INTEGRATED PIPE SOLUTIONS, INC.

STANDARD TERMS AND CONDITIONS OF SALE

1. Application. The following Terms and Conditions apply to each supply by IPS to the Buyer of goods, materials or equipment (collectively and individually “Goods”). These Terms and Conditions supersede all terms and conditions provided by Buyer and all previous agreements, offers and proposals relating to the Goods, whether oral or written. No exception to, or variation or supplementation of these Terms and Conditions will be valid except as expressly agreed by IPS in a current written quotation or contract pertaining to a particular order of Goods.
2. Orders. All orders for Goods are subject to acceptance by IPS. Placement of an order constitutes full

acceptance by Buyer of these Terms and Conditions and creates a binding contract between Buyer and IPS on that basis.

3. Prices and shipping terms. All pricing is subject to change without notice. Prices do not include any taxes.  Taxes are to be paid by Buyer.  All sales are made FOB point of shipment.  In all cases, title and risk of loss or damage shall pass to Buyer upon delivery to the carrier at the point of shipment.  All items shown as freight allowed pertain to particular items and quantities.  Any requested change in order quantity, release schedule including partial releases, product processing requirements or other alteration from that originally quoted will be subject to price increase, additional freight charges and revision of delivery dates.  Goods held at the request of Buyer beyond the completion or delivery date will be invoiced at the date of completion and subject to additional fees for warehousing and all other expenses related to such holding or delay of shipment.  Prices may not include delivery and where noted delivery charges will be added to the prices quoted.  All labor or mechanical facilities required to unload shall be provided by Buyer without any cost to IPS.  All weights and dimensions are approximate.  Shipping tolerances on all orders are +/- 5% unless agreed to otherwise in writing.
4. Delivery. Factory shipping dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed shipping dates.  IPS shall not be liable for failure to deliver or for delay in delivery or performance due to causes beyond its reasonable control (i.e., acts of God, act or omission of buyer, act of civil or military authority, fire, labor difficulties, riot or other civil disturbance, insolvency or inability to perform by the manufacturer providing the products ordered, delay in transportation or any other commercial impracticability).  In the event of any such delay, the date for delivery or performance shall be extended for a period equal to the time lost by reason of delay.  If Buyer postpones delivery for more than thirty (30) days, Buyer agrees to pay reasonable storage fees.
5. Cancellation. No order may be cancelled or changed (in respect of specifications, shipping schedules or otherwise) except with IPS’s written consent and Buyer’s agreement to compensate IPS for all additional expenses and other losses incurred in connection therewith.
6. Payment and financial condition. Payment is due net thirty (30) days from invoice date for standard stock materials unless stated otherwise. Payment for lined, coated, engineered and fabricated products are done in progress payments of 10% due at time of order, 30% due at time bare material is sent into processing, 30% due at the time fabrication begins and the remaining balance is due when fabricated material is ready to ship.  Payment for lined and or coated materials are done in progress payments of 50% due when material ships to the coater and the balance is due when the coated material is ready to ship. Receipt of payment from Buyer’s customer, if any, shall not be a condition precedent to Buyer’s obligation to make payment to IPS. Retention is not allowed.  If, in the judgment of IPS, Buyer’s financial condition at the time of manufacture or shipment does not justify the terms of payment specified, IPS reserves the right to require payment or other adequate assurance of performance before manufacture or shipment.  IPS reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. IPS may suspend shipment of any products whenever Buyer is in default under this or any other contract between IPS and Buyer. Any costs incurred by IPS as a result of suspending or interrupting performance shall be paid by Buyer. Buyer agrees to pay a service charge of 1½% per month (18% per annum) or the maximum lawful rate, whichever is less, on all past due amounts.  In the event of legal action, Buyer agrees to pay IPS’ attorney’s fees and costs of collection.
7. Limited warranties. IPS’ SOLE WARRANTY TO BUYER IS TO USE COMMERCIALLY REASONABLE EFFORTS TO HAVE THE APPLICABLE PRODUCT MANUFACTURER REPAIR OR REPLACE PRODUCTS WHICH EITHER MAY BE DEFECTIVE OR FAIL TO CONFORM TO PUBLISHED PRODUCT SPECIFICATIONS, CONSISTENT WITH EACH MANUFACTURER’S WARRANTY OBLIGATIONS. IN NO EVENT WILL IPS’ LIABILITY UNDER THIS SECTION EXCEED THAT ADJUSTMENT PROVIDED IPS BY MANUFACTURER. Copies of manufacturer’s warranty will be furnished upon request.  Any claim under this warranty section must be made by Buyer to IPS in writing within five (5) days of Buyer’s receipt of product.  Buyer’s failure to notify IPS of such defect or non-conformity as required herein shall bar Buyer from recovery under this warranty. EXCEPT AS TO TITLE, THERE ARE NO OTHER WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY RELATING TO THE DESCRIBED PRODUCTS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.
8. Claims. Buyer shall notify IPS, in writing, of any claims for non-conformity, shortages, errors in shipment or errors in charges within five (5) days after receipt of products. Failure to provide IPS with said written notice shall constitute conclusive evidence that Buyer has accepted the products and waived any right to reject the products. Products may not be returned without IPS’ prior written authorization. Non stock, fabricated and lined and coated material cannot be returned. IPS shall be afforded a reasonable opportunity to investigate any claim and inspect returned products. Acceptance of said claim and returns is at IPS’ sole discretion.  Buyer may not offset payment to IPS for claims or returned products until IPS has issued a Credit Memo to Buyer, nor may such payment offset exceed the amount of the related Credit Memo.
9. Limitation of liability. Subject to limitations on warranty and other claims set forth herein, IPS’ liability on any claim for loss or damage arising out of a contract, with Buyer or from Buyer’s Purchase Order pertaining to the alleged performance or breach of such contract, or connected with the supplying of any products, or their sale, resale, operation or use, shall not exceed the price allocable to such products or part thereof involved in the claim. IPS SHALL NOT IN ANY EVENT BE LIABLE, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHER GROUNDS FOR LABOR CHARGES, IN AND OUT CHARGES, SPECIAL, CONSEQUENTIAL, INCIDENTAL, LIQUIDATED OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED PRODUCT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF BUYER’S CUSTOMERS, FOR SUCH DAMAGES.
10. Hazardous business. Unless otherwise agreed in writing, products sold hereunder are not intended for use in connection with any hazardous activity or any other critical application where failure of a single component could cause substantial harm to persons or property. If so used, IPS disclaims all liability for any damage, contamination or other injury and Buyer shall indemnify and hold IPS harmless from such liability, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds.
11. Improper act of buyer. Buyer shall indemnify, defend, and hold IPS harmless from any claim, liability, damages, lawsuits, and costs (including attorneys’ fees), whether for personal injury, property damage or other, brought by or incurred by Buyer, Buyer’s employees, Buyer’s customers, or any other person, arising out of improper selection, application or use of products purchased from IPS.
12. Cancellation and returned goods. Orders placed by Buyer may not be cancelled without IPS’ prior written consent. The amount of credit, if any, allowed to Buyer for returned products shall be at the sole discretion of IPS. In the event of cancellation without IPS’ consent, IPS shall be entitled to recover any and all damages suffered by IPS.
13. Assignment. Buyer’s assignment of any or all of Buyer’s duties or rights hereunder, without IPS’ prior written consent, shall be void.
14. Price change. Prices quoted are subject to change due to changes in export related subsidies, rebates and/or tax in the country of product origin, as well as imposition of US countervailing duties pertaining to anti-dumping charges.
15. General. All orders are subject to acceptance by IPS. Any representation, affirmation of fact and course of dealings, promise or condition in connection herewith or usage of trade not incorporated herein, shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding upon IPS unless specifically assented to in writing by IPS. IPS’ waiver of any breach shall not be considered a waiver of any other or future breach or of IPS’ other rights. The validity, performance, interpretation and enforcement of this agreement shall be governed by the laws of California. Any legal action filed as a result of IPS’ sale of products may be commenced in Sacramento, California.