GENERAL TERMS AND CONDITIONS
All prices are offered in US dollars and do not reflect costs of any type of tax (tax costs). The prices quoted are based on the total quantity contained in the offer submitted by TEKNACORP. If the quantities awarded vary, TEKNACORP reserves the right to quote again according to the material awarded. The minimum value of an order is $1,000.00 (one thousand dollars), unless otherwise agreed with the buyer. If for any reason one or more of the materials are modified or added to the request, TEKNACORP reserves the right to adjust the prices according to said changes. All awarded Purchase Orders are subject to approval by TEKNACORP‘s Credit department when applicable. In the event that the Buyer/Customer fails to comply with the agreed commercial terms, TEKNACORP has the right to withhold all subsequent deliveries until the initial commercial terms of the Purchase Order are fulfilled by the Buyer/Customer or new commercial terms have been agreed.
- LINE OF CREDIT
In all cases, a Credit analysis will be applied by TEKNACORP to grant a Line of Credit to clients when they do not have an active line of credit and/or the payment indicated in the Purchase Order/Contract is different than 100% before Delivery.
Taking into account the foregoing, once a purchase order is received, TEKNACORP will send the Client the Application for the Granting of a Line of Credit; When this information is evaluated, a communication will be issued to the Client indicating the amount and time granted as a Line of Credit and the definitive payment terms that will govern the associated Purchase Order/Contract.
In the event that the Client has a Credit Line in force at the time of receiving a Purchase Order for an amount greater than the existing credit, payments must be up to date on all purchase orders in process at that time to obtain credit on that order specifically.
- DEFAULT INTEREST
In the event that the time granted as payment credit is exceeded by 1.5 times, default interest will be charged for the money owed at a rate of X% daily on the amount pending payment.
- STORAGE EXPENSES.
In the event that the client does not remove the material from the warehouse indicated by TEKNACORP on the established date, a grace period of 2 days will be given, after which storage costs will begin to be charged at the rate of XUSD per day per square foot (SF), which must be paid prior to the withdrawal of the merchandise.
TEKNACORP‘s acceptance of the purchase order will occur at the time the Buyer/Client receives the “Purchase Order Acceptance” document from TEKNACORP and the Payment Conditions have been agreed upon. Any provision that establishes that the essential delivery time for the supply is expressly rejected, since the material is subject to prior sale and this will be clearly stated in each offer. Delivery dates are based on existing warehouse quantities and inventories at the time of quoting and are subject to revision at the time of order/Purchase Order placement. The delivery dates offered are a forecast and are estimated from the date of “Acceptance of the Purchase Order” once all the technical clarifications have been resolved and the customer’s written approval of the plans (when applicable) is obtained. Title and ownership of Products shall pass to Buyer/Customer upon delivery of such Products to Buyer/Customer or Buyer/Customer’s authorized representative, and upon full payment for Products by Buyer/Customer. Buyer/Client to TEKNACORP or the agreed payment terms have been fully complied with.
3. TERMS OF DELIVERY
All materials are quoted under INCOTERMS Ex-Works / FOB conditions in our warehouse in Houston, Texas, USA unless another condition is specified in our quotation. TEKNACORP will deliver the materials once they are available at its Facilities or those of its allies and agrees to load the materials/products in the means of transport scheduled by the Buyer/Client unless otherwise stated in the Purchase Order and Acceptance of Purchase Order. Material quoted will be packed in accordance with TEKNACORP‘s standard packing and crating procedure. Any additional packaging and packaging requested by Buyer/Customer is the responsibility and will be additionally paid for by Buyer/Customer, unless otherwise agreed in writing by TEKNACORP.
4. PAYMENT TERMS
As set forth in TEKNACORP‘s quote, all accounts must be paid in US dollars, unless otherwise agreed in writing with TEKNACORP. Payments made in currencies other than US dollars will be free from the application of bank exchange rates, charges for bank charges, collection or other charges, than the value quoted in US dollars by TEKNACORP.
If the Buyer/Customer does not comply with the payment conditions or if TEKNACORP has sufficient information to doubt the financial responsibility, capacity or economic solvency of the Buyer/Customer, TEKNACORP may suspend, at its sole discretion, the production and/or or refuse to ship or deliver the Products, until receipt of cash or sufficient guarantee for TEKNACORP.
5. VALIDITY OF THE OFFER
Quotes will be valid for the number of days indicated in each offer. The validity of offers in cases of special metals, including stainless steel, will depend on the stability of price markers such as the London Metal Exchange. All products that are listed as in inventory or “stock” in warehouse are subject to prior sale.
6. CANCELLATION POLICY
No Purchase Order/Contract may be canceled by Buyer/Customer, except by written notice and payment to TEKNACORP of all expenses incurred by TEKNACORP in connection with the Purchase Order/Contract.
The export of the goods covered by these Terms and Conditions are subject to the control of United States Customs, in this sense the products of inventory (stock) of standard type materials will be subject to a twenty-five percent (25%) for re-entry to inventory and/or cancellation charge. Non-standard or stock manufacturing materials will be subject to up to a one hundred percent (100%) cancellation charge.
The following are the applicable rates for the Purchase Order/Contract cancellation charge, which are applied to the value of the Purchase Order/Contract per manufactured project and/or special engineering items at various stages of production:
6.1 After Acceptance of the Purchase Order and before the issuance of Engineering documents (Plans, Calculations or Designs). Cancellation Charge: 10%
6.2 After the start of engineering, but before the start of production. Cancellation Charge: 30%
6.3 After the start of production, but before the end of manufacturing. Cancellation Charge: 80%
6.4 After completion of manufacturing. Cancellation Charge: 100%
7. FORCE MAJEURE
If in an unforeseeable and irresistible event such as war, riots, fires, explosions, floods, or any other circumstance of any nature that is beyond TEKNACORP‘s control and that in any way affects TEKNACORP‘s ability to meet its delivery obligations, that the delivery is hindered, prevented or delayed TEKNACORP will be exonerated from all responsibility and reserves the right to postpone the delivery beyond the foreseen term.
If, as a result of force majeure, it becomes impossible or impractical for either party to carry out its obligations under the Purchase Order/Contract (with the exception of the obligation to pay existing financial obligations when due, in accordance with the provisions of the Purchase Order / Contract as well as these Terms and Conditions) in whole or in part, said obligations will be suspended to the extent necessary by said force majeure and during its permanence.
TEKNACORP warrants that the products purchased by the buyer shall:
(a) Comply with the specifications established in the corresponding Purchase Order/Contract.
(b) Shall be produced, and/or assembled in accordance with good design, engineering, manufacturing, and good technical work practices.
(c) Be in good condition.
(d) Comply, in all material respects, with all laws, regulations and orders applicable to its operations and performance applicable to the Purchase Order/Contract.
Products sold by TEKNACORP are warranted against defects in workmanship for a period of twelve (12) months after they are put into service, but not more than eighteen (18) months after delivery under the conditions set forth in the purchase order. purchase, when the products are properly installed per the manufacturer’s specifications and used within the service and pressure range for which they were manufactured. The total risk of loss will pass to the buyer at the time of delivery Ex-Works, port of destination in case of CIF or any other condition that demonstrates the change of ownership of the material.
The warranties described above are the exclusive warranties made by TEKNACORP with respect to defective products, and Buyer/Customer disclaims and TEKNACORP disclaims all other warranties, whether oral, written, express, implied or statutory, including but not limited to warranties of merchantability or fitness for a particular or intended purpose.
The remedies available to Buyer/Customer under this warranty provision are Buyer’s exclusive remedies with respect to defects, and all other remedies available to Buyer are exempt and excluded.
This warranty is limited to the replacement or repair of any material found to be defective in material or workmanship. Unauthorized use of components, modification not expressly authorized by TEKNACORP, and third party labor on products supplied by TEKNACORP voids this warranty in its entirety.
8.1 SUSPENSION OF THE GUARANTEE
In the event that the Buyer-Client withdraws/receives the material from TEKNACORP, leaving a remainder pending Payment according to the terms of Payment and Credit Line agreed upon and the time granted is exceeded by 30 days without having received the Payment in TEKNACORP, the Client accepts the total suspension of the Guarantee. Once the pending payment is corrected, the guarantee will be restored under the conditions initially agreed in number 8 of these Terms and Conditions. It should be clarified that the warranty time will not be suspended, it will run without interruption from the delivery/receipt of the material.
9. LIMITATION OF LIABILITY
TEKNACORP‘s liability under these Terms and Conditions or in respect of any product supplied or service performed pursuant to this agreement, whether by Purchase Order/Contract, tort, strict liability or otherwise, shall not exceed the price of purchase paid by the Buyer/Customer with respect to the same. In no event shall TEKNACORP be liable in contract, tort, strict liability or otherwise for special, indirect, incidental or consequential damages. This includes, but is not limited to, loss of anticipated profits or revenues, loss of use, failure to operate or increased equipment operating expenses, capital cost, or customer or purchaser claims for failure or delay in achieving profits. anticipated. TEKNACORP shall not be responsible for technical concepts provided by Buyer or third parties in connection with the design, installation or use of any product.
10. CONFIDENTIALITY AND INTELLECTUAL PROPERTIES
Confidential Information means the specifications, illustrations, drawings, certificates, designs, documentation, software, know-how, and everything that is identified as property of TEKNACORP is reserved and / or confidential, to be delivered or disclosed to the Buyer. /Customer related to a Purchase Order, but will not include any information acquired by TEKNACORP from third parties, which prohibit its disclosure, use or license. Buyer/Customer agrees to keep confidential and refrain from disclosing to any person, except Buyer/Customer employees who have a need to know, any confidential information related to any purchase order without the prior written consent of TEKNACORP. Buyer/Customer also agrees not to use the Confidential Information for purposes unrelated to the purchase order to which it is related. These restrictions will not apply to Confidential Information that:
(a) Buyer/Customer can demonstrate by written records that they are published or in the unrestricted public domain through no act or fault of Buyer.
(b) Buyer/Customer can demonstrate it was known to Buyer prior to disclosure by TEKNACORP, or thereafter becomes known by Buyer from any source (other than TEKNACORP) that it has an unrestricted right of disclosure.
11. LAW THE CONTROL
All questions regarding the validity and operation of these Terms and Conditions and the performance of the obligations imposed on the parties will be under the exclusive jurisdiction of the courts located in the County of Harris, State of Texas and will be governed by the laws of the Texas state.
The Purchase Order, together with these Terms and Conditions, including the attached documents incorporated and expressly referenced, constitute the entire agreement between the Buyer/Customer and TEKNACORP regarding the purchase and supply of the products and services, and supersedes all previous offers, awards, debates, negotiations and agreements related to the matter. TEKNACORP expressly waives all other terms and conditions, including all pre-printed terms that may appear on Buyer/Customer’s purchase order.
11.1 CRIMINAL ACTIONS
In the event that the client does not comply with the conditions agreed in the payment order established in the purchase order, once TEKNACORP has fully complied with its conditions, TEKNACORP reserves the right to take all legal actions to recover the debt by of its clients to achieve the recovery of the owed capital and cover the values associated with damages caused by non-payment of legal actions that can go as far as the seizure of the material supplied by TEKNACORP .
12. TECHNICAL NOTES AND EXCEPTIONS
12.1 It is the responsibility of the Buyer/Client to review with the end user any exception taken by TEKNACORP in its Offer. If, for any reason, there is a concern or need for clarification of any exception mentioned herein, please notify TEKNACORP. If no notification is made, it will be understood that the Buyer/Customer and/or the end user have accepted the aforementioned exceptions.
12.2 Neither coatings nor painting (internal and external) is being offered unless otherwise indicated in the offer. The materials in general conditions are supplied with a layer of base paint to protect the material during transport and receipt at the customer’s warehouse to be subjected to the final treatment required for its correct installation.
12.3 Not included in the offers:
– Installations, Services or Starting Equipment. (Assumed supplied by others)
– Site acceptance tests (Assumed supplied by others)
– Third Party Inspection
– Attestation, inspection or audits
Note: NO ADDITIONAL COMPONENTS, TESTS OR DOCUMENTATION ARE PROVIDED, UNLESS OTHERWISE INDICATED IN THE PARTICULAR OFFER IN EACH CASE.
– Standard documentation is included (where applicable): Material Test Reports (MTR), Hydrostatic test report. No other documentation offered as standard. If additional proof and documentation is required, additional charges will apply.
– Project specifications, data sheets or drawing revision: TEKNACORP is willing to revise its quotation/offer, if necessary, to meet the particular specifications of the client, if these were not provided at the time of the initial quotation/offer.
The Buyer/Customer or its authorized representative may, with two (2) week’s notice to TEKNACORP, visually inspect the products manufactured by TEKNACORP. Such TEKNACORP-approved inspections shall be conducted in accordance with TEKNACORP-approved or standard inspection procedures.
If any inspection or documentation requested by the buyer is beyond the scope and criteria initially agreed upon between TEKNACORP and the Buyer/Customer, the costs incurred for the performance of such inspection or preparation of special documents will be paid by the buyer prior to release. of the materials for dispatch/withdrawal.
12.6 Hydrostatic Test Witness (When Applicable)
– The Hydrostatic Test attestation is available and represents a transferable cost to the client. Within the scope of the quotation, the request for attestation of said proof by the Buyer/Client to TEKNACORP must be included. Late notification of such attestation is subject to additional costs. The cost associated with such Hydrostatic test witnessing will be agreed upon prior to any on-site testing as well as the cost of an independent inspector if required, which costs will be fully covered by the Buyer/Client and will be paid on invoice. following the completion of the hydrostatic test.
The material presented in each offer is based on TEKNACORP‘s interpretation of the Buyer/Customer’s technical specification, included in the request for offers. The Buyer is responsible for and must ensure that the material offered complies with the engineering or designs of the Buyer’s customers. TEKNACORP reserves the right to issue a revised offer upon receipt of additional customer requirements and applicable surcharges may apply.