Standard Terms & Conditions for Sale of Cured-In-Place Pipe Liner, Resins and Equipment

1. Agreement: These Standard Terms & Conditions of Sale (these “Standard Terms”) are the only terms and conditions pursuant to which Pipevision Products Inc., and/or FAST Pipe Lining, Inc., sells their products to its customers and these standard terms are incorporated in all contracts entered by Pipevision Products Inc., and/or FAST Pipe Lining, Inc. If the customer objects to any of the provisions of these standard terms, the customer must bring such objection to the attention of Pipevision Products Inc., and/or FAST Pipe Lining, Inc., in a writing separate from any purchase order or other printed form of customer, which shall be deemed to be proposals for different terms and conditions that may be accepted only in writing signed by an authorized representative of Pipevision Products Inc., and/or FAST Pipe Lining, Inc. All orders are subject to the approval of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s credit department.
2. Acceptance: If Customer has not otherwise agreed to these standard terms, then customer’s acceptance of these standard terms shall take place at the earlier of delivery of customer’s written confirmation, customer’s order and delivery of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products at customer’s worksite or location, or payment to Pipevision Products Inc., and/or FAST Pipe Lining, Inc., for any of their products.
3. All Proposals & Quotes: Unless otherwise noted in Pipevision Products Inc., and/or FAST Pipe Lining, Inc., proposal and quotes, the proposal and/or quotes shall lapse automatically upon the expiration of a thirty (30) day period after the date of its issue unless it has been previously accepted by the customer or revoked in writing by Pipevision Products Inc., and/or FAST Pipe Lining, Inc.
4. All Plans, Drawing & Illustrations: All plans, proposal pages, catalog illustrations, and preliminary drawings are submitted only to show the general style, arrangement, approximate dimensions, and weight of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products. Pipevision Products Inc., and/or FAST Pipe Lining, Inc., reserves the right to make such changes of design, specification construction or arrangement as it deems necessary or appropriate without prior notice to the customer. Pipevision Products Inc., and/or FAST Pipe Lining, Inc., shall have no obligation to install or make such change in any Pipevision Products Inc., and/or FAST Pipe Lining, Inc., products manufactured before the date of such change.
5. Proprietary & Confidential Information: The proposal and all drawings, notebooks, operating data, specifications, and other information, data and material (whether orally disclosed, printed, handwritten, typed, numerically or computer-generated, computer-stored, or otherwise) furnished to the customer by either Pipevision Products Inc., and/or FAST Pipe Lining, Inc., or any of its subcontractors or sub-suppliers shall remain the proprietary and confidential property of Pipevision Products Inc., and/or FAST Pipe Lining, Inc., or the subcontractor or sub-supplier, respectively, and shall be used by customer only concerning the work covered by the contract and shall not be used by the customer in connection with any other project. Such proprietary and confidential information and data shall not be shown or otherwise made available to any third party at any time without Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s prior written consent. Neither customer itself shall, nor shall customer permit any third party to, reverse engineer, measure or otherwise technically examine or test Pipevision Products Inc., and/or FAST Pipe Lining, Inc., products without Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s prior written consent. Any such proprietary and confidential information that customer determines must be disclosed to its employees shall only be disclosed to them on a need-to-know basis for the operation, maintenance, and repair of Pipevision Products Inc.’s products provided under the contract. Intellectual property (including, without limitation, patent) rights which may be obtained based on the information given or made available to the customer under the contract or concerning Pipevision Products Inc., FAST Pipe Lining, Inc., or Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products shall remain the exclusive property of Pipevision Products Inc., FAST Pipe Lining, Inc., or its subcontractor and/or sub-supplier, respectively.
6. Procedures: All customer shall use, train and require its employees to use and shall cause any end-user to use, all safety devices, guards, and proper safe operating and maintenance procedures as prescribed by all applicable laws, rules, regulations, codes, and standards and as outlined in operating and maintenance manuals and instruction sheets furnished by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., in respect of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products; provided, however, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., shall have no obligation to so provide such procedures. Customer shall not, and shall cause any end-user not to, (i) remove or modify any safety device, guard or warning sign; (ii) use Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products for any use or application not provided by the operating and maintenance manuals and instruction sheets furnished by Pipevision Products Inc., and/or FAST Pipelining, Inc.; or (iii) utilize any non-original replacement parts not specifically authorized in writing by Pipevision Products Inc., FAST Pipe Lining, Inc., or make other changes in Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products without Pipevision Products Inc., and/or FAST Pipe Lining, Inc., specific written authorization.
7. Price & Payment: The purchase price shall be paid following the proposal and all online service set pricings. Any right to retain due to payments or to set-off counterclaims shall be excluded unless any such claim or counterclaim of the customer is undisputed by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., or has been determined by a final judgment of the competent court or arbitration panel. Any tax or other governmental charges now or hereafter levied upon the production, sale, use or shipment of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products ordered or sold will be charged to and paid for by the customer. Such taxes are not included in Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s price(s) unless expressly so stated in the proposal. Whatever the means of payment used, payment shall not be deemed to have been affected before Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s account has been fully and irrevocably credited. If the customer fails to pay the stipulated amount on the due date thereof, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., shall be entitled to interest from the day on which payment was due. The rate of interest shall be 2 percent (2%) per month until the payment is made in full or, in the event, such rate exceeds that permitted by applicable law, the maximum rate permitted by applicable law. Additionally, if Pipevision Products Inc., and/or FAST Pipe Lining, Inc., is required to expend costs and expenses in collecting any payments, the customer shall reimburse Pipevision Products Inc., and/or FAST Pipe Lining, Inc., for such costs of collection (including reasonable attorneys’ fees). In case of late payment, Pipevision Products Inc., and/or FAST Pipe Lining, Inc. may suspend its performance of the contract until it receives payment in full or may terminate the contract upon the giving of notice required by the contract documentation if any. Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s claim for compensation for the losses and damages it has incurred shall survive any such termination.
8. Transportation: Unless otherwise agreed to by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., and Customer, all Pipevision Products Inc., FAST Pipe Lining, Inc.’s products shipped to domestic United States locations are F.O.B. Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s location, or unless otherwise specified in the proposal or online order placement and prior approval set by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., International shipments are FCA Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s location, and/or unless otherwise specified in the proposal or online order placement and prior approval set by Pipevision Products Inc., and/or FAST Pipe Lining, Inc. Specific carrier routing instructions shall be provided to Pipevision Products Inc., and/or FAST Pipe Lining, Inc., by customer at least 48 hours before shipment. Shipments without customer-specified routings shall be shipped by Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s selected carriers. Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products on which manufacture or delivery is delayed due to any cause within customer’s control may be placed in storage by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., for customer’s account and risk, and regular charges and expenses in connection therewith shall be paid by the customer; provided, if, in Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s sole opinion, it is unable to obtain or continue such storage, the customer will, on request, provide or arrange for suitable storage facilities and assume all costs and risks in connection therewith. When such delay is due to causes beyond the control of either party, the matter of storage and the payment of charges, therefore, shall be negotiated in good faith.
9. Pipevision Products Inc., FAST Pipe Lining, Inc.’s Rights & Remedies: Without limiting any of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s rights or remedies according to the contract, in the event of a material deterioration of customer’s financial situation or the event of the insolvency of the customer, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., reserves the right to terminate the contract as well as the right to stop delivery of any Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products and to resell the same. Such a right shall not restrict or otherwise impair Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s remedies for damages in the event of customer’s breach. Should the customer fail to comply with the terms and conditions set forth herein, or if any writ or execution be levied on any of customer’s property, or a receiver be appointed, or if a petition in bankruptcy is filed by or against the customer, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., may, upon election, demand the entire purchase price stated in any then-pending or open orders or purchases for Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products not yet paid in full by the customer or may, without notice or demand by process of law or otherwise, take possession of all or any of the Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products, wherever located, and retain all monies theretofore paid as compensation for the reasonable use of such Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products. If the contract is breached and is placed in the hands of an attorney or collection agency for collection of any balance due or enforcement of any other of Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s remedies, the customer agrees to pay all reasonable attorneys’ fees and other fees and expenses involved therein paid or incurred by Pipevision Products Inc., and/or FAST Pipe Lining, Inc. Customer hereby waives any claims, damages, and demands against Pipevision Products Inc., and/or FAST Pipe Lining, Inc., arising out of the repossession, retention, and repair as aforesaid. All rights and remedies contained herein are cumulative and not alternative. Pipevision Products Inc., and/or FAST Pipe Lining, Inc., reserves all other rights and remedies at law or equity available to it in the event of customer’s breach.
10. Limited Warranty: That certain limited Cured-in-Place Pipe materials warranty as in effect on the date hereof is incorporated herein as if fully set forth herein and apply to any Pipevision Products Inc., and/or FAST Pipe Lining, Inc.’s products manufactured by Pipevision Products Inc., and/or FAST Pipe Lining, Inc., does not warrant any cured-in-place pipe materials not manufactured by Pipevision Products Inc., and/or FAST Pipe Lining, Inc.; provided, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., shall cooperate in good faith with the customer to enable the customer the benefit of any manufacturer’s warranty applicable to such materials if any.
11. Pipevision Products Inc., FAST Pipe Lining, Inc.’s Liability (Chance Occurrence or Unavoidable Accident): Without limiting any other provision in these standard terms, Pipevision Products Inc., and/or FAST Pipe Lining, Inc., shall not be liable for delay or loss or damage of any kind resulting from (i) Customer failing to supply any necessary technical data, as required; (ii) Customer fails to supply the apparatus, materials and services required; (iii) any changes in designs or specifications made after acceptance of the proposal quote as proposed their online services; (iv) failure of suppliers to furnish purchased material or goods within scheduled dates; (v) by any other reason beyond Pipevision Products Inc., FAST Pipe Lining, Inc.’s control; or (vi) any delay caused.