SALES TERMS AND CONDITIONS OF HOUSTON EDGEMILLS MACHINE BLADE CO. INC.
Acceptance of Purchase Order: Seller’s (Houston Edgemills Machine Blade Co. Inc., located in Texas, USA) acceptance of Buyer’s order is expressly conditioned upon Buyer’s agreement to these General Terms and Conditions of Sale (“Terms”). These Terms govern all resulting transactions. Any conflicting terms proposed by the Buyer are rejected. Buyer’s acceptance of the goods described in the applicable quote (“Products”) signifies consent to these Terms. Any order placed by phone, online, email, mail, or fax implies acceptance of these Terms. No changes, additions, or waivers are valid unless in writing and signed by an authorized representative of the Seller.
Supply and Production: All sales are final. Lead time begins upon issuance of a formal sales order or approval of technical drawings—whichever is later. No returns or refunds will be accepted unless Seller fails to deliver Products per specifications or within the agreed timeframe (subject to Section 6). If unable to supply as agreed, Seller may either retry delivery within a reasonable time or cancel the order and refund the payment. Seller’s liability shall not exceed the amount received from Buyer. If no payment was made, Buyer agrees Seller holds no responsibility. Seller may subcontract or outsource production to third-party manufacturers globally without Buyer’s prior consent. Seller may share purchase order-related information—including drawings and specifications—with such parties. Seller is responsible for ensuring contractors maintain confidentiality, but is not liable for breaches of Buyer’s data by third parties, whether intentional or accidental.
Delivery: Unless otherwise agreed in writing, Buyer is responsible for all shipping-related charges. All sales are FOB Origin (Seller’s warehouse). Title and risk of loss pass to Buyer upon delivery to Buyer or carrier. All factory-direct or drop shipments are non-cancellable and non-returnable.
Price Adjustment: Prices are based on labor and material costs at the time of quotation. Any variations in costs thereafter may result in price changes, which Seller will communicate in writing.
Taxes: All applicable sales, excise, and similar taxes are the responsibility of Buyer. Buyer must provide valid exemption certificates where applicable.
Excusable Delays: Seller is not liable for delivery delays caused by circumstances beyond its control.
Buyer Specifications and Indemnification: Whether or not Products conform to Buyer’s specifications or are delivered on time, Buyer agrees to indemnify Seller and its affiliates, employees, agents, and subcontractors against claims related to infringement of intellectual property rights or allegations of improper manufacturing, supply, or installation.
Installments and Subcontracting: Seller may deliver Products in installments. Each installment is invoiced and paid separately. Failure to pay any installment may suspend further deliveries. Seller reserves the right to subcontract any portion of the work without geographic limitation.
Limited Warranty and Disclaimer: All Products are sold “AS IS, WHERE IS.” Seller disclaims all express and implied warranties, including merchantability and fitness for a particular purpose. Applicable third-party warranties may be passed on to Buyer.
Payment: Payment terms are as stated in the invoice or quotation. Late payments may incur interest at 1.5% per month or the maximum legal rate, whichever is lower. Failure to pay may result in order suspension or termination.
Notice of Claims: Buyer must inspect Products upon receipt. Claims for shortages must be submitted within 10 days. All other claims must be submitted within 15 days of receipt or discovery, whichever is earlier. Claims not submitted within these periods are waived.
Setoff: Buyer may not offset payments due to Seller with claims against Seller.
Exclusive Remedy: Buyer’s exclusive remedy is repair, replacement, or refund for defective Products, at Seller’s discretion. Any returns are at Buyer’s expense.
Entire Agreement: These Terms constitute the complete agreement and supersede all prior discussions or communications.
Limitation of Liability: In no event shall Seller be liable for indirect, incidental, or consequential damages. Seller’s liability shall not exceed the purchase price paid for the affected Products.
Non-Waiver: Seller’s failure to enforce any provision shall not waive its right to enforce it later.
Governing Law: These Terms are governed by the laws of the State of Texas, USA. Buyer consents to jurisdiction in the state or federal courts located in Harris County, Texas. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Miscellaneous: Trade usage and prior dealings shall not modify these Terms. Buyer must comply with all applicable laws.
Assignment: Buyer may not assign its rights without Seller’s prior written consent. These Terms bind both parties and their successors.
Notices: All notices must be sent by certified mail (or agreed method) to the address listed on the purchase order. Notices are effective upon receipt.
Issuing a purchase order to Seller constitutes acceptance of these Terms and Conditions.
