HPI Terms & Conditions
GENERAL
TERMS AND CONDITIONS
The “items” to
which these General Terms and Conditions refer are the items supplied
or sold by High Pressure Integrity, Inc. (“HPI”) to the purchaser
thereof (“Buyer”). These items are sold only under the following
General Terms and Conditions:
When
Buyer chooses to purchase HPI equipment and/or employ the
services of HPI personnel, it is expressly understood
and accepted by Buyer that HPI personnel are only authorized
to provide counsel regarding the specifications and possible uses
of HPI equipment; HPI and HPI personnel are
not authorized and shall not be called upon by the Buyer or Buyer’s
authorized representatives to exercise any operational authority
or suffer any accountability relative to the operational running
of HPI equipment and/or consequences of the uses of HPI equipment,
and these aforementioned conditions apply to each and every HPI/Buyer
transaction and supercede any other HPI/Buyer agreements
regarding authorization and accountability of HPI and its
representatives.
1. Price.
(a) All
prices are expressed in United States dollars net FOB New Orleans,
Louisiana, and unless otherwise agreed in writing by HPI, are subject
to change without notice and are at the rates in effect at the
time of order placement. Quotations will be given on request
for items not shown on HPI’s Price List. Any quotation will
remain in effect only for the period of validity specified therein
or, if no such period is stated, for thirty (30) days from the
date the quotation is given.
(b) All
prices are exclusive of costs of transportation and insurance and
federal, state and local use, sales property (ad valorem) and similar
taxes and license fees, import duties and the like. Buyer
agrees, by purchase of an item, to pay such costs, taxes, fees
and duties, and where appropriate, report the same. When
applicable, such costs, taxes, fees, and duties will appear as
separate items on HPI’s invoice.
2. Payment
(a) Payment
for all items is net cash United States funds on delivery or shipment
except that a Buyer with an established credit account currently
approved by HPI shall pay net cash within thirty (30) days following
invoice date. Partial shipments will be invoiced as made. All
invoices are payable in New Orleans, LA.
(b) Interest
from due date until payment at the maximum rate allowable by law
but in any event not more than eighteen percent (18%) per annum
will be charged on invoices unpaid sixty (60) days after due date. If
unpaid amounts are collected through legal proceedings or an attorney,
Buyer shall pay reasonable attorneys’ fees and court costs. HPI
shall never be entitled to receive, collect or apply as interest
any amount in excess of the highest non-usurious rate of interest
permitted by applicable law (the “Maximum Rate”). In the
event that HPI ever receives, collects or applies as interest any
amount in excess of the Maximum Rate, the amount which would be
excessive interest shall be deemed to be a partial payment on the
amount Buyer owes to HPI, or if Buyer does not owe any amount to
HPI, any remaining excess shall be paid to the Buyer, and in such
event, HPI shall not be subject to any penalties provided by any
law for contracting for, charging, taking, reserving or receiving
interest in excess of the Maximum rate.
3. Delivery
Dates and Excusable Delays.
All
shipment and/or delivery dates are subject to HPI’s availability
schedule. HPI will make every reasonable effort to meet any
delivery date(s) quoted: however, HPI will not be liable for its
failure to meet any quoted delivery date(s) or for any delay in
performance due to any unforeseen circumstances or any causes beyond
HPI’s control including, without prejudice to the foregoing generality,
strike, lockout, riot, war, fire, acts of God, accident, failure
or breakdown of parts necessary for completions, subcontractor,
supplier, Buyer caused delays, inability to obtain labor, materials
or manufacturing facilities, or compliance with any law, regulation
or order, whether valid or invalid, of any governmental body or
instrumentality thereof. Performance shall be deemed suspended
during and extended for such time as any such circumstances or
causes delay its execution. Whenever such circumstances or
causes have been remedied, HPI will make and Buyer shall accept
performance hereunder. No penalty clause of any kind shall
be effective. As used herein, performance shall include,
without limitation, fabrication, assembly shipment, delivery and
warranty repair or replacement, as applicable.
4. Packing.
All items shall be packed, if appropriate, for shipping and storage in accordance
with standard commercial practices.
5. Shipment
a) All
prices are net FOB New Orleans, LA. Buyer will pay all rigging,
draying and transportation charges.
b) Normally
HPI will ship in accordance with Buyer’s shipping instructions. In
the absence of shipping instructions or if HPI considers Buyer’s
shipping instructions unsuitable, HPI reserves the right to ship
by the most appropriate method.
6. Passage
of Title.
Title
to items sold and risk of loss and damage shall pass to Buyer
upon delivery by HPI to common carrier for shipment to Buyer,
or to buyer directly, as the case may be.
. 7. Changes,
Cancellations and Returns
a) HPI
reserves the right to change designs, materials and specifications,
and to discontinue items without any notice or liability to buyer.
b) If
buyer issues a change order or cancels an order, Buyer shall be
liable to pay to HPI the whole cost and loss incurred by HPI resulting
from such change or cancellation, as such is determined by HPI,
which shall include all costs, direct or indirect, plus a pro rata
proportion of normal profit.
c) No
credit shall be given for any item returned unless returned with
the prior approval of an authorized representative of HPI authorizing
the return. Only officers of HPI or their assigned designees
are authorized to approve returned items. Risk of loss or
damage in respect of any item returned with HPI’s authorization
will remain with Buyer until redelivered and signed for at HPI. A
charge of not less than fifteen percent (15%) or such larger amount
as deemed reasonable and customary by HPI under the circumstances,
with a minimum of $10.00 per item, will be assessed as a re-stocking
fee on all items returned to pay the costs associated with re-inspection,
repacking, restocking, credit arrangements, handling, etc. HPI
shall not be responsible for holding or accounting for any items
returned without priority authorization by HPI and/or unaccompanied
by the required written declaration. If freight and other
transportation costs are not prepaid on any returned item, the
cost thereof will be deducted from the credit issued. No
credit will be given on any non-standard item manufactured at the
request or to the individual specifications of Buyer.
8. Other
Manufacturer’s Equipment.
If
any items sold to the buyer by HPI contain any parts or materials
obtained by HPI from any other party, these parts or materials
are sold to Buyer AS IS. AS TO ANY SUCH PARTS OR MATERIALS,
HPI EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE
OF DEALING OR USAGE OF TRADE. BUYER’S REMEDY FOR
ANY FAILURE OR DEFECT IN SUCH PARTS OR MATERIALS IS LIMITED TO
REPAIR OR REPLACEMENT AS PROVIDED IN PARAGRAPH 12 BELOW. FURTHER,
WITH RESPECT TO SUCH PARTS OR MATERIALS, HPI DISCLAIMS LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
9. Use
and Acceptance of Item. Buyer warrants, by purchase of an
item, that Buyer is familiar with the item and its proper use. Before
using any item, Buyer shall give the item reasonable and prudent
examination and/or tests to determine the suitability of the item
for Buyer’s intended use. Buyer shall be deemed to have accepted
any item on the Buyer’s use of the item, or in any event, no later
than thirty (30) days after the first to occur of the date of shipment
or delivery unless, before that time, HPI received written notice
of any defect or nonconformity from Buyer.
10. Assistance
to Customer. At Buyer’s request, HPI may make HPI employees
available to Buyer to train Buyer to operate items supplied by
HPI or to perform other actions as agreed between Buyer and HPI. If
HPI does make HPI employees available to Buyer, it is only on the
conditions that the employees shall be under the direction and
control of Buyer. Buyer shall supply all necessary equipment
and supplies for the proper performance of the services performed
by the employee(s), and HPI shall have no liability whatever to
Buyer for the employees during the time that the employees are
under Buyer’s direction and control. In addition, Buyer agrees
that it will be responsible to HPI for any acts or occurrences
or omissions of the employees, and agrees to the terms and conditions
of paragraph 13 below with respect to the acts of such employees.
11. Repair
of Items. Any repair to any item supplied by HPI to Buyer
affected at Buyer’s request outside normal working hours (8:00am
to 5:00pm, Monday thru Friday) shall be charged by HPI at double
the labor rate otherwise chargeable.
12. Limited
Warranty and Remedy
A) HPI
not liable for incidental, consequential, or specific damages. UNDER
NO CIRCUMSTANCES WILL HPI BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED
BY HPI TO BUYER OR ANY THIRD PARTIES.
B) Buyer’s
remedies are limited to repair and replacement. Buyer’s
remedies for any and all breaches of any nature, including without
limitation breaches of contract and warranty, are limited to
the remedies of repair and replacement as specifically stated
in this agreement. The remedies provided herein are the
exclusive remedies of Buyer for failure to HPI to meet its warranty
obligations, whether claims of Buyer are based on contract, in
tort or otherwise, and upon expiration of the applicable warranty
period all obligations of HPI for breach of warranty will terminate.
C) Disclaimer
of warranties not expressly stated
