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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.

SPECIFICATIONS.

Materials shall be subject to Seller’s standard manufacturing variations, classifications and extras. Seller reserves the right to change specifications at any time without incurring obligation for Products previously or subsequently sold. All Products made to special specifications are deemed to be inspected and accepted before shipment is made.

EXPORT SALES.

All export sales are subject to the Seller’s export terms and conditions of sale.

LAWS AND REGULATIONS.

All orders and sales are subject to any Federal, State or other Governmental law or regulation that may be in effect now or in the future.

MSDS.

Material Safety Data Sheets will be made available upon request by Buyer.

TAXES.

Any taxes, excises, levies or charges which the Seller may be required to pay or collect under any existing or future law, upon or with respect to services and/or the sale, purchase, delivery, production, storage, processing, use, consumption or transportation of any of the materials and Products covered hereby, shall be for the account of the Buyer, and the quoted or otherwise applicable prices shall be increased thereby.

ASSISTANCE.

No statement or recommendation made or assistance given by the Seller or its representatives to the Buyer or its representatives, in connection with the use of any Products by the Buyer, shall constitute a waiver by the Seller of any of the provisions hereof or affect the Seller’s liability, as herein defined.

INVOICE AND PAYMENT.

Payment of each invoice for Products purchased hereunder shall be made by Buyer to the location specified therein in such manner as will place Seller in possession of United States Currency or equivalent domestic bank demand deposit in the full amount thereof within thirty (30) days following the date of such invoice. Buyer shall pay interest on all past due amounts at the lower of (a) one and one-half percent (1-1/2%) per month or (b) the maximum non-usurious rate permitted by applicable law. Should Buyer dispute the accuracy of any portion of any invoice, Buyer may not withhold payment of the disputed amount, but shall promptly notify Seller, specifying the amount in dispute and the reasons therefore. Buyer will make timely payment of all amounts, including those in dispute. The parties will promptly attempt to resolve the dispute and, upon resolution, Seller will promptly pay any amounts due Buyer. Seller may apply any payment by Buyer to any past due indebtedness.

CONFIDENTIAL INFORMATION.

Buyer agrees to treat as confidential all non-public information regardless of source (whether in tangible or intangible form) relating to Seller that is disclosed to the Buyer in connection with the Agreement. Buyer further agrees: (i) to limit the use of such information to the specific purpose for which it was transmitted; (ii) to limit access to the information to only those persons having a need to know in order to perform under the Agreement; (iii) not to disclose to or discuss with any third party any portion of such information without the prior written authorization of Seller; (iv) to limit the reproduction of any documents or other tangible materials embodying such information to the quantities reasonably required to perform under the Agreement; (v) to return all such information, including any copies thereof, to Seller upon its request. Seller retains for itself all proprietary rights in and to all designs, engineering details and data concerning the Products.

ASSIGNABILITY.

The rights, liabilities, and obligations of the parties hereunder are not assignable or transferable by either party, in whole or in part, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Seller may, at any time upon written notice to Buyer, assign its obligation hereunder to any entity that, directly or indirectly, controls, is controlled by, or is under common control with Seller.

ENTIRE AGREEMENT.

The Agreement, including these Terms and Conditions of Sale, constitute all of the terms and conditions with respect to the sale and purchase of the Products sold hereunder, shall govern and control this transaction and shall supersede any prior agreement between the parties with respect to the purchase and sale of the Products; no modification of the Agreement shall be binding on Seller unless separately contracted in writing and agreed to by a duly authorized representative of Seller; no modification, extension or release from any provision of the Agreement shall be effected by the acknowledgment or acceptance by Seller of purchase order forms or other documents stipulating additional or different terms or conditions, unless the same shall be in writing, signed by both Buyer and Seller, and specifically described as an amendment or extension hereof or a release hereunder, and Buyer’s acceptance of the Products to be sold hereunder shall be equivalent to and shall constitute Buyer’s acceptance of and assent to the terms and conditions of the Agreement.

WAIVER.

Failure of a party to enforce any of the conditions of the Agreement or to exercise any right accruing through the default of the other party shall not affect or impair that party’s rights in case such default continues or in case of any subsequent default of the other party, and such failure shall not constitute a waiver of other or future defaults of the other party.

GOVERNING LAW.

THE TRANSACTION CONTEMPLATED HEREBY AND INTERPRETATION AND ENFORCEMENT OF THE AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS AND THE EXECUTION AND DELIVERY OF THE AGREEMENT SHALL BE DEEMED TO BE THE TRANSACTION OF BUSINESS WITHIN TEXAS FOR PURPOSES OF CONFERRING JURISDICTION UPON COURTS LOCATED WITHIN THE STATE. THE PARTIES AGREE THAT ANY LITIGATION ARISING OUT OF THE AGREEMENT SHALL BE BROUGHT ONLY IN A COURT LOCATED IN HOUSTON, TX AND BOTH PARTIES CONSENT TO THE JURISDICTION OF SAID COURT.

SEVERABILITY; HEADINGS.

If any provision herein is or becomes invalid or illegal in whole or in part, such provision shall be deemed amended, as nearly as possible, to be consistent with the intent expressed in the Agreement, and if such is impossible, that provision shall fail by itself without invalidating any of the remaining provisions not otherwise invalid or illegal. Paragraph headings or titles are included for ease of reference and do not constitute any part of the text or affect its meaning or interpretation.