proceedings, or becomes insolvent, transfers assets to its creditors, commences wind-up proceedings, or has a receiver appointed, or if any similar event occurs in any jurisdiction, Seller may, upon written notice to Buyer, cancel the applicable purchase contract without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedies which shall have accrued or shall accrued thereafter to Seller.
General - The laws of the State of Texas will exclusively govern any dispute between Buyer and Seller. Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. Seller's failure to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, or in any way affect the validity of these Terms and Conditions. This Agreement is binding upon on any successors or permitted assigns. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed.