TEX-FIN, Inc. General Terms and Conditions of Sale.
1. PRICES, SPECIFICATIONS AND QUOTATIONS:
All Prices and Specifications relate only to the specific quotation upon which this sale is based. Tex-Fin reserves the right to, and will, correct any typographical, clerical or mathematical errors made by Tex-Fin. All payments are due and payable at Tex-Fin’s corporate office located in Houston, Harris County, Texas.
2. CUSTOMER ORDERS:
Orders which are accepted by Tex-Fin are “subject to” delays due to fires, strikes, accidents, material shortages, and any other causes beyond Tex-Fin’s reasonable control. Tex-Fin’s acceptance of your order is expressly conditioned upon your specific agreement to hold Tex-Fin harmless regarding any such delivery delays. The price quoted is firm only for the time period stated on the proposal, and Tex-Fin, at its sole option, shall have the right to renegotiate the proposal, if necessary, thereafter. All orders where delivery is expected or requested to be more than ninety (90) days after the date of quotation are subject to change in the event material costs increase. Customer orders are not considered accepted by Tex-Fin until a specific written confirmation of the same has been sent to customer. All orders accepted shall specifically include these General Terms and Conditions of Sale.
3. FREIGHT AND DELIVERY:
All finned tubes and other items sold by Tex-Fin are shipped F.O.B. trucks at our manufacturing facilities, in Houston, Texas and/or at Crockett, Texas, or at any other location from which Tex-Fin may sell items. Title passes to the customer upon the delivery of the goods to the carrier.
Selection of the carrier and routing of shipment will be determined by Tex-Fin, unless specific instructions are given by the customer in advance. Any additional cost or expense which is incurred as a result of customer’s specific requests or instructions will be paid by the customer. In the event that transportation arranged by Tex-Fin is unavailable at the time Tex-Fin is prepared to ship the order, Tex-Fin may advise the customer of the same, at which time transportation becomes the responsibility of the customer.
5. RECEIPT OF SHIPMENT, DAMAGES IN TRANSIT:
Customer will thoroughly examine finned tubes and other materials before signing transportation receipt. If finned tubes or other items are received in damaged condition, and/or there is a shortage in quantity delivered, customer shall insist that the carrier itemize the shortage and/or damage on the freight bill. Immediately thereafter, customer will file a damage claim with the carrier within five (5) days. If there is a shortage of delivery, customer will immediately notify Tex-Fin, as shortage claims will not be considered unless reported in writing within forty-eight (48) hours after receipt of the shipment, with the shortage noted on the freight bill.
6. PAYMENT TERMS, FINANCE CHARGES:
Payment terms are set at Tex-Fin’s sole discretion, and shall be as they are quoted on the proposal given to the customer. All past due amounts shall accrue interest until paid at the rate of one and one-half percent (1-1/2%) per month, being eighteen percent (18%) per annum. Furthermore, as a remedy for non-payment or a failure to make payments in accordance with the Payment Terms, Tex-Fin reserves the right to repossess all or any portion of an order if payment is not made in the agreed amount of time or if it is determined by Tex-Fin that payment is not forthcoming for any reason.
Any and all local, state, federal or foreign sales tax, or other applicable taxes, shall be added to the price whenever required or applicable.
8. CANCELLATION OF ORDERS:
After Tex-Fin’s acceptance of the order, any cancellation by the customer will be subject to a cancellation charge of not less than fifteen percent (15%) of the total contract price. In addition to such cancellation charge, if customer has furnished any tubes or other materials to Tex-Fin, Tex-Fin shall charge customer with an appropriate amount for warehousing and storage of the materials, and/or any transportation and shipping charges incurred by Tex-Fin, which shall be appropriate to the circumstances involved, including quantity of materials and length of time. Tex-Fin will endeavor to ship all products within the estimated time set forth in the quotation, but shipment dates are no more than estimates, and failure to ship on a specific date shall in no event be cause for cancellation of the order. On any order where customer is furnishing any materials to Tex-Fin, timely production of the tubes and delivery of the same is specifically contingent upon a timely receipt of the necessary materials from customer, in order to allow Tex-Fin to complete the work within Tex-Fin’s normal work schedules.
All finned tubes processed by Tex-Fin are guaranteed to be in compliance with the applicable specifications for the job, as set forth in the quote/order, and will be free from defects in materials and/or workmanship added by Tex-Fin, for a period of one (1) year from the date of shipment, provided that the same are properly installed and are used as originally intended. Tex-Fin does not, however, accept any responsibility for the adequacy of the specifications provided by the customer or others. Any claim by customer regarding defects must be made in writing, within ten (10) days of the discovery of the defect, and shall specifically state the nature of the claimed defect or defects, and any failure to comply herewith shall constitute a waiver of any such claim. Tex-Fin shall reserve the right to examine, inspect and/or test, as necessary, any materials alleged to be defective, in order to determine and evaluate the validity of the allegations and/or the cause of such defects. In any event, this guarantee is limited to repair or replacement, at Tex-Fin’s option, and at our manufacturing facility, within one (1) year of the date of shipment, of the materials and/or labor originally furnished by Tex-Fin. This warranty does not include any labor or other charges by any other party made outside of our facility for such repair or replacement. Shipment by Tex-Fin of “in warranty” replacement items will be F.O.B. at our facility, with freight allowed to the point of delivery as set forth in the original order.
a. THIS WARRANTY IS IN LIEU OF AND SUPERCEDES ANY AND ALL OTHER WARRANTIES, ESTABLISHED BY LAW, CUSTOM OR USAGE, OR OTHERWISE, AND WHETHER EXPRESSED OR IMPLIED, SPECIFICALLY INCLUDING ANY WARRANTIES OR GUARANTEES AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED OR DENIED. TEX-FIN’S GUARANTEE SHALL APPLY ONLY TO THE IMMEDIATE CUSTOMER, AND DOES NOT EXTEND, EXPRESSLY OR BY IMPLICATION, TO ANY OTHER PERSON, PARTY OR ENTITY. NO PERSON, AGENT OR DEALER IS AUTHORIZED TO GIVE, MODIFY, EXTEND OR INCREASE ANY WARRANTY OR GUARANTEE ON BEHALF OF TEX-FIN IN CONNECTION WITH THE PRODUCTS OF TEX-FIN, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
10. LIMITATION OF LIABILITY:
Tex-Fin shall not, in any event, ever be liable for special or consequential damages of any kind, whether direct or indirect, foreseeable or unforeseeable, and whether based on breach of contract, breach of warranty or otherwise, for any amount which exceeds the purchase price of the finned tubes which are found to be defective. Further, any and all warranties or guarantees shall be void if the finned tubes have been subjected to negligence, abuse, misuse, excessive pressures, excessive temperatures, accident, outward damage, or hidden damage while in transit, or if the tubes have been used in a manner contrary to Tex-Fin’s recommendations. In addition, Tex-Fin shall not be liable for any damages which result from unauthorized service, and/or lack of proper and necessary service and maintenance.
11. SOLE TERMS:
No terms, conditions or requirements contained in any orders received and acknowledged by Tex-Fin, which are inconsistent herewith, shall be binding upon Tex-Fin unless or until such conditions have been specifically and expressly set forth in Tex-Fin’s confirmation of order, and approved by an authorized officer of Tex-Fin. These General Terms and Conditions of Sale, combined with all non-conflicting provisions of the quotations and orders given and entered into between the parties, shall constitute the entire contract and all of the terms hereof. No oral statements, warranties, representations, stipulations, or terms shall have any binding effect whatsoever, nor shall they be any part of this contract.
12. GOVERNING LAW:
This contract, and the performance thereof, shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Any and all disputes arising from or relating to this contract shall be within the exclusive jurisdiction of, and shall be brought, in the state and/or federal district courts located in Harris County, Texas, and all parties hereby consent to the exclusive jurisdiction and venue set forth herein.