EPIC DISTRIBUTION GENERAL SALES ORDER TERMS & CONDITIONS
THE FOLLOWING CONDITIONS ARE ALWAYS APPLICABLE, UNLESS SPECIFICALLY MODIFIED IN WRITING BY THE PARTIES HERETO.
This order, when accepted by Buyer either in writing or by shipment of any articles or other performances hereunder, constitutes the entire contract between Buyer and Epic Piping, LLC dba Epic Distribution (“Seller”) concerning its subject matter (the “Purchase Order”); and neither any contrary or additional conditions then specified by Buyer nor any subsequent amendment shall have any effect without Seller’s prior written approval. Seller’s receipt of Buyer’s conflicting form or any document related to this Purchase Order which contains terms and conditions different from or in addition to those in this Purchase Order are hereby objected to and shall be excluded from the contract resulting from this Purchase Order, unless Seller agrees to such changes in writing.
Buyer shall purchase the Goods from Seller at the prices set forth in Seller’s quotation. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, customs duties, fees and charges of any kind imposed by any Governmental Authority.
Unless otherwise agreed in writing by the parties, shipments are F.O.B. Seller’s shipping point.
Seller warrants full, clear and unrestricted title to Buyer for all Goods provided under the Purchase Order, free of any and all liens, encumbrances, and security interests. Title and risk of loss of the Goods shall transfer to Buyer upon shipment from Seller’s premises.
5. Force Majeure
Seller shall not be liable for any delay or failure to deliver any or all of the Goods where such delay or failure is caused by fire, flood, natural disaster, other act of God, act of war, labor disturbance, or other event beyond Seller’s control (“Force Majeure”). At the outset of any delay from any cause, including Force Majeure, Seller shall immediately notify the other party in writing of the delay or anticipated delay.
Seller shall have the right to assign all of its rights, duties and obligations under the Purchase Order to a third party and Buyer shall be bound to performance of its obligations hereunder. Buyer shall not have the right to assign the Purchase Order without the prior written consent of Seller.
7. Warranty and Remedies
THE FOLLOWING WARRANTIES CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE OBLIGATION OF SELLER WITH RESPECT TO DEFECTS AND/OR DEFICIENCIES IN THE GOODS. NO OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED SHALL APPLY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURSUANT TO COURSE OF DEALING OR TRADE USAGE. Seller warrants that the Goods will conform to written specifications, if any, furnished to Seller by Buyer. Seller’s liability for any warranty obligations is expressly limited to the replacement of the defective Goods. Seller warrants that the Goods at time of delivery shall be free from any security interest or other lien or encumbrance. Notwithstanding any provision herein to the contrary, Seller’s maximum liability to Buyer arising out of or related to the Purchase Order (regardless of cause of such liability, including fault, strict liability, negligence, contract, warranty or otherwise) shall be limited to the aggregate purchase price under the applicable Purchase Order.
8. Payment Terms
Net amount of invoice in full within 30 days of the date invoice received unless otherwise expressly agreed by both parties. Invoices shall be submitted promptly and in a timely manner. All payments will be made by wire transfer or check.
9. Governing Law and Venue
The Purchase Order shall be governed, construed and enforced in accordance with the laws of the State of Louisiana, without regard to its conflicts of law provisions. The parties shall use reasonable efforts to resolve all disputes, and shall engage senior management as appropriate. Any dispute not resolved by the parties’ respective senior management shall be referred to binding arbitration conducted in accordance with the Construction Rules of the American Arbitration Association then in effect. The place of arbitration shall be Houston, Texas, or elsewhere as the parties may agree. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties hereby waive any right to trial by jury.
In no event shall Seller be liable for any indirect, incidental, special, punitive or consequential damages including, but limited to, loss of anticipated profit or loss of anticipated revenue.
11. Severability and Waiver
In the event one or more provisions of these terms, or any other document expressly incorporated herein by reference, shall for any reason by invalid, illegal or unenforceable in any respect, such provision shall be modified or amended to the extent necessary to remove the invalidity, illegality or unenforceability. No delay or failure by Seller to exercise any right or remedy shall impair in any manner whatsoever any of such rights or remedies or be construed to be a waiver of any breach therein, and any single or partial exercise of any such right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.