Terms & Conditions

1. Governing Effect. These General Terms and Conditions shall govern the sale of products by Shaw Alloy Piping Products, Inc. (the "Seller") to the purchasing party ("Purchaser") under any purchase order, contract or other agreement between Seller and Purchaser (collectively, the "purchase order"). No waiver, alteration or modification of any of these General Terms and Conditions shall be effective, whether contained in the purchase order or otherwise, unless such waiver, alteration or modification is specifically acknowledged and accepted in writing by an authorized representative of Seller.

2. Warranty and Limitation of Liability. FOR A PERIOD OF 12 MONTHS FROM THE DATE OF SHIPMENT, SELLER WARRANTS THAT THE PRODUCTS PROVIDED UNDER THE PURCHASE ORDER SHALL BE OF GOOD WORKMANSHIP AND QUALITY AND SHALL CONFORM TO THE SPECIFICATIONS OF PURCHASE ORDER, AS SUCH SPECIFICATIONS ARE ACKNOWLEDGED AND ACCEPTED BY SELLER. THE GOODS AND SERVICES OF OTHER MANUFACTURERS OR PROVIDERS THAT SELLER IS PROVIDING UNDER THE PURCHASE ORDER ARE WARRANTED BY SELLER ONLY TO THE EXTENT OF THE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS OR PROVIDERS.

THE FOREGOING WARRANTIES ARE THE EXCLUSIVE WARRANTIES PROVIDED BY SELLER, REGARDLESS OF WHETHER ANY DEFECTS OR NON-CONFORMATIES ARE DISCOVERABLE OR LATENT. NO OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE) SHALL APPLY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURSUANT TO COURSE OF DEALING OR TRADE USAGE. THE FOREGOING WARRANTIES ARE CONDITIONED ON THE NORMAL AND PROPER INSTALLATION, USE AND MAINTENANCE OF THE PRODUCTS PROVIDED BY SELLER. ANY USE OF THE PRODUCTS CONTRARY TO SELLER'S INSTRUCTIONS OR RECOMMENDATIONS OR BEYOND THEIR DESIGN CAPABILITIES, OR ANY ALTERATION, MODIFICATION, NEGLECT, ABUSE, ACCIDENT OR DAMAGE INVOLVING SUCH PRODUCTS, WILL VOID THE FOREGOING WARRANTIES.

IF ANY WARRANTY IS BREACHED, THE PURCHASER SHALL IMMEDIATELY UPON DISCOVERY NOTIFY SELLER IN WRITING OF THE SPECIFIC NATURE OF THE DEFECT. NOTWITHSTANDING ANY OTHER PROVISION OF THE PURCHASE ORDER, SELLER'S LIABILITY TO PURCHASER OR ITS SUCCESSORS AND ASSIGNS UNDER THE PURCHASE ORDER FOR ANY BREACH OF WARRANTY OR ANY CONDUCT RELATING TO THE PURCHASE ORDER (REGARDLESS OF WHETHER SUCH LIABILITY IS IN WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, CONTRACT OR OTHERWISE) SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF ANY PRODUCTS THAT DO NOT CONFORM TO SELLER'S WARRANTY. SELLER WILL NOT ACCEPT ANY RETURN OF ANY PRODUCT UNLESS WRITTEN PERMISSION HAS FIRST BEEN GIVEN. SELLER SHALL HAVE A REASONABLE AMOUNT OF TIME TO REPAIR OR REPLACE ANY DEFECTIVE PRODUCT AND SHALL USE ITS REASONABLE EFFORTS TO REPAIR OR REPLACE SUCH PRODUCT EXPEDITIOUSLY.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF OPERATION TIME OR COST OF REPLACEMENT POWER OR FACILITIES.

3. Delivery. Unless otherwise agreed in writing, Seller shall deliver all goods under the purchase order F.O.B., Seller's facility, and title to the goods and risk of loss shall pass to Purchaser at delivery. The carriers are responsible for goods lost or damaged in transit; therefore, in case of loss or damage en route, consignee must immediately notify the carriers. The cost of any special packing or handling required by Purchaser shall be for Purchaser's account. No claim for shortages will be allowed unless made in writing within 48 hours of Purchaser's receipt of shipment. Delivery is subject to federal and state laws and regulations, fires, strikes, labor disputes, floods, accidents, embargoes, delays in transportation, shortage of cars, shortage of material, shortage of labor, and any other causes beyond Seller's reasonable control. Goods in stock are subject to prior sale.

4. Prices and Payment. Unless otherwise agreed in writing, prices reflect all discounts (for terms, time of payment, cash payment, volume or otherwise), and the payment terms shall be net 30 days from the date of shipment. Prices are subject to change without notice. If any portion of an invoice is disputed, Purchaser shall promptly notify Seller in writing of the disputed portion and the reasons therefor and shall pay the undisputed portion in accordance with the applicable terms. All past due payments (including any disputed portion of an invoice that is subsequently resolved in favor of Seller) shall bear interest at a rate of 1½% per month or the highest legal rate, whichever is lower.

5. Cancellation. Cancellation of any purchase order or portion thereof after Seller's acceptance may be made only with the Seller's consent. With respect to any purchase order for products not in stock, Purchaser shall pay for all costs incurred by Seller prior to its receipt of Purchaser's written cancellation notice. Such costs include, in addition to materials and labor cost and other actual expenses, a reasonable allowance for overhead and profit. Purchaser shall pay a reasonable restocking charge assessed by Seller for products pulled from stock.

6. Taxes. Purchaser agrees to bear any and all sales, use, privilege, excise, duties, tariffs and other taxes of every other character by whatever name designated that now is or hereafter may be imposed in any manner by any domestic or foreign governmental authority (including without limitation any federal, state or local authority) on the manufacture, shipment, sale, lease, possession, ownership or use of such goods and services provided by Seller under the purchase order, and Purchaser agrees to pay the same either to Seller or the governmental authorities as may be required.

7. Miscellaneous. THE PURCHASE ORDER AND THESE GENERAL TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THE COVENANTS CONTAINED HEREIN ARE INDEPENDENT AND SEPARATE, AND IN THE EVENT THAT ANY PROVISION CONTAINED HEREIN IS DECLARED INVALID OR ILLEGAL, THE OTHER PROVISIONS HEREOF SHALL NOT BE AFFECTED OR IMPAIRED THEREBY AND SHALL REMAIN VALID AND ENFORCEABLE. THE PURCHASE ORDER, THESE GENERAL TERMS AND CONDITIONS AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISANA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.