Terms of Sale
GENERAL
A. Seller’s prices are based on these sales terms and (i) this document, together with any additional writings signed by Seller, represents a final, complete, and exclusive statement of the agreement between the parties and may not be modified, supplemented, explained or waived except in writing signed by an authorized representative of both Seller and Buyer. (ii) These terms are intended to cover all activity of Seller and Buyer hereunder, including sales and use of products, parts, and work, and all related matters. References to products include parts, and references to work include advisory services with respect to the rigging up and operation of Seller’s equipment. Neither party may assign this contract or any of its rights or obligations without prior written consent. Any purported assignment in violation of the foregoing is void.
B. This agreement shall be construed and enforced under the Uniform Commercial Code as in effect in the State of Texas. Disputes not settled within 30 days shall be resolved by arbitration held in Montgomery County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
2. DEFINITIONS
“Tri-Flo” means Tri-Flo International, Inc. or Tri-Flo Int’l. “Seller” means Tri-Flo. “Product or Merchandise” includes any items identified on the Sales Ticket including accessories, attachments, and similar items delivered to the Customer.
“Customer” means Buyer, Purchaser, or Vendee as identified on the Sales Ticket. “F.O.B. Warehouse” means freight on board at Tri-Flo’s location in Willis, Texas. “Delivery” means when the Customer receives product or when payment is made in full.
3. AUTHORITY TO SIGN
Any individual signing this contract represents and warrants that he or she is of legal age and has authority to sign on behalf of the Customer.
4. TAXES
Any sales, use, or similar taxes imposed on this sale are not included in the price and shall be billed separately to the Buyer. Seller will accept a valid exemption certificate if applicable; Buyer agrees to reimburse Seller for any taxes paid if the certificate is not recognized by taxing authorities.
5. PERFORMANCE, INSPECTION, AND ACCEPTANCE
A. All products shall be inspected and accepted in writing by Customer prior to shipment. Claims must be made in writing within ten (10) days. There shall be no revocation of acceptance.
B. Seller shall not be responsible for delays caused by circumstances beyond its control, including labor difficulties, material shortages, or government actions. Buyer shall not be entitled to incidental or consequential damages for delays.
C. Buyer’s wrongful rejection, failure to pay, or repudiation entitles Seller to recover the contract price and any collection costs, including attorney’s fees. Unpaid balances accrue interest at 1% per month.
6. TITLE AND RISK OF LOSS
Risk of loss passes to Buyer upon delivery to the F.O.B. point. Seller retains title for security purposes until payment in full. Seller may register a security interest to protect its rights.
7. WARRANTY AND LIMITATION OF LIABILITY
A. Seller warrants that new products of its own manufacture will be of good quality and free from defects. No warranty is made with respect to used equipment or products sold “AS IS WHERE IS.” Failures resulting from improper use or inadequate maintenance are not covered.
B. All claims under this warranty must be made within twelve (12) months from delivery. Defective items must be returned at Buyer’s expense upon Seller’s request.
C. Seller may repair, replace, or refund a portion of the purchase price at its discretion. Transportation costs are the Buyer’s responsibility.
D. The foregoing is Seller’s only obligation and Buyer’s sole remedy. Buyer shall not be entitled to incidental or consequential damages.
E. Buyer waives rights under the Texas Deceptive Trade Practices-Consumer Protection Act, after consultation with counsel of its choice.
8. PATENTS
Seller will defend any U.S. patent infringement suit against Buyer to the extent it concerns Seller’s design, provided Buyer notifies Seller in writing within ten (10) days and grants control of the defense to Seller.
9. CHANGES TO ORDER
Any changes to Buyer’s order must be accepted in writing by Seller. Changes may incur additional cost and delay delivery. Seller reserves the right to require full payment before implementing any change.
Last updated: Oct 2025