SALES TERMS AND CONDITIONS

The following Sales Terms and Conditions (herein, sometimes the “Agreement”) shall control the terms of any contracts or other transactions relating to the sale of Products, defined on the reverse side hereof by the Seller, and shall supersede and replace any preprinted Sales Terms and Conditions on a purchase order from Distributor, defined on the reverse side hereof, or other documents, oral or written communications, course of dealings or usages of trade. No additions to or variations from such Sales Terms and Conditions, whether contained in a purchase order, confirmation, shipping release, or elsewhere shall be binding upon Seller unless expressly agreed to in writing by Seller.

  1. Shipment and Delivery Requirements. Seller shall arrange for shipping and handling of the Product and Distributor shall pay for all shipping and handling costs as well as any other applicable fees, costs or taxes unless otherwise agreed by Seller in writing. Seller shall ship the Product to Distributor from 7030 Windfern Rd., Houston, Texas 77040 (the “Facility”) unless Distributor otherwise desires to pick up the Products itself or through its common carrier.
  2. Title and Risk of Loss: Title to and risk of loss for all Products passes to Distributor when the Product is picked up by the common carrier, Distributor, or any other agent of Distributor from the Facility.
  3. Warranties: Seller Makes no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Seller shall not have any liability for loss of use, loss of revenue, replacement equipment, or other incidental or consequential damages resulting from defective goods. To the maximum extent possible under applicable law, Distributor waives and releases Seller from any claims arising under statutes or judicial interpretation that would provide a remedy different from or in addition to the remedies set forth above for any defective goods.
  4. Applicable Law: This Agreement hereof shall be enforced and construed in accordance with the laws of the State of Texas, excluding any provision that would direct the application of the laws of another jurisdiction. Any dispute or controversy relating to this document or the obligations of the parties which cannot be resolved by agreement shall be referred to the State or Federal (if it can obtain jurisdiction) courts sitting in Harris County, Texas. The parties agree that such a venue is convenient and proper.
  5. Force Majeure: Seller shall not be liable for any failure or delay in delivery due to acts of nature including fire, flood, earthquake, storm, hurricane, landslides, lightning, tornadoes, wash-outs, windstorms or other natural disaster, acts of the public enemy, war, invasion, act of foreign enemies, arrest and restraint of rulers and people, blockades, epidemics, explosions, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, riots, terrorist activities, nationalization, government sanction, blockage, boycotts, breakage or accident to machinery or equipment, embargo, industrial disturbances, labor dispute, strike, lockout or interruption or failure of electricity or telephone service, pandemics or any other causes beyond Seller’ control, whether of similar or dissimilar nature than those enumerated. Seller shall have such additional time within which to perform as may be reasonably necessary under the circumstances. In no event shall Seller be liable for any incidental, consequential, economic, or punitive damages or claims for labor resulting from failure or delay in delivery.