Standard Terms & Conditions for Sale
SELLER’S ACCEPTANCE OF THIS ORDER IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT TO THE STANDARD TERMS AND CONDITIONS FOR SALE CONTAINED HEREIN
1. Contract Acceptance: Any written or oral order acknowledgement received from Buyer by Coastal Pipe of Louisiana, Inc. ("Seller") shall be construed as a written acceptance of Seller's offer to sell and shall be filled in accordance with the terms and conditions of sale set forth herein. SELLER'S ACCEPTANCE OF THIS ORDER IS EXPRESSLY CONDITIONED ON BUYER'S ASSENT TO THE TERMS CONTAINED HEREIN. The terms and conditions of Seller's proposal (if any) and order acknowledgement shall prevail over any conflicting or different terms in Buyer's order unless agreed to in writing by an authorized officer of Seller. The failure of Seller to object to any provision in conflict herewith, whether contained on Buyer's purchase order or otherwise, shall not be construed as a waiver of the provisions hereof nor as an acceptance thereof.
2. Orders & Payment: It is Buyer's responsibility to inform Seller in writing of any requested changes in the specifications, designs, or drawings for Products ordered but pending the process of fabrication. All orders require a fifty percent (50%) deposit for manufactured goods, unless otherwise agreed in writing. In the condition of any such order being nullified, all deposits are forfeited. All deposits and payments must be in U.S. dollar currency. All balances are due prior to shipping date. Seller asserts the right to request payment in advance and otherwise modify credit terms at its election based upon the economical standing of Buyer. Interest at the lesser of twelve percent (12%) per annum or the highest lawful rate permitted to be charged by either the applicable state or federal law is applicable to any unpaid balance. Seller shall be entitled to recover reasonable attorney's fees and all other expenses and costs incurred in the collection of overdue accounts.
3. Assistance: If Buyer requests assistance and Seller assists Buyer in submitting suggestions involving construction, design, or functionality of manufactured and fabricated items, Seller can not be held liable for any such assistance made by Seller, whether or not accepted by Buyer in entirety or in part.
4. Prices: All prices of Products are specified in writing on quotes and order acknowledgement, unless expressly stated otherwise in the quotation. The quoted lead time begins with receipt of the deposit. Prices are based on F.O.B Shipping Point (Lafayette, LA), not including provisions for shipping or taxes. All balances are due prior to shipping dates. Pricing for manufactured Products may be subject to change in the event of an alteration in Seller's costs, fluctuations in market conditions, or any other circumstance beyond control of Seller.
5. Taxes: Any tax or other charge imposed by law on the sale or production of goods or the performance of services shall be paid by Buyer, unless the law specifically provides that such payment must be made by Seller, in which case Buyer shall reimburse Seller for such payment as part of the purchase price. Custom duties, consular fees, insurance charges and other comparable charges will be paid by Buyer.
6. Force Majeure: Seller is not to be held liable for inabilities to fulfill its commitment for any accepted Order or delayed deliveries due to causes beyond Seller's control including, but not limited to, acts of God, war, riot, natural or artificial disaster, strike, carrier delays, Product shortage, acts or omissions of other parties, acts or omissions of military or civil authority, Government priorities, changes in law, supply shortages, fire, epidemics, floods, quarantine restrictions, acts of terrorism, transportation delays or labor inabilities, problems with material's or Product's sourcing, which will be considered as an event of Force Majeure pardoning Seller from performance and barring remedies for such non-performance. Under Force Majeure's conditioning, Seller's time for performance will be equivalent to the time lost as a consequence of the Force Majeure condition not subjecting Seller to any penalty or liability. Seller, under any circumstance, can terminate the remaining performance, without any penalty or liability, by informing Buyer of such cancellation.
7. Cancellation: Orders cancelled by Buyer will result in forfeiture of deposit. An Order cannot be changed by Buyer after an Order has been accepted by Seller, unless agreed to in writing by an authorized officer of Seller.
8. Delivery: Manufactured goods and products are to be delivered, F.O.B Shipping Point (Lafayette, LA), with title. Liability for any loss or damage is passed to Buyer when manufactured goods and products become possessions of the carrier. Buyer agrees to indemnify and hold harmless Seller from any claims for damages during transport. Any such claims are to be asserted against the carrier. Any alleged shortages or damages not resulting from actions by the carrier must be reported within ten (10) days of shipment receipt. After ten (10) days all claims will be waived and shipment package will be deemed accepted. Shipment dates vary per Product. Quoted load times begin from receipt of deposit. All balances are due prior to shipping date. Seller reserves the right to fulfill the delivery by means of installment, and all contract items remain as is for each separate installment. Any
delays in the delivery process are of no concern to Seller and all such disputes must be settled with carrier.
9. Changes: Seller can at any time make alterations in design and fabrication of products as Seller designates appropriate. All appeals by Buyer for Order change must be made before manufacturing occurs. Seller retains every right to modify prices as needed for any changes in Order. Buyer agrees that Seller shall not be bound by any modifications to this agreement except when the modification is agreed to in writing by an authorized officer of Seller.
10. Indemnification and Limitation of Liability:
(1) Buyer shall release Seller and hold Seller harmless for loss of or damage, howsoever caused, to Buyer’s property, and for any personal injury or death to Buyer’s personnel in any way related to or arising out of the manufacture or use of this Product, EVEN IF THE LOSS OR DAMAGE RESULTS IN WHOLE OR IN PART FROM SELLER’S NEGLIGENCE OR FAULT.
(2) Except as set forth in Section 10(A)(1), Buyer and Seller shall indemnify, defend and hold each other harmless from claims, demands and causes of action asserted against the indemnitee by any third party (which is any party not Buyer or Seller) for personal injury, death or loss of or damage to property resulting from the indemnitor’s negligence, gross negligence, or willful misconduct. Where personal injury, death, or loss of or damage to property is the result of joint negligence, gross negligence, or willful misconduct of Buyer and Seller, the indemnitor’s duty of indemnification shall be in proportion to its allocable share of joint negligence, gross negligence, or willful misconduct. If either party is strictly liable under law, the other party’s duty of indemnification shall be in the same proportion that its negligence, gross negligence, or willful misconduct contributed to the personal injury, death, or loss of or damage to property for which a party is strictly liable.
(3) For purposes of this Section 10, Buyer means Buyer, its affiliates, its client or co-venturers in the project related to this Order, the other contractors of Buyer, its affiliates and client or co-venturers, and all of their respective officers, directors, employees, and agents, and subsidiary and affiliated (including parent) companies and officers, directors, employees, and agents of such subsidiary and affiliated companies.
(4) For purposes of this Section 10, Seller means Coastal Pipe of Louisiana, Inc., its officer, directors, employees, agents, and representatives, and subsidiary and affiliated (including parent) companies; and officers, directors, employees, agents and representatives of such subsidiary and affiliated companies.
11. Waiver of Warranty: Seller’s warranties for manufactured goods and products are governed entirely by the Limited Warranty provided with the manufactured goods/products upon Delivery and available on seller’s website. Seller shall never be held liable for any warranties, whether mandated or implied, under this agreement or any other document, except for the warranties expressly contained in the Limited Warranty.
12. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE OF EQUIPMENT OR OF ANY INSTALLATION SYSTEM OR FACILITY INTO WHICH SELLER’S EQUIPMENT MAY BE LOCATED OR AT WHICH SELLER, ITS AGENTS OR SUBCONTRACTOR MAY BE PERFORMING WORK AND BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER FROM ALL SUCH COSTS OR DAMAGES EVEN IF THE LOSS OR DAMAGE RESULTS IN WHOLE OR IN PART FROM SELLER’S NEGLIGENCE OR FAULT. SELLER’S TOTAL RESPONSIBILITY FOR ANY CLAIMS, DAMAGES, LOSSES, OR LIABILITIES ARISING OUT OF OR RELATED TO ITS PERFORMANCE OF THIS AGREEMENT OR THE PRODUCTS OR SERVICES COVERED HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE.
13. Severability: If, in any legal proceeding, it is determined that any provision of this agreement is unenforceable under applicable law, the unenforceable provision shall be automatically amended to conform to applicable law but the rest of this agreement shall remain in full force and effect.
14. Governing Law: The validity, interpretation and construction of this agreement shall be determined by general maritime law, if applicable. Otherwise, this agreement shall be governed by and construed under the laws of the State of Louisiana.
FORM NO. HC-79 REV. 0 4MAR08