TERMS AND CONDITIONS
DNOW L. P. and its AFFILIATES TERMS AND CONDITIONS
(Unless Otherwise Specified in Writing)
NET DUE 30 DAYS FROM DATE OF INVOICE
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,
WHETHER CONTAINED IN BUYER’S PURCHASE OR SHIPPING RELEASE FORMS, OR ELSEWHERE, SHALL BE BINDING ON DNOW L.P., ITS AFFILIATES, PARENTS OR SUBSIDIARY ENTITIES («SELLER») AND ANY SUCH
ATTEMPTED MODIFICATIONS ARE HEREBY REJECTED BY SELLER. ALL PROPOSALS, NEGOTIATIONS, AND REPRESENTATIONS, IF ANY, MADE PRIOR, AND WITH REFERENCE HERETO, ARE MERGED HEREIN AND
Payment shall be made at par in legal tender of the United States of America. The amount of compensation payable to Seller shall be that set forth in Seller’s current price book at the time services are performed, unless otherwise
agreed in writing by the parties. Prices quoted by Seller do not include sales, VAT, use or similar taxes and such taxes, where applicable shall be added to the quoted prices and invoiced accordingly. All orders are subject to the
continued review of the Seller and if, in its opinion, the financial position of the Buyer has so changed prior to delivery as to render the Seller insecure, the Seller may suspend production and/or refuse to make delivery pending satisfactory
modification of the terms of payment. In the event that Buyer’s account with Seller becomes delinquent, Seller has the right to revoke any and all discounts previously applied in arriving at the net invoice price. Upon revocation, the full
invoice price without discount shall become immediately due and owing and subject to collection, with interest at the maximum rate allowed by law. If in the event it becomes necessary to place the account in the hands of an attorney for
collection, Buyer agrees to pay reasonable attorney’s fees incurred by the Seller. All federal, state, dominion, provincial or municipal taxes now or hereafter imposed in respect to the goods sold by the Seller and/or the processing,
manufacture, delivery, transportation and/or proceeds of the goods herein specified shall be for the account of the Buyer and if taxes are required to be paid by the Seller, the amount thereof shall be added to and become part of the price
payable by the Buyer.
All quotations and sales are EXW Seller’s premises (INCOTERMS 2010) unless otherwise specified on the face hereof. Seller’s responsibility ceases upon delivery to carrier and title shall transfer and risk of lost goods shall be borne by
Buyer at that point. Any expedited or other premium transportation charges requested by Buyer will be for the account of Buyer. A minimum shipping and handling charge shall apply on any order of less than $500.00. Prices are subject
to adjustment to reflect the Seller’s prices in effect at time of shipment. No claims for price adjustments will be honored unless presented within one year from date of invoice. All quotations are subject to change without notice and prior
to sale of goods. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESS OR IMPLIED
WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. Goods manufactured by others are sold «as is» except to the
extent the manufacturer honors any applicable warranty made by the manufacturer. Secondhand goods are sold «as is». Leased goods, new or used, are leased «as is». In the event any goods manufactured by Seller and furnished
hereunder are found to be defective or otherwise fail to conform to the conditions of this contract, Seller will, at its option, either: (1) replace the goods at the delivery point specified herein, (2) repair the goods, or (3) refund the purchase
price. Buyer’s remedies with respect to goods manufactured by Seller and furnished hereunder that are found to be defective or otherwise not in conformity with the contract shall be limited exclusively to the right to have said goods
replaced, repaired, or to a refund of the purchase price, at Seller’s option. Buyer’s remedies with respect to goods manufactured by others and furnished hereunder that are found to be defective or otherwise not in conformity with the
contract are limited to any warranties extended and honored by the manufacturer. Buyer’s remedies are limited as aforesaid regardless of whether Buyer’s claim is based on principles of contract or tort. All claims must be made promptly
following delivery of the goods to the Buyer within one year from date of delivery. Seller must be given a reasonable opportunity to investigate. NEITHER SELLER NOR THE MANUFACTURER OF THE GOODS SHALL HAVE ANY
LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER CLAIMS ARISING FROM ANY BREACH OF CONTRACT OR TORT COMMITTED BY SELLER OR THE MANUFACTURER OF GOODS RESOLD
BY SELLER. Buyer agrees that it is to be solely responsible for, and will hold Seller, and the manufacturer of any goods resold by Seller, harmless from any claims, regardless of their basis, by Buyer or third parties that may arise from
the goods after delivery, except for replacement, repair, or refund of the purchase price, at Seller’s option, for Seller manufactured goods or as provided in any warranties extended and honored by the manufacturer on goods
manufactured by others. Seller’s total cumulative liability in any way arising from or pertaining to any products sold or required to be sold under this contract, shall not in any case exceed the purchase price paid by Buyer of such product.
With respect to any work performed on goods furnished by Buyer (including but not limited to repairing, welding, machining, fabricating, heat treating, and forging) Seller agrees to make every effort to perform such work in accordance
with Buyer’s specifications. Seller shall be responsible for damages to such goods caused only by Seller’s negligence, in which case Buyer’s remedy shall be limited exclusively to the price of the work performed by Seller on the article
damaged. Claims must be made promptly following delivery of the goods to Buyer, but must be made within three months from the date the same is put into operation and, in any event, not more than one year after date of delivery.
Seller must be given a reasonable opportunity to investigate. SELLER SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING FROM ANY BREACH OF
CONTRACT OR TORT.
Orders placed by Buyer and accepted by Seller may be canceled only with the written consent of Seller and will subject Buyer to cancellation charges. Any and all of Seller’s documents, drawings and like information shall be returned to
Seller upon Buyer’s request for cancellation. No orders may be canceled subsequent to delivery and/or shipment, whichever occurs first. As estimated actual damages, Buyer agrees to pay Seller the greater of Seller’s actual costs
incurred prior to cancellation plus a reasonable profit, or the following minimum cancellation charges: a) 20% of purchase order/contract value if canceled thirty (30) or more days prior to the original delivery/shipment date; b) 50% of the
purchase order/contract value if canceled thereafter; or, c) 100% of the purchase order/contract value of any non-standard items, which are items not built for stock or built to Buyer specifications. For rental, minimum rental charges as
stated in the Seller proposal will apply. Buyer shall verify the amount of the cancellation charges prior to canceling an order.
Seller shall indemnify Buyer from claims arising from patent infringement only when the basis of such claim is for goods: (a) solely manufactured by Seller and (b) used in their normal manner.
Seller shall not protect, defend, indemnify, release or hold harmless Buyer from any claim or lien attaching to the property or equipment of Buyer arising out of Buyer’s failure to pay Seller.
In the event of any delay in Seller’s performance due to fire, explosion, strike, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, compliance with any other action taken to carry out the intent or
purpose of any law or regulation, or other causes beyond Seller’s control, Seller shall not be liable for any damages or losses due to any such causes. Seller uses reasonable efforts to ship within the time specified, but can not guarantee
timely delivery and shall not be liable for any damages caused by delay in delivery, irrespective of the cause of delay.
Buyer agrees to keep confidential all Seller proprietary and confidential information provided whether patentable, copyrightable, or not. Buyer acknowledges that Seller’s ownership of, development of, and protection of its proprietary and
confidential information is an integral part of Seller’s business. Buyer agrees that it will not use or allow the use of any technology or know-how supplied by Seller, or otherwise obtained from Seller to replicate Seller’s equipment and
Buyer agrees that it will not attempt to analyze, reverse-engineer, or otherwise ascertain the composition or manufacture of Seller’s products. All materials, products, technology, know-how, and intellectual property developed by, created
by, or invented by Seller as a part of these Terms and Conditions are and shall remain the sole and exclusive property of Seller without limitations.
Inspection of goods, if agreed to, must be made at Seller’s warehouse or point of manufacture and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing Buyer to make such
inspection and to apply tests in accordance with the specifications to which Seller has previously agreed, prior to shipment from warehouse or plants of Seller or Seller’s suppliers. Any inspections are at Buyer’s sole cost and risk.
Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein. It is hereby certified that the goods manufactured by Seller
are produced in accordance with the Fair Labor Standards Act. Seller and Buyer, in the interest of certainty, stipulate that the laws of the State of Texas shall in all instances govern the interpretation of these Terms and Conditions and the
rights of Seller and Buyer under these Terms and Conditions, without regard, however, to any choice of laws or conflicts of laws provisions which would direct the application of the laws of another jurisdiction. Any dispute or controversy
between the parties arising out of or related to this Contract or the provision of services contemplated hereunder shall be resolved in the Courts of Harris County, Texas.
Seller and Buyer declare that they have contributed to the drafting of these Terms and Conditions or have had them reviewed by their counsel before signing any order purporting to be binding under them. It is expressly agreed that these
Terms and Conditions shall not be construed against any party on the basis of who drafted them or who supplied the form of the order. Each party agrees that these Terms and Conditions have been purposefully drawn and correctly
reflects their understanding of the transaction that it contemplates.
If any portion of these Terms and Conditions shall be declared invalid, the Terms and Conditions shall nevertheless continue in force as to those remaining valid provisions.
Additional Conditions Applicable to Export Sales
Seller will not provide any certification or other documentation nor agree to any contract provision or otherwise act in any manner which may cause Seller to be in violation of United States law, including but not limited to the Export
Administration Act of 1979 and regulations issued pursuant thereto. This contract shall be construed in accordance with United States law.
All orders shall be conditional upon granting of export licenses or import permits which may be required. Buyer shall obtain at its own risk any required export license and import permits and Buyer shall remain liable to accept and pay for
material if licenses are not granted or are revoked.
Unless otherwise specified on the face hereof, all international sales shall be EXW Seller’s premises (INCOTERMS 2010), as modified by these Terms and Conditions.