1. These terms and conditions of sale govern the sale of goods between MASTER PIPE and BUYER.
All contrary or inconsistent terms in any form submitted by BUYER are rejected, and acceptance is expressly made conditional on the terms set forth herein. If the preceding portion of this document is labeled “Order Confirmation”, then this document serves as an acknowledgement of your order by MASTER PIPE, and confirms MASTER PIPE’s willingness to sell the Product ordered, but only upon the terms and conditions of sale set forth herein. Any pricing or quantity discrepancies on an Order Confirmation must be brought to MASTER PIPE’s attention within five (5) days after receiving the Order Confirmation or such discrepancies will be deemed accepted changes to the terms of the purchase order. If the preceding portion of this document is labeled “Invoice” or “Invoice No.”, then this document acknowledges receipt of your order by MASTER PIPE and confirms that the sale of Product evidenced by the invoice is expressly conditioned on your acceptance of the terms and conditions of sale set forth herein. In the event your purchase order is deemed to be an offer (rather than an acceptance of MASTER PIPE’s prior offer), MASTER PIPE’s acceptance of your offer is expressly conditioned on your agreement to the terms and conditions of sale set forth in this document. By accepting the product which is the subject of the purchase order (“Product”), you shall be deemed to have agreed to such terms and conditions. MASTER PIPE hereby objects to any additional or different terms set forth in any purchase order or similar document that you may issue. If you do not receive or cannot read these terms and conditions, please call MASTER PIPE at 310-320-6400 or view them on MASTER PIPE’s website at
2. Pricing.
Unless otherwise specifically stated on the face hereof, prices are in U.S. Dollars, and are based on the BUYER’s specifications and the projected volumes, minimum run rates, current exchange rates, and other assumptions provided to MASTER PIPE by BUYER, except as changed by MASTER PIPE’s Order Confirmation.
3. Terms.
Unless agreed to in writing, payment terms are as listed on the preceding portion of this document. On any invoice not paid by maturity date, BUYER shall pay interest from maturity to date of payment at the rate of 1% per month. MASTER PIPE shall be entitled at all times to set-off any amount owing from MASTER PIPE or its Affiliates to BUYER or its Affiliates against any amount payable to MASTER PIPE or its Affiliates from BUYER or its Affiliates, arising out of this or any other transaction. For purposes hereof, a party’s “Affiliate” shall mean any entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control by such party, including but not limited to a party’s subsidiaries. Any delivery not in dispute shall be paid for without offset, recoupment or counterclaim regardless of any dispute as to other delivered goods.
4. Security Interest.
MASTER PIPE reserves a purchase money security interest in goods sold to BUYER and the proceeds thereof, in the amount of the purchase price. In the event of default by BUYER in any of its obligations to MASTER PIPE, MASTER PIPE will have the right to repossess the Product sold hereunder without liability to BUYER. MASTER PIPE may file a copy of the invoice with the appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect its security interest. At MASTER PIPE’s request, BUYER will execute financing statements and other instruments that MASTER PIPE may request to perfect MASTER PIPE’s security interest.
5. Delivery.
All shipping dates are approximate and are quoted based on actual and timely receipt of raw materials in conformity with specifications. Partial shipment shall be allowed and each shipment will be treated as a separate and independent transaction, and may be invoiced separately. Master Pipe may deliver and Buyer shall accept up to ten percent (10%) more or less than the quantity stated in the Order. Any pricing, quantity, or quality discrepancies in the delivered goods must be brought to MASTER PIPE’s attention within fourteen (14) days of delivery, and MASTER PIPE will have 30 days from the date of any such notice to cure. Master Pipe will act in good faith to meet the shipment terms agreed upon. In no circumstance can buyer refuse a shipment in transit that is on the water, or further progressed, at the time of attempted cancellation. Unless otherwise agreed in writing, all Product shipments shall be made FOB shipping point and acceptance of shipment by a common carrier shall constitute delivery to buyer upon which title shall pass, subject to Master Pipe’s rights as an unpaid vendor, including but not limited to stoppage in transit rights, following which the Goods shall be at Buyer’s risk. Goods held at Buyer’s request at any location for whatever reason shall be at Buyer’s sole risk and account. MASTER PIPE shall use reasonable efforts to notify BUYER of any anticipated delays; provided, however, that MASTER PIPE will not be liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of MASTER PIPE (including but not limited to a Force Majeure Event as defined in paragraph 10, below). In any such Force Majeure Event, the delivery date will be deemed extended for a period equal to the delay.
6. Acceptance.
Within fourteen (14) calendar days after receipt by BUYER, BUYER shall examine the goods and determine whether such goods are damaged, defective, short, or otherwise nonconforming and provide notice in writing to Master Pipe. Following the expiration of said 14-day period, all goods delivered will be deemed accepted, whether inspected or not, and such acceptance may not be revoked except as permitted by UCC Section 2-608. For purposes of UCC 2-608(2), and subject to the conditions of UCC 2-608(1), the parties agree that BUYER should have discovered, and will be deemed to have discovered, all grounds for revocation of acceptance within thirty (30) calendar days of delivery, and that a reasonable time to notify Master Pipe following discovery or the deadline for discovery is seven (7) calendar days thereafter. The parties further agree that, for purposes of UCC 2-607(3)(a), BUYER should have discovered, and will be deemed to have discovered, all breaches by Master Pipe within thirty (30) calendar days after receipt by BUYER, and that a reasonable time to notify MASTER PIPE following discovery or the deadline for discovery of the breach is seven (7) calendar days thereafter.
7. Changes.
BUYER may, upon sufficient notice, request changes to the product specifications, quantities and delivery schedules. All changes other than changes in delivery dates shall be requested pursuant to a replacement Purchase Order and will not replace the original purchase order unless accepted by MASTER PIPE by the delivery of a new Order Confirmation. If accepted, all replacement Purchase Order that cause any increase or decrease in MASTER PIPE’s cost or the time required for performance of any part of the work under these terms, the prices and/or delivery schedules, shall be adjusted in a manner which would adequately compensate MASTER PIPE for such change.
8. Warranty.
MASTER PIPE warrants that goods delivered pursuant to specifications agreed upon shall be manufactured in accordance with such specifications, and such goods shall be free from defects in Seller-supplied material and workmanship under normal use and conditions for a period of 12 months from the date of shipment (Ocean Bill of Lading). Master Pipe’s warranties do not apply to goods requiring replacement because of normal wear and tear, corrosion or erosion. These warranties shall be voided as to any part of the goods that have been subject to abuse, misuse, improper installation, accident, negligence, use other than as intended, or modification not specifically authorized by Master Pipe. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY MASTER PIPE AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ROHS AND WEEE (AND SIMILAR LEGISLATION IN OTHER COUNTRIES), AND FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED.
9. Limitation of Liability.
IN NO EVENT SHALL MASTER PIPE BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER SOUNDING IN CONTRACT OR TORT), EVEN IF MASTER PIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE PURPOSES OF THIS ORDER, BOTH LOST PROFITS AND DAMAGES RESULTING FROM VALUE ADDED TO THE PRODUCTS BY BUYER SHALL BE CONSIDERED CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MASTER PIPE’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO MASTER PIPE FOR SUCH PRODUCT. IN ADDITION, IN NO EVENT SHALL MASTER PIPE’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO AN ORDER EXCEED $25,000. IN NO EVENT WILL MASTER PIPE BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER SHOULD SUCH COSTS EXCEED THE LIABILITY LIMITATIONS DESCRIBED HEREIN. TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MASTER PIPE BE LIABLE FOR ANY DAMAGES ARISING OUT OF ANY LATE DELIVERY UNLESS THE CAUSE OF THE LATE DELIVERY WAS COMPLETELY ATTRIBUTABLE TO CAUSES EXCLUSIVELY WITHIN MASTER PIPE’S CONTROL. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITED REMEDIES DO NOT CAUSE THE PARTIES’ AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE, BUT RATHER REPRESENT A FAIR AND APPROPRIATE ALLOCATION OF RISK, WITHOUT WHICH MASTER PIPE COULD NOT DELIVER THE PRODUCTS ORDERED BY BUYER ON THE TERMS SET FORTH HEREIN.
10. Force Majeure Event.
Neither party shall be responsible for any failure to perform due to a Force Majeure Event provided that such party gives notice to the other party of the Force Majeure Event as soon as reasonably practicable, specifying the nature and particulars thereof and the expected duration thereof. A “Force Majeure Event” shall mean the occurrence of unforeseen circumstances beyond a party’s control and without such party’s negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, natural disaster, pandemic or other widespread disease, strike, boycott, embargo, cargo capacity or other shortage, failure of a vendor to timely deliver Material to MASTER PIPE, riot, lockout, labor dispute, or civil commotion.
11. Credit Memo:
Unless otherwise stated to the contrary in the body of the written credit memo, any credits issued by MASTER PIPE shall expire on the six month anniversary of the date on which they were issued. BUYER agrees that it has no right to assert any claim against MASTER PIPE in the event it failed to use any credit within said period, and releases MASTER PIPE from any liability from any such credit.
12. Miscellaneous.
These terms constitute the entire agreement of the parties, superseding all previous agreements covering the subject matter. These terms shall not be changed or modified except by written agreement, specifically amending, modifying and changing these terms, signed by a corporate officer of MASTER PIPE and an authorized representative of the BUYER. BUYER hereby acknowledges that it has not placed this order in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. The failure by MASTER PIPE to enforce at any time any of these terms, to exercise any election or option provided herein, or to require at any time the performance by BUYER of any of the provisions herein will not in any way be construed as a waiver of such provisions. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that if the parties have principal places of business in the USA, the state courts of Los Angeles County, California and the federal courts located in the Central District of the State of California shall have exclusive jurisdiction and venue to adjudicate all disputes arising out of or in connection with this document. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. If any of the parties to this document has its principal place of business outside the United States, then all disputes arising out of or in connection with this document shall be decided by arbitration in Los Angeles, California pursuant to the International Arbitration Rules of the International Centre for Dispute Resolution. Arbitration may be compelled by the Los Angeles County Superior Court pursuant to the California Arbitration Act, which the parties designate as governing this dispute, and to whose jurisdiction the parties submit. The parties consent to the personal jurisdiction of the Los Angeles County Superior Court to enforce this provision and, as to a petition to compel arbitration and the enforcement of any arbitration award, waive and relinquish any right to file such an action in the United States federal courts or to remove any action to the federal courts. Any arbitration award hereunder must be (1) issued as a reasoned award or it will be of no force or effect and will be deemed an award in excess of the arbitrator’s jurisdiction, and (2) subject to plenary review on appeal to the same extent that review would be available if the award were rendered by the Los Angeles County Superior Court. Each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. These terms shall be construed in accordance with the substantive laws of the State of California (excluding its conflicts of laws principles). Reasonable attorney’s fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of these terms, or the relationship created under this form or the parties’ exchange of forms.