TERMS AND CONDITIONS OF SALE

Legacy Tubular (“Seller”) and the party purchasing materials (“Buyer”) hereby agree to the below terms and conditions of sale (“Agreement”).

      1. Orders: All orders placed by Buyer are subject to acceptance by Seller. All orders must identify the products, customer specifications, unit quantities, part numbers, applicable prices and requested delivery dates of the materials being purchased.
        • Orders submitted by Buyer orally or via email shall be followed by a purchase order (“PO”) or other written confirmation of the order within seven (7) days from the date of the oral or email order, failure to do so Seller shall have no obligation to perform work thereunder.
        • If the Buyer asks for any changes, after the PO has been received by the Seller, to the materials supplied by the Seller, the parties shall agree in writing upon: (i) the kind of change;(ii) the related price; (iii) the term of delivery for the materials.
        • Orders may not be cancelled or rescheduled without Seller’s written consent. In the event an order is cancelled by the Buyer, the Buyer shall pay or reimburse the Seller for all costs incurred by which would not have been incurred, but for the cancellation, including vendor or third party termination fees or charges, manufacturing costs of materials specifically made-to-order by Buyer specification, as well as full logistic cost.
      2. Prices: All prices and amounts are expressed in United States Dollars and are net of any sales. Seller’s price is subject to and contingent upon Buyer purchasing the entire quantity of materials identified in Seller’s quotation. If Buyer purchases less than the entire quantity of materials identified therein, prices may vary.
        • Pricing for undelivered materials may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control.
        • Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.
      3. Credit: Seller’s acceptance of any order is subject to Buyer establishing and maintaining credit satisfactory to Seller. Seller reserves the right to approve or reject the credit of any Buyer and to establish credit terms for each Buyer.
      4. Payment: Payment is due within 30 days from the date of invoice. All payments not made within the time period allowed shall bear interest at the rate of 1% per month of the balance overdue and unpaid for more than thirty days after the date shipped. The buyer shall be obligated to pay all costs and expenses incurred in collecting any past due invoices, including but not limited to cost of legal counsel. It is understood that venue for purpose of collection any unpaid balance shall lie in Magnolia, Montgomery County, Texas.
      5. Delivery: The Buyer shall accept delivery at the time and place specified and be responsible for all costs and risks incurred or arising from the Buyer’s failure to take delivery. Such as at time or place or actions or inactions that prevent or delay the delivery of materials, including without limitation, costs of storage, preservation, and return freight.
        • Loading of material shall be done to the complete satisfaction of the carrier and further, such inspection and acceptance thereafter is final and conclusive. If the loading of material is not to the carrier’s satisfaction, the carrier has the right to cause such alleged deficiency to be corrected. However, failure to inspect the loading of material shall be deemed as any acceptance and approval of the manner of loading and further, such acceptance shall waive any right with respect to any defect that proper inspection would have revealed. The liability for the loading falls solely on the carrier, including materials damaged during transit from Seller to Buyer.
        • Shipment is FOB shipping unless specifically provided by Seller. The shipping date is estimated upon the basis of immediate receipt by Seller of all information required to be furnished by Buyer. Seller shall, in good faith, endeavor to ship the estimated shipping date, but reserves the right to vary such date for circumstances beyond Seller’s control.
      6. Inspection: Buyer shall carefully inspect all materials and shipping documents promptly upon delivery. No claim for shortages or materials damaged during delivery will be valid or enforceable against Seller unless (a) Buyer notifies Seller in writing specifying in detail the shortage or damage within five (5) days from the date of delivery; (b) Buyer returns the damaged materials to Seller within ten (10) days following delivery; (c) upon return, Seller confirms such damage; and (d) Buyer has fulfilled all of the payment terms. Buyer’s notice must be accompanied by the original freight bill, with notation on the face thereof by an authorized agent for the carrier as to the materials claimed to be short or damaged during transit.
      7. Claims: All material is sold to API 5CT and ASTM A519 industry standards. Buyer claims for non-conforming materials or products will be dealt with expeditiously and courteously. Seller reserves the right to inspect, test, and analyze all material returned as non-conforming and submitted by the Buyer with a claim indicating replacement or refund. The Buyer must protect all returned materials from environmental deterioration and package all returns appropriately, in the same manner as it was delivered to the Buyer, clearly marked with Buyer’s PO, the heat number, and the RMA number.
        • The following will not be accepted or considered for claim: (i) materials that have been rejected based upon testing or test values not specified in the customer specification; (ii) materials subjected to inappropriate inspection methods (for the grade) or by methods not specified in the customer specification; and (iii) materials heat-treated or re-heat treated by the Buyer.
        • Materials rejected by the Buyer for imperfections must have the imperfection clearly marked.  Materials rejected by the Buyer for surface imperfections must demonstrate that the imperfection exceeds the reject depth tolerance.
        • Any analysis on the returned materials that is done by the producing mill will be shared with the Buyer. Any analysis, testing or inspection on the returned materials that is done by Seller or its approved testing vendor will be shared with the Buyer.
      8. Force Majeure: Seller shall not be liable for any failure or delay in delivery due to acts of God, orders bearing priority rating establishment pursuant to law, differences with workmen, local labor shortages, fire, flood, war, embargo, riot, the acts of public enemies, natural disaster or other casualty, government regulations or requirements, shortages or failure of raw material, supplies, fuel, power or transportation, breakdown of equipment, or any other causes beyond Seller’s control, whether of similar or dissimilar nature than those enumerated. Seller shall have such additional time within which to perform as may be reasonably necessary under the circumstances. In no event, shall Seller be liable for any consequential damages or claims for labor resulting from failure or delay in delivery.
      9. Warranty: Seller does not warrant merchantability or fitness for any particular purpose nor shall any other express or implied warranties exist on our part. We are not liable under any circumstances for consequential, incidental, special or liquidated damages except as stated herein. Our liability is limited to repair or replacement of, or credit for nonconforming material.
      10. Confidentiality: For purposes of the agreement, the term “Confidential Information” shall mean and refer to all reports, drawings, documents, technical, scientific, and commercial data and any other information marked “confidential” related to negotiations, to the contract and to the material supplied by one party to the other. The Buyer and Seller agree to treat and hold the confidential information strictly confidential and to undertake the following obligations with respect thereto: (i) to use the confidential information only for the purpose of fulfilling their obligations under the PO; (ii) not to disclose the confidential information or to make it available to others without the prior written permission of the other party.
      11. Governing Law: All terms and conditions hereof shall be enforced and construed in accordance with the law of the State of Texas. Any disputes, controversy or claim arising out of relating to this contract, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association (AAA), in accordance with its rules and judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of arbitrators shall be (1) and said arbitrator shall be selected by mutual consent of the parties. If the parties cannot agree, that arbitrator shall be selected by the AAA. The place of arbitrations shall be in Magnolia, Texas. The language of the arbitration shall be in English. This agreement shall be construed under and in accordance with the laws of the State of Texas. Venue for any litigation arising with respect to any matter relating to this Agreement shall be in the appropriate state or federal court in Houston, Harris Country, Texas. If any provision of this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions hereof and other application thereof, shall not be affected or impaired.