Controlling Provisions: The terms and conditions herein above and hereinafter set forth constitute the entire agreements of Contractor and Purchaser. No waiver, alterations, or modification of the provisions shall be valid unless in writing and signed by an authorized representative of Contractor. Purchaser, by its execution hereof represents and warrants to Contractor that it can and will pay the full purchase price when due in accordance with terms hereof, and Contractor relies upon such representations and warranties. Payment shall be made in U.S. funds unless otherwise stated and shall be made directly to Contractor at P.O. Box 4289, Houston, Harris county, Texas 77210-4289, or such other address as Contractor may in writing direct.
Overdue Payments: All unpaid and overdue accounts shall bear interest at the lesser of the highest interest rate allowed by law or at the rate of fifteen percent (15%) per annum from thirty (30) days after the payments become due. All payments other than payments in full of all amounts outstanding shall be credited first against interest and secondly against the principal amount of the purchase price.
Taxes: The amount of any sales, excise or other taxes, if not already included in the price set forth herein, to the extent that are owed shall be added to the purchase price as reflected hereon and shall be paid by the Purchaser unless the Purchaser provides Contractor with an exemption certificate acceptable to the taxing authorities.
Force Majeure: Contractor shall not be liable for failure to complete or deliver or delays in completion or delivery occasioned by strike, or by insurrection, fire, floods, inability to obtain shipping space, delays of carriers or suppliers, embargoes, governmental disposition of material, breakdowns or any causes beyond the reasonable control of Contractor including without limitation, labor difficulties, shortages of labor, fuel power, materials or suppliers.
Severability: In the event of any provision hereof being invalid or unenforceable such invalidity or unenforceability shall not invalidate any of the other provisions hereof and same shall continue to be in full force and effect.
Governing Law: This agreement shall be governed by the laws of the State of Texas.
Changes in the Work: Any additional work or changes required by Purchaser must be evidenced by a change order or work order signed by Purchaser or Purchaser’s representative. Unless otherwise agreed, compensation for such additional work will be based on the following formula: Cost of materials, plus labor, plus ten percent (10%).
Effect of Waiver: Failure by Contractor at any time to require the strict performance by the Purchaser of any provision of this agreement shall not be regarded as being a novation of the Contract and shall in now way affect the rights of the Contractor to require strict performance of such provisions.
Inspection: Within ten (10) days after installation of the Product is completed by Contractor, Purchaser shall inspect the Product and provide Contractor with written notice stating specifically any item or items which do not conform with the specifications. If Purchaser does not provide said notice Purchaser will be deemed to have accepted the Product.
Delays: If Contractor is delayed in the completion of its work through no fault of Contractor and such delays are occasioned by Purchaser or Purchaser’s agents, representative or other contractors, the contract price shall, by appropriate adjustment, be increased by the amount of the Contractor’s reasonable cost of shutdown, delay and start-up.
Installation by Purchaser and Limitation of Warranty: If the product is to be installed by Purchaser and not by Contractor, Purchaser agrees to inspect the Product and notify Contractor within ten (10) days after receipt of the Product if same does not conform to the specifications. If Purchaser does not notify Contractor within this time period, Purchaser shall be deemed to have accepted the Product for all purposes.
WHEN CONTRACTOR DOES NOT INSTALL THE PRODUCT, THE WARRANTY HEREINAFTER SET FORTH SHALL NOT APPLY TO INSTALLATION OR TO ANY REPAIRS MADE NECESSARY BY REASON OF FAULTY INSTALLATION.
Cancellation: Purchaser acknowledges that the Product is a specially manufactured item and that the Contractor will incur expenses for both labor and materials and will have declined other business in order to produce the Product. Purchaser agrees that if the Purchaser cancels the Contract at any time prior to its completion Purchaser shall pay to Contractor an amount equal to twenty percent (20%) of the contract price plus the direct costs of labor, materials, and overhead as liquidated damages.
WARRANTY: NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED SHALL ARISE HEREUNDER, INCLUDING WITHOUT LIMITING THE GENERAL, WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE UNLESS AND UNTIL PURCHASER HAS PAID THE FULL CONTRACT PRICE HEREIN SET FORTH.
UNLESS OTHERWISE AGREED IN WRITING BY ADDENDUM ATTACHED HERETO THE FOLLOWING LIMITED WARRANTY SHALL BE THE ONLY WARRANTY GIVEN BY CONTRACTOR TO PURCHASER.
