Sales Terms and Conditions

These Sales Terms and Conditions (“Sales Terms”) apply to quotations, order acknowledgments, invoices, sales, and deliveries of products by Gulf Poly Pipe LLC (“Gulf Poly Pipe,” “Seller,” “we,” “us,” or “our”) to the business customer identified in the applicable quotation, purchase order, invoice, or Order Acknowledgment (“Customer” or “Buyer”).

These Sales Terms are intended for business-to-business transactions. A separately negotiated written agreement signed by authorized representatives of both parties will control over any conflicting provision in these Sales Terms.

1. Scope and controlling documents

Each transaction may include a Gulf Poly Pipe quotation, the Customer’s purchase order, a Gulf Poly Pipe Order Acknowledgment, an invoice, applicable product documentation, and these Sales Terms.

If documents conflict, the following order of precedence applies unless a signed agreement states otherwise:

1. A separately negotiated agreement signed by both parties.
2. Gulf Poly Pipe’s written Order Acknowledgment.
3. Gulf Poly Pipe’s quotation.
4. These Sales Terms.
5. The Customer’s purchase order, excluding conflicting or additional terms not expressly accepted by Gulf Poly Pipe.

Terms printed or incorporated into a Customer purchase order do not modify Gulf Poly Pipe’s terms unless an authorized Gulf Poly Pipe representative expressly accepts the modification in writing.

2. Quotations

Unless the quotation states a different period, quotations expire seven calendar days after the quotation date.

A quotation is an invitation to place an order and is not a product reservation or binding commitment. Prices and availability remain subject to supplier confirmation until Gulf Poly Pipe accepts the order.

Gulf Poly Pipe may correct typographical, clerical, mathematical, or descriptive errors before shipment. Changes to quantity, specification, delivery location, delivery timing, freight, taxes, duties, tariffs, mill surcharges, or supplier cost may require a revised quotation.

3. Purchase orders and order acceptance

A Customer purchase order is an offer to purchase under these Sales Terms. Gulf Poly Pipe may accept or reject any order.

No order is binding until Gulf Poly Pipe:

• issues a written Order Acknowledgment;
• confirms acceptance in another written communication; or
• releases the applicable material for shipment,

whichever occurs first.

An automated email, website submission confirmation, quote request, invoice draft, or receipt of a purchase order does not by itself constitute order acceptance.

Gulf Poly Pipe may condition acceptance on payment, credit approval, supplier confirmation, product availability, approved submittals, documentation, freight arrangements, and final delivery information.

4. Customer verification duties

Before authorizing an order, the Customer must verify all material and project requirements, including:

• nominal size and outside-diameter basis, including IPS or DIPS;
• DR or SDR;
• material designation and resin requirements;
• pressure class or pressure rating;
• applicable ASTM, AWWA, API, NSF, FM, UL, or project-specific standards;
• joint length, coil length, color, stripe, marking, and quantity;
• fittings, accessories, and fabrication details;
• application and service conditions;
• delivery location, access, unloading, and required-on-site date;
• domestic-origin, BABA, ARRA, Buy America, or other funding requirements; and
• submittals, certificates, test reports, or manufacturer documentation.

The Customer is responsible for ensuring that the ordered products are suitable for the intended design, installation, and application. Gulf Poly Pipe is a distributor and does not provide engineering, design certification, or professional project approval unless expressly agreed in a separate signed service agreement.

5. Specifications, submittals, and certifications

Only specifications and certifications expressly identified in Gulf Poly Pipe’s accepted Order Acknowledgment are included in the sale.

Website descriptions, brochures, photographs, preliminary submittals, prior certifications, and general technical information are illustrative and may not apply to the material supplied under a specific order.

Statements concerning domestic origin, BABA, ARRA, Buy America, country of origin, approved manufacturer status, or project compliance are binding only when:

1. the requirement is stated in the accepted Order Acknowledgment; and
2. supporting documentation is available from the applicable manufacturer or supplier.

Lot-specific certificates, Certificates of Conformance, test reports, or mill documentation may not be available until after manufacture, allocation, or shipment.

6. Prices and adjustments

Prices are stated in U.S. dollars unless the quotation says otherwise.

Pricing is based on information, supplier availability, freight, market conditions, tariffs, duties, and governmental charges known at the time of quotation. Before shipment, documented changes outside Gulf Poly Pipe’s reasonable control may require a written price adjustment or revised Order Acknowledgment.

Gulf Poly Pipe will not make an arbitrary price change after acceptance. If a material cost change materially affects the order, Gulf Poly Pipe will notify the Customer and provide the available options, which may include acceptance of the revised price, modification of the order, or cancellation before supplier commitment or shipment, subject to any nonrecoverable costs already incurred.

7. Payment terms

New accounts are prepaid unless Gulf Poly Pipe approves written credit terms.

Payment terms shown on the accepted Order Acknowledgment or invoice control. Commercial credit terms are subject to:

• a completed credit application;
• verification of business information and references;
• an approved credit limit;
• continued satisfactory payment history; and
• Gulf Poly Pipe’s right to modify, suspend, or withdraw credit.

Gulf Poly Pipe may require a deposit, full prepayment, progress payment, COD, wire transfer, ACH, or other approved payment method for special orders, mill-direct material, large purchases, custom fabrication, or accounts without sufficient available credit.

Payment is not considered received until funds are finally available to Gulf Poly Pipe. Screenshots, remittance notices, or pending bank transactions do not constitute cleared payment.

The Customer may not offset or withhold undisputed amounts because of a separate dispute or because the Customer’s owner, contractor, project owner, or end user has not paid the Customer.

8. Past-due accounts

Any past-due account may be placed on credit hold. Gulf Poly Pipe may suspend further releases, deliveries, quotations, or orders until the account is brought current or satisfactory security is provided.

Subject to applicable law and the accepted transaction documents, past-due balances may accrue a service charge of the lesser of 1.5% per month or the maximum amount permitted by law.

The Customer is responsible for reasonable collection costs, including attorney fees and court costs, to the extent permitted by law and awarded or enforceable under the applicable agreement.

9. Taxes

Quoted prices exclude sales, use, excise, and similar taxes unless expressly stated otherwise.

The Customer must provide a valid and properly completed resale or exemption certificate before Gulf Poly Pipe treats a transaction as exempt. If a taxing authority later determines that tax was due because a certificate was invalid, incomplete, expired, or inapplicable, the Customer remains responsible for the tax, interest, penalties, and related assessments attributable to the Customer’s claimed exemption.

10. Shipping and delivery

Shipping, delivery, pickup, freight, unloading, title, and risk-of-loss terms are governed by the accepted quotation, Order Acknowledgment, and the Shipping, Delivery and Pickup Policy.

Unless the accepted Order Acknowledgment states otherwise:

• Customer-arranged pickup is FOB Shipping Point.
• Customer-arranged freight is FOB Shipping Point.
• For a delivered order, risk of loss passes when the material is delivered at the stated delivery location and made available for unloading.

Delivery dates and lead times are estimates unless Gulf Poly Pipe expressly guarantees a date in a signed writing.

11. Partial shipments

Gulf Poly Pipe may make partial shipments when reasonably necessary due to mill production, product availability, truck capacity, multiple shipping origins, or project schedule.

Each shipment may be invoiced separately. Additional freight caused by a Customer-requested split, acceleration, postponement, or location change may be charged to the Customer.

12. Changes and cancellations

After order acceptance, the Customer may not cancel, postpone, or modify an order without Gulf Poly Pipe’s prior written approval.

The Customer is responsible for all nonrecoverable costs caused by an approved cancellation or change, including:

• supplier cancellation charges;
• restocking charges;
• fabrication or production costs;
• freight, redelivery, storage, detention, and handling;
• price differences;
• administrative costs reasonably attributable to the change; and
• material already committed, produced, cut, allocated, or shipped.

Mill-direct, special-order, custom-fabricated, cut-to-length, nonstandard, reserved, or unusually large-quantity products may be noncancelable and nonreturnable after Gulf Poly Pipe commits the order to a supplier.

See the Returns, Cancellations and Claims Policy.

13. Inspection, shortages, and damage

The Customer must inspect material at pickup or delivery.

Visible damage, shortage, incorrect quantity, or obvious product discrepancy must be noted on the bill of lading, delivery receipt, or pickup document before the driver or carrier departs.

The Customer must send written notice, photographs, and supporting documents to Gulf Poly Pipe within two business days after receipt. Failure to provide prompt documentation may limit Gulf Poly Pipe’s ability to pursue a carrier or supplier claim.

Concealed manufacturing defects are governed by the applicable manufacturer warranty and are not waived solely because they could not reasonably be discovered during delivery inspection.

14. Returns

No product may be returned without Gulf Poly Pipe’s prior written Return Material Authorization (“RMA”).

Return eligibility is governed by the Returns, Cancellations and Claims Policy. Approval may depend on product condition, supplier approval, freight, restocking charges, and whether the product is standard and resalable.

15. Manufacturer warranties

Gulf Poly Pipe is a distributor and generally does not manufacture the products it sells.

Products manufactured by third parties are covered only by the warranties, if any, offered by the applicable manufacturer. To the extent permitted, Gulf Poly Pipe will pass through available manufacturer warranties and reasonably assist the Customer in submitting a supported warranty claim.

The manufacturer, not Gulf Poly Pipe, determines whether a product qualifies for repair, replacement, credit, or other warranty relief.

16. Disclaimer of additional warranties

Except for an express written warranty stated in an accepted Order Acknowledgment or an applicable manufacturer warranty passed through to the Customer, Gulf Poly Pipe disclaims all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement.

The Customer acknowledges that product selection, engineering approval, installation, fusion, testing, operation, and compliance with project requirements are outside Gulf Poly Pipe’s control unless separately contracted in writing.

17. Limitation of liability

To the maximum extent permitted by law, Gulf Poly Pipe will not be liable for indirect, incidental, special, exemplary, punitive, consequential, or liquidated damages, including:

• lost profit or revenue;
• loss of use;
• project delay;
• owner or contractor backcharges;
• liquidated damages under another contract;
• equipment standby;
• excavation;
• installation, removal, or reinstallation labor;
• business interruption; or
• damage resulting from improper handling, storage, fusion, installation, testing, or use.

Gulf Poly Pipe’s aggregate liability arising from a product or transaction will not exceed the amount paid to Gulf Poly Pipe for the specific product giving rise to the claim.

Nothing in these Sales Terms excludes liability that cannot legally be excluded.

18. Customer responsibility and indemnity

The Customer is responsible for safe transportation, unloading, storage, handling, fabrication, fusion, installation, testing, operation, and use after risk of loss passes.

To the extent permitted by law, the Customer will defend and indemnify Gulf Poly Pipe against third-party claims arising from the Customer’s or another party’s transportation, handling, installation, modification, misuse, or application of the products, except to the extent finally determined to have resulted from Gulf Poly Pipe’s gross negligence or willful misconduct.

19. Force majeure and supplier delay

Gulf Poly Pipe is not liable for a failure or delay caused by events beyond its reasonable control, including:

• manufacturer or supplier delay;
• resin or raw-material shortage;
• production interruption or allocation;
• carrier shortage;
• transportation disruption;
• fire, flood, severe weather, natural disaster, or accident;
• labor disruption;
• war, terrorism, civil unrest, or government action;
• tariff, embargo, or import/export restriction;
• utility, port, rail, or communication interruption; or
• another force majeure event affecting Gulf Poly Pipe or its supplier.

Payment obligations for material already delivered are not excused by force majeure.

20. Intellectual property and manufacturer materials

Manufacturer drawings, specifications, certifications, photographs, data sheets, and trademarks remain the property of their respective owners. The Customer may use supplied documentation only for the applicable project, approval, installation, operation, or maintenance purpose.

21. Compliance with law

Each party is responsible for compliance with laws applicable to its own activities. The Customer is responsible for permits, site rules, installation codes, safety requirements, and project approvals applicable after delivery or pickup.

22. Governing law and venue

These Sales Terms and transactions governed by them are interpreted under the laws of the State of Texas, without regard to conflict-of-law principles.

Unless a signed agreement states otherwise, exclusive venue for a dispute will lie in the state or federal courts located in Harris County, Texas, and each party consents to that jurisdiction and venue.

23. Severability, nonwaiver, and assignment

If a provision is held unenforceable, the remaining provisions remain in effect, and the affected provision will be enforced to the maximum lawful extent.

A delay or failure to enforce a right is not a waiver of that right.

The Customer may not assign an accepted order without Gulf Poly Pipe’s prior written consent. Gulf Poly Pipe may assign receivables or payment rights to a financing or factoring provider.

24. Electronic communications and signatures

The parties may conduct business through email, electronic documents, electronic signatures, and electronic payment instructions, subject to reasonable verification procedures.

Changes to bank instructions must be independently verified using a known telephone number. Gulf Poly Pipe is not responsible for losses caused by the Customer’s failure to verify fraudulent payment instructions.

25. Entire agreement

The controlling transaction documents identified in Section 1 constitute the complete agreement for the sale and supersede prior oral or written discussions concerning the same order.

26. Contact

Questions concerning these Sales Terms should be directed to:

Gulf Poly Pipe LLC
Houston, Texas
Email: sales@gulfpolypipe.com
Phone: (346) 620-3993