Sales Terms and Conditions

Revision 2026-09-20.2. This revision applies prospectively when published and incorporated into a new accepted order. It does not amend previously accepted orders without the parties' written agreement. Request the applicable version at sales@gulfpolypipe.com.

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 and the Shipping and Delivery, Returns, Cancellations and Claims, and Commercial Credit policies incorporated into the accepted order. The specific subject-matter policy applies to its subject, consistently with 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.

Before acceptance, Gulf Poly Pipe may correct quotation errors or issue a revised quotation for changed specifications, quantity, delivery, freight, taxes or supplier cost. After acceptance, changes and error corrections follow Section 6 and require the applicable written agreement.

3. Purchase orders and order acceptance

A Customer purchase order is a request to purchase. Gulf Poly Pipe's order process requires a written Order Acknowledgment identifying the final commercial terms and the Customer's written acceptance of those terms before Gulf Poly Pipe makes an irreversible supplier commitment or releases material.

The Order Acknowledgment must identify the quotation and revision, Customer entity, products and quantities, specifications and required documents, payment milestones, delivery destination, freight allocation, risk-transfer point, estimated lead time and its starting conditions, and any NCNR line items and commitment trigger. An email expressly accepting the identified Order Acknowledgment may document acceptance; an automated receipt, draft invoice, RFQ, purchase-order receipt, or payment alone is not that acceptance.

If the acknowledgment differs from the Customer's purchase order, Gulf Poly Pipe will request express written agreement to the differences before proceeding. Unresolved conditions are not authorization to commit material. Any effect of conduct or mandatory law on contract formation is not excluded by this administrative process.

Gulf Poly Pipe may make performance conditional on the payment, credit approval, supplier confirmation, final specifications, submittals and delivery information expressly identified in the accepted acknowledgment.

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

The accepted Order Acknowledgment must identify the ordered specifications, approved manufacturer where required, required certificates, and any incorporated quotation or submittal by date and revision. Gulf Poly Pipe must resolve discrepancies with the Customer before supplier commitment; an acknowledgment does not silently remove an agreed specification.

Domestic origin, BABA, Buy America, ARRA or other project-compliance requirements must be disclosed before acceptance and supported by supplier or manufacturer confirmation applicable to the order. A general domestic-origin statement is not a substitute for a project-specific certification. Gulf Poly Pipe will not substitute a manufacturer, specification or required certification without written Customer approval.

Lot-specific certificates and test reports may become available only after production or allocation. The acknowledgment must state the expected documentation milestone and any required hold before shipment. If required evidence cannot be provided, Gulf Poly Pipe will notify the Customer before release to agree an alternative or resolve the affected order. General illustrations do not override an expressly agreed product description or rights that applicable law preserves.

6. Prices and adjustments

Prices are in U.S. dollars. Before acceptance, changes in supplier pricing, availability, freight, taxes, specifications or delivery requirements may require a revised quotation.

After acceptance, the agreed price controls except for a documented adjustment mechanism expressly accepted in the Order Acknowledgment, Customer-approved changes, or applicable taxes and government charges allocated by the accepted agreement. A general reference to market conditions is not an unlimited right to increase the price.

Gulf Poly Pipe will give written notice of the reason, evidence, amount and affected items for a proposed adjustment. An increase outside an accepted adjustment mechanism requires the Customer's written agreement; a later invoice does not establish that agreement. If the parties cannot agree, they will resolve the affected undelivered portion under the applicable cancellation or inability-to-perform provisions without treating rejection of an unagreed increase as Customer cancellation by itself.

Clerical errors identified after acceptance must be disclosed and resolved in writing before shipment rather than corrected through a unilateral material change.

7. Payment terms

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

Payment terms and milestones in the accepted Order Acknowledgment, subject to the signed agreements described in Section 1, control. An invoice records those terms and does not unilaterally change them. 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.

Required cleared prepayment, deposit or specifically approved available credit must be in place before an irreversible supplier commitment, not merely before shipment. Any staged-payment exception must identify the amounts, due events and approved exposure in writing. No automatic credit terms arise from a prior prepaid purchase.

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.

A sales-tax permit or permit number alone is not a resale certificate. Exemption must be applicable to the particular purchase and jurisdiction; contractor status or a project name alone does not establish exemption. Gulf Poly Pipe may request supporting project information, decline an unsupported certificate, and collect applicable tax. This allocation does not eliminate Gulf Poly Pipe's own statutory obligations or transfer penalties attributable to its own failure to comply.

10. Shipping and delivery

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

Delivery is coordinated to the destination stated in the accepted quotation or Order Acknowledgment.

Unless the accepted Order Acknowledgment expressly provides destination-risk delivery, independent-carrier shipments are FOB shipping point at the identified dispatch origin, including an approved supplier or manufacturer origin for direct shipments. Risk of loss passes when conforming goods are duly delivered to that carrier. Freight included, prepaid freight and delivery coordination do not change this allocation. The Shipping and Delivery Policy governs exceptions and claims.

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 arrange reasonable partial or multi-origin shipments consistent with the accepted delivery plan. Each shipment may be invoiced according to the agreed payment schedule.

Additional freight caused by a Customer-requested split, acceleration, postponement or destination change must be disclosed and approved in writing before implementing the change. A split chosen by Gulf Poly Pipe or its supplier does not automatically increase an agreed included-freight price. Additional charges require an existing express allocation in the accepted order or a written change accepted by 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.

NCNR restrictions apply only to line items expressly identified and accepted as noncancelable/nonreturnable before the disclosed irreversible supplier-commitment trigger occurs. Gulf Poly Pipe will retain evidence of that commitment. Mill-direct, special-order, custom, reserved or unusually large items must be reviewed for this designation; their category alone is not a blanket NCNR notice. NCNR does not eliminate remedies for Gulf Poly Pipe's nonconforming supply, applicable manufacturer warranties or nonwaivable rights.

Approved cancellation charges must be reasonably attributable, documented and nonduplicative, with available supplier refunds, avoided costs and applicable recoveries credited in the settlement. A deposit is not automatically forfeited merely because it is called a deposit.

Unauthorized cancellation, refusal of conforming goods, or failure to pay may constitute breach. Gulf Poly Pipe reserves lawful remedies, subject to applicable mitigation, credits and the prohibition on double recovery. A request to cancel does not itself release the Customer from an accepted NCNR commitment; any release or settlement must be confirmed in writing.

See the Returns, Cancellations and Claims Policy.

13. Inspection, shortages, and damage

The Customer must inspect material at delivery.

Visible damage, shortage, incorrect quantity, or obvious product discrepancy must be noted on the bill of lading or delivery receipt 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.

For visible discrepancies, contact Gulf Poly Pipe the same day where practicable so evidence can be forwarded promptly. This operational request does not replace the two-business-day documentation provision or shorten rights concerning latent defects.

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.

The manufacturer's warranty decision is separate from Gulf Poly Pipe's obligation to address its own supply of goods that do not match the accepted order and losses allocated to Gulf Poly Pipe under the agreed delivery terms. Those claims are not treated as convenience returns or made contingent solely on supplier reimbursement.

16. Disclaimer of additional warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GULF POLY PIPE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OTHER WARRANTIES NOT EXPRESSLY UNDERTAKEN IN THE ACCEPTED AGREEMENT. This does not negate an agreed product description, express warranty that applicable law preserves, lawful title obligations, or an available manufacturer warranty. A manufacturer's warranty is its obligation and is not an additional warranty by Gulf Poly Pipe.

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.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GULF POLY PIPE'S AGGREGATE LIABILITY ARISING FROM A CLAIM WILL NOT EXCEED THE PRICE PAID OR PAYABLE TO GULF POLY PIPE FOR THE SPECIFIC GOODS OR SEPARATELY CONTRACTED SERVICES GIVING RISE TO THAT CLAIM. Related claims do not multiply this cap. No provision excludes liability that cannot lawfully be excluded, including any legally nonexcludable liability for fraud, gross negligence or willful misconduct. Express obligations in a controlling signed agreement remain controlling.

For a substantiated claim that Gulf Poly Pipe supplied goods inconsistent with the accepted order, Gulf Poly Pipe may, within a reasonable time, provide conforming replacement, arrange an agreed repair, or refund the price paid for the affected goods and cancel their unpaid price. Return instructions and reasonable inspection apply; Gulf Poly Pipe bears reasonable return and replacement freight for its confirmed supply error. These are the agreed remedies to the extent lawful; mandatory remedies and a remedy's failure of essential purpose remain subject to applicable law. Manufacturer-only warranty claims follow Section 15.

The Customer may not impose project liquidated damages, field-service obligations, expedited freight or contractor backcharges on Gulf Poly Pipe unless an authorized representative expressly accepted that obligation in writing. Except for reasonably necessary emergency mitigation or nonwaivable rights, the Customer must notify Gulf Poly Pipe and allow a reasonable opportunity to inspect and cure before undertaking corrective work at Gulf Poly Pipe's expense. Customer project deadlines alone do not create a performance guarantee.

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 indemnify Gulf Poly Pipe against third-party claims, losses and reasonable defense costs to the extent caused by the Customer's or its controlled contractors' negligence, willful misconduct, breach, unsafe unloading, improper installation, modification or misuse. This does not require indemnity for Gulf Poly Pipe's own negligence or misconduct. Gulf Poly Pipe must provide prompt notice and reasonable cooperation; no settlement may admit fault or impose nonmonetary duties on Gulf Poly Pipe without its written consent.

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.

Gulf Poly Pipe will notify the Customer promptly after learning of a material delay, identify affected items and available options, and provide updates when material information changes. Where available, the parties may agree in writing to revised timing, alternative conforming supply or partial fulfillment.

If Gulf Poly Pipe determines that it cannot supply an affected undelivered item, it will notify the Customer and account for and refund amounts paid for that item and unperformed associated services. Customer-requested cancellation of an otherwise performable committed order remains subject to Section 12. Any prolonged interruption will be reviewed with the Customer for a written resolution; this clause does not authorize indefinite retention of payments for supply Gulf Poly Pipe cannot perform or remove rights provided by law.

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.

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