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IPEX Terms and Conditions of Sales

1. Scope


These terms and conditions govern the sale of all products (“Products”) sold by IPEX USA LLC (the “Company”). A Purchaser’s order is accepted on the terms and conditions stated herein and on any additional or specific terms and conditions agreed to in writing by the Company. It is expressly agreed that any terms and conditions contained in the Purchaser’s order or otherwise stipulated will be deemed for the Purchaser’s internal use only and will not be binding on the Company.


2. Orders


Purchaser’s orders are conditional upon satisfactory credit approval by the Company. The Company will only accept orders in excess of $100 before taxes or such greater amount as may be specified for certain products. Once confirmed by the Company, orders for custom-made products manufactured to the Purchaser’s specifications, and orders for large quantities of non-inventoried products, cannot be cancelled or modified, except with the Company’s written consent and upon terms which provide for indemnification of the Company for the costs and expenses incurred.


3. Shipments


Delivery schedules stipulated in either the quotation (“Quotation”) or the order confirmation (“Order Confirmation”) are approximate only, and shipment will be made within reasonable proximity thereto. Under no circumstances will the Company be responsible for any damage whatsoever caused by delays in shipment whether resulting from causes within or beyond the control of the Company. All shipments are F.O.B. the Company’s location per the American standard sales terminology, or Ex Works per the Incoterms international rules applied to foreign trade contracts. The Company shall bear no liability for Products lost or damaged during transit. The Company may agree to different shipment terms as specified in the Quotation or in the Order Confirmation. Freight prepaid orders, when applicable, will be delivered by the carrier of the Company’s selection, unless the use of other carriers is agreed to in writing with the Purchaser. Purchaser must verify quantities and report discrepancies within 2 business days of receipt.



4. Prices

All prices quoted or published are F.O.B. the Company’s location or Ex Works. Published prices are subject to change without notice until orders are accepted by the issuance of an Order Confirmation whereupon prices will remain firm for those shipments that take place within the 30-day period following the date of the Order Confirmation. For specific projects, contracts or Quotations, the Company may agree in writing to protect prices for an extended period of time. Each order may be shipped in whole or in part at the Company’s discretion. Each shipment made will be immediately invoiced. Quoted or published prices do not include any sales, use, excise or any other tax or levy imposed by any present or future law, regulation or other order, on any of the Products. The Purchaser must provide the Company with tax exemption certificates or other documents, as required by the specific tax jurisdiction, in order not to be charged for any of the applicable taxes.


5. Terms of Payment

Unless other terms of payment are agreed to in writing by the Company, payment is due upon delivery of the Products. If applicable, cash discounts, expressed as a percentage, are calculated on the net invoiced prices before any taxes, freight or other charges and can only be deducted from payment if the Company receives payment from Purchaser on or prior to the due date. Net 30 days means that payment is due within 30 days of the date of invoice and no cash discount is applicable. Overdue accounts shall bear interest at a rate of 18% per annum. The granting of credit by the Company is at all times based on its evaluation of the Purchaser’s financial condition. If such financial condition does not justify continuance of shipment on credit, the Company may require full or partial payment in advance.


6. Title to the Goods Sold

The Purchaser acknowledges and agrees that so long as the Products are in his possession, title to the Products shall remain with the Company until full payment therefore is received by the Company. The Purchaser agrees to defend, indemnify and save the Company harmless from any and all costs, expenses and damages arising out of any claims asserted against the Company pursuant to the exercise of its ownership rights or any recourse in payment of purchase price.


7. Return of Products

The Company may accept the return of Products, subject to the following: a) prior to returning any Products, the Purchaser must obtain a Return Material Authorization (RMA) number from the Company, b) Products must be returned freight prepaid, unless otherwise authorized by the Company and c) Products must be received in good saleable condition, and if required, in full carton quantities and in their original packaging. A minimum return charge of 25% of the purchase price will be applied against any credit issued pursuant to the return of Products, except in the case of a Company shipping error. The Company may apply additional charges against the credit to cover remarketing costs or may refuse to issue any credit, but will advise the Purchaser accordingly. Certain Products such as pressure pipe, custom-made configurations, obsolete products, excessive quantities, or other specialty products cannot be returned.


8. Warranty

8.1. All of the Company’s Products are guaranteed against defects resulting from faulty workmanship or materials. The Company will replace, free of charge, including shipping charges for the replacement Products, any Products which are found to be defective in workmanship or material, provided that the following conditions are met:
  1. the Company is promptly notified in writing of such defect immediately upon discovery of same, and the defective Product is promptly returned to the Company;
  2. the defect is not due, without limitation, to faulty installation, misalignment of Products, vibration, ordinary wear and tear, corrosion, erosion, U.V. degradation, incompatible lubricants, pastes and thread sealants, unusual pressure surges or pulsation, water hammer, temperature shocking, or fouling; and
  3. the Products have not been altered or modified after leaving the Company’s premises. The warranty period can be specifically limited for certain Products as stated in writing in the Company’s literature.
8.2. The Company will not allow claims for labor, materials and/or other expenses required to replace the defective Product, or to repair any damage resulting from the use thereof. The Company disclaims any responsibility for the Purchaser’s calculations, product drawings or engineering design specifications. The Company’s liability is limited to the purchase price applicable to the product.

8.3. It is agreed and understood that the Company’s liability in respect to the sale is strictly limited to the replacement of Products as hereinbefore specified and that the Company shall not, in any event, be liable for any damages whether for the loss of use or business interruption or any other claim for incidental, consequential, special or punitive damages. There is no warranty, condition or representation of any nature whatsoever, expressed or implied, by statute or otherwise, except as herein contained, and the Company disclaims any implied warranties of merchantability and/or fitness of its Products for a special purpose.
 


9. Limitation of Liability

The Company reserves the right to make changes or improvements to its Products without assuming any further obligation. The Company disclaims any responsibility regarding the accuracy of any plans, drawings or specifications furnished to the Purchaser as part of the sale of any of its Products. The Company’s Products shall be used or tested in applications or under conditions that are in accordance with the technical information or literature available from the Company.


10. Patent Rights

If any claim is made against the Purchaser based on the allegation that any of the Products manufactured by the Company constitute an infringement of any U.S. or Canadian patent, the Purchaser shall notify the Company immediately. The Company shall have the right, at its own option and expenses, to take any actions to protect and defend its rights.


11. Force Majeure

The Company shall in no event be responsible or liable for any non-performance or delay in performance hereunder or any loss or damage of any kind or nature whatsoever, direct or indirect, suffered by the Purchaser, subsequent purchasers, ultimate users of the goods or any other person, as a result of any causes beyond the reasonable control of the Company including, without limitation, price alterations, delay in shipments, strikes, lock-outs, fires, floods, civil commotion, riots, wars, acts of God, embargos, labor shortages, walk-outs, work slowdowns, accidents, breakdowns, delays in manufacture, transportation or delivery of goods or materials, shortages of materials or supplies, government acts or regulations or licensing action.


12. Governing Law

This agreement and all rights and obligations hereunder shall be governed by the laws of the state of New York, and all actions commenced pursuant hereto shall be brought in a court of competent jurisdiction residing in the state of New York.


13. Non-waiver

No delay, failure, change or waiver by the Company to exercise any one or more of these terms and conditions of sale shall be construed or shall operate to be a waiver thereof or a continuing waiver of such terms and conditions.

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