TERMS AND CONDITIONS OF SALE
All prices are subject to change without notice and are not guaranteed,
except that prices for an order that have been accepted by Morgan City Rentals and/or its affiliates ("SellerĒ) are not subject
to change after acceptance. Prices stated do not include any sales, use or
excise tax or any other tax, duty or charge which is now in effect or may be
hereafter imposed by any Federal, State or other authority. All such taxes, duties or other charges shall
be paid by Buyer unless Buyer shall provide Seller
an exemption certificate acceptable to the appropriate authorities.
Terms are net 30 days from the date of Sellerís invoice. For Sellerís invoices which are not paid within
the foregoing terms, Seller shall have the right, in addition to all other
rights and remedies, to assess a late payment charge of one and one-half
percent (1Ĺ%) (or the maximum allowed by law, if less) per month on the
outstanding balance. In addition, Buyer
shall be responsible for any and all fees and expenses incurred by Seller in
collecting any payments due hereunder, including, but not limited to,
attorneysí fees and collection costs. If any check tendered by Buyer in payment is
dishonored upon presentment for payment, then Seller, in addition to all other
rights and remedies contained herein, may assess a dishonor charge of Fifty
3. ORDERS AND ACKNOWLEDGEMENTS: Seller reserves the right to refuse orders
which may be submitted to it and will not be bound to fill any orders unless or
until they have been accepted by Seller.
as otherwise specifically set forth in writing, executed by Seller and Buyer,
these Terms and Conditions of Sale shall govern the rights and obligations of
the parties to the exclusion of any other terms and conditions. These Terms and Conditions of Sale shall govern in
the event of any conflict with any terms proposed by Buyer, and are not subject
to change by reason of any written or oral statements by Buyer or by any terms
stated in Buyer's purchase order or confirmation of its order, unless such
conflicting or additional terms are accepted in a writing making reference to
this order and signed by an authorized representative of Seller.
4. ORDER CHANGES: Any Buyer requested changes to
an existing order may result in new scheduled ship date for that order. If, pursuant to Buyer written direction or
request, any change is made in the products to be furnished or any work to be
performed, the agreed price will be equitably adjusted to reflect such change
and the time for completion will be extended to the extent required to make
such change. No change is binding on the
parties unless mutually agreed in writing by the parties. These Terms and Conditions
of Sale are subject to revision and change by Seller without notice, however,
the then current Terms and Conditions of Sale shall be applicable to an order
at the time it is accepted by Seller.
Submission of an order by Buyer shall be conclusive evidence of
acceptance of these Terms and Conditions of Sale.
Prices and deliveries of products are Ex Works Sellerís facility. Upon delivery of shipments to the carrier,
title to, and the risk of loss or damage in transit for, such shipments passes
to Buyer. Shipping schedules are estimates only which
cannot be guaranteed because of the nature of Sellerís products, and material,
labor and manufacturing conditions beyond Sellerís reasonable control. Under no circumstances shall Seller be responsible
for any inability or delay in meeting shipping schedules or for any loss or
damage (whether direct or consequential) resulting therefrom.
Claims on prices must be submitted within seven (7) days from the date
of Sellerís invoice. Claims on errors in
shipments must be submitted within seven (7) days from the date of delivery of
No products are to be returned to Seller without prior approval from
Seller. Credit or replacement will only
be made after a thorough inspection of the products has been made by Sellerís
representative and investigation shows that it is defective, or was shipped in
error. A return authorization will be
given to Buyer by Sellerís sales representative for returnable merchandise and
must accompany the shipment. Seller
retains the right to apply a 25% restocking charge on returns. Unique
or specialty products are not returnable.
8. CANCELLATIONS: Cancellation of orders or any portion thereof
will be allowed only with Sellerís prior written consent and the payment of
such cancellation charges as Seller may determine. Cancellation will not be accepted on products
that are not regular stock, which are in the process of manufacture or customization,
or are ready for shipment. Orders for unique or specialty products are
not subject to change or cancellation without written approval from Seller and
upon the condition that Buyer pays Seller applicable cancellation charges.
9. MATERIAL AND FINISHES: Specifications, weights, dimensions and
descriptions are estimates but are not guaranteed and are subject to change
without notice. Seller reserves the
right to furnish materially equivalent substitutes for materials which cannot
be obtained in sufficient quantities due to existing shortages. Cosmetic
blemishes which do not affect performance shall not be considered a defect.
10. WARRANTY. As a
distributor of products manufactured by others, Seller extends to Buyer any and
all assignable warranties from the manufacturer of the product. Seller makes no warranties beyond those
extended by the respective manufacturers.
For products customized by Seller, Seller warrants to Buyer that
such products sold hereunder shall be in compliance with the
written specifications accepted by Seller. This warranty does not cover
any damage or defect which arises in whole or in part from any act or omission
by Buyer or by any other person or entity after delivery of the products Ex
Works. No claim against Seller will be
allowed unless asserted in writing within 90 days from the date of shipment of
the products alleged to be defective. Notwithstanding anything to
the contrary, Buyerís exclusive remedy for Sellerís breach of the warranty set
forth in this Section 11 shall be limited to either repair or replacement of
non-conforming products or, in the sole discretion of Seller, an adjustment in
the purchase price of the non-conforming products. In no event shall Sellerís liability under
this Agreement exceed the purchase price of the allegedly non-conforming
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10 ABOVE, SELLER MAKES NO OTHER
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS.
12. LIMITATION OF LIABILITY.
SELLER SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS OR BUSINESS INTERRUPTION LOSSES) AS A RESULT OF THIS AGREEMENT (OR THE
BREACH HEREOF) OR SUCH DAMAGES SUFFERED BY ANY PURCHASER OR END USER OF ANY
PRODUCTS, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE.
If Buyer shall become overdue on
its account or otherwise defaults in any payment to Seller or if its financial
condition shall at any time seem to Seller otherwise inadequate to warrant
further shipment on an open account basis, Seller shall have the right, without
liability, to refuse to accept any or all orders, to cancel any and all orders,
to delay shipments to Buyer, or to require advance payment before accepting or
shipping any orders.
14. NON-ASSIGNMENT: Buyer shall not assign its orders nor any of
its rights or obligations thereunder without Sellerís prior written
15. CHOICE OF LAW: These Terms
and Conditions of Sale and any subsequent sales agreements between Seller and
Buyer shall be governed by the laws of the
State of Texas without regard to its conflicts of law principles. Each party hereto irrevocably consents
to the jurisdiction of the courts of the State of Texas and agrees that the
exclusive venue for any suit arising from or relating to these Terms and
Conditions of Sale is Houston, Texas.
EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION BROUGHT IN CONNECTION WITH THESE TERMS AND CONDITIONS OF SALE. The United Nations Convention on Contracts
for the International Sale of Goods expressly does not apply to this sale of
16. WAIVER AND MODIFICATION: No waiver or modification of any of the terms
and conditions contained herein shall be effective unless such waiver or
modification is in writing and signed by an authorized representative of Seller.
17. EXCUSABLE DELAY: Seller will not be liable for any delay in
the performance of orders or contracts, or in the delivery or shipment of
products, or for any damages suffered by Buyer by reason of such delay, when
such delay is, directly or indirectly, caused by, or in any manner arises from any Act of God, or the public enemy, war,
compliance with law, governmental act or regulation, fire, flood, quarantine,
embargo, epidemic, unusually severe weather, strike, work stoppage, acts or
omissions of carriers or other cause (whether or not similar in nature
to any of these herein before specified) beyond
the control of Seller. In the
event of such delay, there will be no termination and the date of delivery or
of performance shall be extended for a period equal to the time loss by reason
of the delay.
18. PATENT INFRINGEMENT: Seller
takes no responsibility for the suitability of Buyerís designs or installation
procedures. If any products are
manufactured or sold by Seller to meet Buyerís particular specifications or
requirements and are not part of Sellerís standard line offered by it to the
trade generally in the course of Sellerís business, Buyer agrees to defend,
protect and save harmless Seller against all suits at law or in equity and from
all damage, claims and demands for actual or alleged infringement of any United
States or foreign Letters Patent and to defend any suit or action which may be
brought against Seller for any alleged infringement because of the manufacture
or sale of the products covered hereby.
19. CERTIFICATIONS: All
certification and verifications related to products (and the documentation
associated therewith), including, but not limited to, certifications for
testing and re-verification of products, shall be and remain the property of
20. DISCLOSURE OF INFORMATION:
Any information, suggestions, or ideas transmitted by Buyer to Seller in
connection with the performance hereunder shall not be deemed a secret or
confidential or submitted in confidence to Seller, except as may be
specifically agreed to in writing by Seller.