APG Sales Agreement - Terms and Conditions of Sale

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Sales Agreement - Terms and Conditions of Sale

APG L.P. ("Seller") is delivering the products described on sellers invoice(s) to whomever purchased these products ("Buyer") subject to the following terms and conditions

1. Prices - Prices for all products are for acceptance within 30 days from the date they were quoted. Prices for many products are based upon the quantities ordered., and all prices are subject to change without notice after 30 days from the date such prices were quoted.

2. Freight- All products are priced F.O.B. Seller's warehouses, unless specific exceptions are made at the time prices are quoted. Exceptions include, but are not limited to, full freight prepaid and allowed on the aggregate gross weights over a given number of pounds or on aggregate order sizes over a given dollar value. If Seller is to pay freight, Seller has the right to designate the means of transportation used. If Buyer requires a more expensive means of transportation. Buyer shall pay an extra costs involved.

3. Payment Terms - Seller's terms of payment are 1% 10 days, net 30 days, unless other arrangements are made at the time the order is placed.

4. Minimum Invoice and Minimum Line Item - This invoice may be subject to a minimum total amount and may also be subject to a minimum amount per line item.

5. Warranties and Limitations on Liabilities - Sellers products are warranted against defects in workmanship and defects in material. Any products having defects will be replaced, or credit will be issued at Seller's option. Seller's liability is limited to the invoice value of the defective item. Seller's responsibility shall not exceed the original purchase price of the defective product. In no event shall Seller be held responsible for any special, indirect, incidental, exemplary or consequential damages. Items fabricate to Buyers specifications generally can not be returned for Credit. Buyer must obtain Seller's approval in advance before defective items are returned and must follow Seller's instructions regarding shipping modes and routing. All claims for shortages, damagers, defects and deviations from specifications must be made within 30 days after receipt of a shipment. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. SELLER DISCLAIMS AND IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

6. Country of Origin Notification - Some of the items on this invoice may be imported, and, if so, the items of their containers are marked accordingly. Sections 19 U.S.C. 1304 and 19 CFR Part 132 require that all imported items of their containers must be marked in a conspicuous place as legibly, indelibly and permanently as the nature of the item or container will permit, and in a manner which will indicate to an ultimate purchaser in the U.S.A. the English name of the country of origin of such items.

7. Taxes - Seller's unit prices do not include any federal, State or local sales, us, excise, property or other such taxes which may be applicable to this transaction., the goods themselves or any services performed by Seller in connection with this transaction. All such taxes shall be paid by Buyer.

8. Returns and Order Cancellations - No material shall be returned without the Seller's permission. A charge of 15% of the purchase price may be assessed by Seller on all returned goods. Obsolete material and materials fabricated on special orders may not be returned. No orders for special merchandise, modification of standard merchandise or abnormal quantities of merchandise are subject to cancellation by Buyer. All returned goods must be in good condition and suitable for resale, or Seller cannot issue credit for the remaining 85% of purchase price.

9. Force Majeure - Seller is not liable for any damages due to delivery delays of failure to perform any of its obligations to Buyer because of circumstances beyond the reasonable control of Seller. Such events of Force Majeure include, but are not limited to, accidents, acts of God, strikes, labor disputes, acts of regulations passed by governmental agencies, fires, floods, or failure of one of Seller's carriers or suppliers to perform their obligations to Seller.

10. Governing Law - All terms and conditions related to this transaction shall be governed by, and interpreted in accordance with, the laws of the State of Texas.