and customer service.
Terms and Conditions of Sale
DEFINITIONS.In these terms and conditions, Sooner Pipe, LLC, will be referred to as the “Seller,” the materials, articles or goods to be furnished will be referred to as the “Products,” the person or firm purchasing the Products will be referred to as “Buyer,” and these Terms and Conditions of Sale together with the sale agreement and/or invoices for the Products will be referred to collectively as the “Agreement”. SELLER’S ACCEPTANCE OF BUYER’S ORDER AND SELLER’S SUBSEQUENT SALE IS EXPRESSLY CONDITIONAL UPON BUYER’S ACCEPTANCE OF THE FOREGOING TERMS AND CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER ARE NOT ACCEPTABLE UNLESS EXPRESSLY AGREED TO IN WRITING BY AN AUTHORIZED OFFICER OF SELLER. All orders are subject to final acceptance by Seller.
PRICE AND TRANSPORTATION CHARGES.Unless otherwise set out in the Agreement, prices are subject to change without notice, and all shipments will be billed at the Seller’s prices in effect at time of shipment. Except as expressly provided in the Agreement, all transportation charges are for the account of the Buyer. If published rail, truck or water freight rates are increased or decreased prior to shipment, prices of unshipped Products which may have been ordered on a “delivered price” basis, shall be increased or decreased accordingly. No discount will be provided on used materials, transportation charges, labor, rentals, or similar items. All quotes are subject to change without notice.
SHIPMENTS.All sales are expressly stipulated in the Agreement. For shipments indicating F.O.B. racks or similar language, risk of loss for damage to the Products passes to the Buyer and Buyer assumes full responsibility for Products as of the date of the invoice, regardless if the Products are maintained at a Seller owned or operated location. For all other F.O.B. points, risk of loss for damage to the Products passes to Buyer upon delivery as provided in the order. When sales are Ex-works, F.O.B. Works or Warehouse, Seller’s responsibility ceases upon delivery of the Products to the carrier designated by Buyer. If the Agreement specifies sales are F.A.S. Port of Export, Seller agrees to deliver Products alongside the carrying steamer or on the dock or pier receiving cargo for the steamer, provided that Buyer supplies specific delivery instructions within the free time limits, and in the event necessary delivery instructions are not available for delivery within the free time limits, any and all demurrage and storage charges will be for the account of Buyer. If the Agreement specifies sales are C.I.F. Destination Port, Seller agrees to pay ocean steamship freight charges and insurance charges covering the Products from land to land, provided, however, all consular fees and any other miscellaneous charges at the Port of Export or the Port of Entry are for the account of Buyer. Delivery is subject to federal, state and other laws and regulations applicable thereto, and Seller is not responsible for any delay, loss or damage caused by such laws and regulations. Neither is Seller responsible for delay, loss or damage caused by fires, strikes, disputes with workmen, floods, accidents, embargoes, delays in transportation, shortage of cars, shortage of fuel or other material, shortage of labor, and to any other causes beyond the reasonable control of the Seller or the manufacturer of the Products. All statements of prospective shipment dates are estimated. Seller does not guarantee to ship within the time promised, but agrees to use its reasonable efforts to do so and Seller and Buyer agree that Seller shall not be liable for any damage caused by delay in delivery. In the event of damage or loss in transit, Buyer must give immediate written notice to the carrier’s agent at destination and to the Seller. Within thirty (30) days after receipt of Products, the Seller must be notified of any claims for shortages, errors in shipment, or errors in charges.
SECURITY.Orders once placed and accepted may be cancelled only with Seller’s consent and upon terms saving Seller from loss. No Products may be returned for credit or adjustment without Seller’s permission. Authorized returned material will be subject to a visual thread inspection and a reapplication of the thread compound at the customers expense. Prime material returned within 60 days of the original invoice date will receive, at Sooner’s discretion, a merchandise credit less any freight, inspection and handling charges. Unused merchandise credit will expire one year from date of issue. Should you have any questions or concerns, please contact your Sooner representative. All orders, shipments and settlements are subject to approval by the Treasurer of the Seller. Should the Buyer fail to fulfill the terms of payment of any order between the Buyer and the Seller, the Seller may defer further shipments until such payments are made or may cancel any or all orders unshipped. The Seller reserves the right to require from the Buyer, at any time, satisfactory security for performance of Buyer’s obligations under any order placed with the Seller, and refusal or failure to furnish such security will entitle the Seller to suspend shipment until such security is furnished or to cancel the order, or orders, or the unshipped portion thereof. Orders for Products specially manufactured for Buyer may not be canceled. Buyer shall become liable for and pay Seller’s cancellation charges and damages for all contractual quantities not taken, whether or not such quantities have been manufactured or are in process. Seller shall maintain a purchase money security interest in the Products for any portion of the purchase price not paid at the time of delivery and shall retain this interest until Buyer has paid the full purchase price.
WARRANTY AND LIMITATION.Seller warrants that the title conveyed under the terms hereof shall be good and its transfer rightful and that the Products purchased shall be delivered free from any security interests or other liens, other than those which may arise as provided herein. Subject to the limitations hereafter set forth, Seller warrants Products of its own manufacture against defects in material and workmanship for a period of one year from the date of purchase, to the extent that it will repair or replace such Products F.O.B. point of manufacture, or allow credit therefore, at its election, when such Products are in the hands of the original Buyer and used in normal use and service. Other Products are warranted only to the extent of the express warranty of the manufacturer thereof and to the extent such is enforceable by Seller. As to Products not manufactured by Seller, Buyer expressly waives any claim against Seller. Any reimbursement for rejects, handling or inspection costs will be based on the supplying manufacturer’s policy. This warranty will not apply to Products that have been used in a manner not intended by the manufacturer, that have been abused or misused, or that have been altered or repaired by Buyer or a third party without Seller’s consent. Seller shall be notified promptly of any material claimed to be defective and such material shall be subject to inspection by the Seller. No material may be returned for credit or replacement except by special arrangement. EXCEPT AS STATED ABOVE, NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS MADE BY SELLER AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, CONDITION, CAPACITY OR EFFICIENCY OF ANY PRODUCTS SOLD. THE REMEDIES SET OUT ABOVE ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY BY SELLER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EXCEPT TO THE EXTENT THAT ANY SUCH SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES IS PART OF THIRD PARTY CLAIM AGAINST A PARTY FOR WHICH A PARTY IS SEEKING CONTRIBUTION OR INDEMNIFICATION PURSUANT TO THIS AGREEMENT.
As to service materials and/or used materials or equipment, Buyer agrees that they are being purchased “AS IS” and Seller MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO KIND, SIZE, WIEGHT, QUALITY, CHARACTER, DESCRIPTION, OR CONDITION OF ANY SUCH ITEM, ITS MERCHANTABILITY OR FITNESS FOR ANY USE OR PRUPOSE. By accepting used materials, Buyer acknowledges that inspection was made or was waived. Third party inspection charges, handling charges and other costs are for Buyer’s account.
As to any items not being sold but leased, Buyer assumes all responsibility and liability therefore and for any damages which may result from the use thereof while such items are in the custody and control of Buyer and Buyer agrees to indemnify and hold Seller harmless from all such damages.