TERMS & CONDITIONS

  •   The following terms and conditions are applicable to the sale of all goods, merchandise or services of any kind by VISTA PIPE & SUPPLY, LLC. (“Seller”), including, without limitation, the shipment or distribution of same by Seller. Such terms and conditions, and the terms and conditions shown on the face of this invoice or contract (collectively, the “Contract”) may not be altered without the express written agreement of Seller, signed by an authorized agent of Seller.
  •  Price; Payment; Security Interest; Taxes. All prices quoted are subject to change without notice, and are payable in accord with the terms specified on the face of this Contract. Unless otherwise specified, payment is due net thirty (30) days from the invoice date, in U.S. currency and readily available funds. Seller is entitled to charge interest on any such payments not timely made in accordance with such terms, at the lower of the rate set forth in such terms or the highest lawful rate. Buyer is not entitled to withhold payment of any amount payable hereunder because of any disputed claim of defective goods, any other alleged breach of contract, or any disputed amount allegedly owed to Buyer by Seller. “Buyer” means the person, firm, company or other entity who purchases or purports to purchase the applicable goods or services from Seller. Seller retains, and Buyer hereby grants, a purchase money security interest in any goods delivered hereunder until Buyer has paid the purchase price in full. Any tax or other government charge now or hereafter levied on or in respect to the sale, use, storage or shipment of goods or services ordered, sold or delivered hereunder shall be charged to and paid by the customer, including, without limitation, any sales, use, value added, or ad valorem taxes.
  • Bankruptcy; Creditors; Possession. Unless and until the purchase price has been paid in full, Buyer’s right to possession of the applicable goods shall terminate immediately if (i) Buyer files for protection under 28 U.S.C. § 101 et. seq., with the exception of a voluntary petition for relief and reorganization under Chapter 11 of the Bankruptcy Code, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of Buyer; or (ii) Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under this Contract or any other contract between Seller and Buyer; or (iii) Buyer encumbers or in any way charges any of the applicable goods. If the purchase price has been paid in full, Seller’s right to possession of the applicable goods shall terminate immediately if (i) Seller files for protection under 28 U.S.C. § 101 et. seq., with the exception of a voluntary petition for relief and reorganization under Chapter 11 of the Bankruptcy Code, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of Seller or for the granting of an administration order in respect of Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of Seller; or (ii) Seller suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between Seller and Buyer; or (iii) Seller encumbers or in any way charges any of the Goods.
  • Delivery; Damages; Shortages; Inspections. Dates or periods for delivery are approximate and are given for information only and shall not under any circumstances be essential terms. Any delay in delivery shall not constitute a breach of contract and shall not entitle Buyer to avoid this Contract or to any other remedy. Seller is not liable for any delay in delivery, or failure to deliver, goods or services against any order, or any other failure to perform hereunder, or for any damages suffered in respect thereto, when such delay or failure is directly or indirectly the result of causes or events beyond Seller’s control (whether or not foreseeable), including, without limitation, accident (in manufacture or otherwise), fire, flood, riot, war, terrorist attack, embargo, strikes, lock-outs, industrial disputes, labor shortages, inadequate transportation facilities, equipment breakdowns, shortages in or significant increases in the price of fuel, materials or supplies, acts, orders, laws or regulations imposed by government authority, late receipt of Buyer’s specifications or other necessary information, or any similar cause or event beyond Seller’s control (whether or not foreseeable). Buyer shall take delivery of the applicable goods pursuant to the shipping terms noted on the face of this Contract. If not so noted, Buyer shall take delivery of the applicable goods EX WORKS at the designated facility of Seller or the applicable mill or processor. Whenever delivery of goods is by independent carrier, delivery to the initial carrier shall constitute delivery to the customer and the responsibility of Seller ceases upon delivery in good order to such carrier. All goods delivered by independent carrier are shipped at the customer’s risk. If goods are received visibly damaged, written confirmation of the damage should be obtained from the agent of the carrier on the freight bill or delivery ticket. If damage is discovered after unpacking, the carrier should be notified at once so that inspection can be made and the carrier’s notation made on the freight bill or delivery ticket, or inspection report obtained, to assist in substantiating the damage claimed. Seller will cooperate in presenting customer’s claims against the carriers, provided notice is received within 15 days after receipt. In localities where Seller handles shipment, delivery will be effected at the customer’s receiving point, and responsibility ceases upon such delivery in good order. If goods received are visibly damaged, the damage should be pointed out to the trucker and notation entered of the packing slip or delivery ticket. Buyer shall be deemed to have accepted delivery of such goods unless Buyer gives Seller written notice within 15 days after receipt. Loss or damage in transit shall be the responsibility of the carrier. Shortages and damages must be reported in writing within such 15-day period. Any field inspection of oilwell casing, tubing or drill pipe hereunder shall be carried out strictly in accordance with the requirements of API Recommended Practice 5A5 “Field Inspection of New Casing, Tubing and Drill Pipe” (latest edition at date of the Contract). In case of dispute, such inspection shall be carried out by a third‑party inspector approved in writing by Seller or the applicable mill or processor. Buyer agrees to handle all oilwell casing, tubing or drill pipe in accordance with good industry practice and API Publication RP 5C1, Care and Use of Casing and Tubing, including, without limitation, Section 6.3 thereof (regarding storage).
  • Storage. At Buyer’s request, Seller may store the goods until actual delivery at Buyer’s sole risk for up to 1 year. Except as otherwise shown on the face of this Contract, Buyer will be liable for all related costs and expenses of such storage, including without limitation storage costs, inspection costs, insurance, ad valorem taxes and other additional taxes. Payment is due net thirty (30) days from the invoice date for any such costs and expenses, in U.S. currency and readily available funds. Buyer is advised material stored with running compounds on the connections may only withstand the corrosive effects of the environment for as little as 90 days and no longer than 1 year. Buyer should inspect and evaluate the threaded connections on all pipe stored for buyer’s account longer than 90 days, and periodically clean, redope and repack all such pipe or other materials, particularly if the warranty from the mills or processors has expired. Buyer is solely responsible, at Buyer’s expense, for all inspections and maintenance of stored pipe and other goods. Buyer is solely responsible for and accepts all risks of any and all damages to such pipe and other goods during such storage, including without limitation rust and pitting. SELLER CANNOT ACCEPT RESPONSIBILITY FOR AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE CONDITION OF PRODUCT FOR WHICH POSSESSION REMAINS WITH SELLER. BUYER HEREBY WAIVES ANY AND ALL CLAIMS OR LIABILITY OF SELLER IN RESPECT TO SUCH STORAGE.  Seller will not under any circumstances be responsible for storage of pipe or other goods for more than 1 year. Seller may at any time, on 30 days prior written notice to Buyer, require that Buyer, at Buyer’s sole expense, either (i) transfer such pipe or other goods in place, by placing it in Buyer’s name at the existing storage facility, or (ii) remove such pipe or other goods from such facility, by shipping it to a new location of Buyer’s choosing. Such written notice from Seller shall include a schedule of the pipe or other goods which are the subject of and affected by such notice. At any time following the expiration of such 30-day period, Seller may, at Buyer’s expense and without any further notice to Buyer, scrap or otherwise remove from storage all such pipe or other goods not transferred or removed by Buyer pursuant to such notice. Buyer will not be entitled to any refund or reimbursement for such scrapped or removed product.
  • Returns. Seller will not accept return of any goods without the prior consent of Seller and the responsible carrier, mill or processor, subject to (i) further inspection, (ii) handling and freight charges, and (iii) the then applicable return and refund policies of Seller or the applicable mill or processor. All excess pipe and other goods returned to Seller as “rig returns” from a well site must in all events be returned to Seller within 30 days of the original ship date of such pipe or other goods.
  • Warranty; Limitation of Liability. Seller only agrees to provide the goods as described on the face of this Contract. THERE ARE NO OTHER WARRANTIES BY SELLER IN RESPECT TO THE GOODS OR SERVICES DELIVERED HEREUNDER OR DESCRIBED ON THE FACE OF THIS INVOICE. goods furnished by Seller will only carry the applicable warranties of any manufactures, end finisher, tester and/or furnisher of the particular goods. Seller will pass on to its customers all benefits realized under whatever warranty, if any, which may be extended by the manufactures, end finisher, tester and/or furnisher of the particular goods. This undertaking to pass on the benefits of such warranties is in lieu of all warranties, express or implied, and also other liability or responsibility of any kind whatsoever with respect to goods or services sold or provided by Seller. Seller does not make any warranties for, or guarantee, any non-API, secondary, mill reject, fabricated, reconditioned or used tubular goods sold. There are absolutely no guarantees for the foregoing products, (or any other goods received in connection with) either express or implied, and ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED, and all such products are sold on an “AS IS, WHERE IS”, basis. New API tubulars are only guaranteed in accordance with the manufacturer’s published warranties and end finishing and testing work are guaranteed only in accordance with the warranties provided by the end finisher and/or tester. As such, all benefits of such warranties shall be passed on by Seller to its customers and Seller shall not in any way or at any time be liable for any such warranties. Seller’s total liability in contract or tort arising in connection with the performance or contemplated performance of this Contract, including, without limitation negligence, breach of statutory duty, misrepresentation or otherwise, shall be limited to the lower of (i) US $20,000 or (ii) the price of the defective goods or services in question. Seller shall be under no liability to Buyer whatsoever unless notice of any claim is given by Buyer in writing to Seller (such notice to contain reasonable details of the alleged claim) within 6 months of the date of delivery of the applicable goods or services. Seller shall in any event be discharged from all liability whatsoever and howsoever arising in respect of such goods or services unless court proceedings are brought within 12 months of the date of delivery thereof.
  • Indemnity. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all claims, losses, damages, causes of action, suits, judgments, contractual indemnity obligation and liability of every kind, including, without limitation, all expenses of litigation, court costs, and reasonable attorney’s fees, related in any way to Buyer’s acceptance or use of any goods provided to Buyer by Seller.
  •  Credit. It is understood that delivery may be withheld on orders pending credit approval, and even in the case of orders formally accepted, Seller shall not be liable to make delivery if, in its opinion, the customer’s ability to pay for the goods on the basis of these general terms and conditions covering sales is in doubt. Seller reserves the right to require payment prior to shipment.
  • Governing Law; Assignment; Successors. This Contract shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to any conflicts of law principles which would apply the law of another jurisdiction. Venue for any suit related hereto shall be in state or federal courts located in Harris County, Texas. Seller may assign this Contract or any part of it to any person, firm or company. Buyer shall not be entitled to assign this Contract or any part of it without the prior written consent of Seller. This Contract shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer, and the successors and assigns of Seller.
  • Invalidity. If any provision in these terms and conditions is held to be void, unenforceable, wholly or partly illegal, voidable, unreasonable or otherwise invalid by any court, tribunal or administrative body, in whole or in part, then the remaining terms and conditions shall continue to be enforced and binding to the fullest extent possible (including the remainder of any such unenforceable term or condition). Seller may assign its rights, titles, interests, duties and/or responsibilities under this Contract to any third party.