PartsOnline - Terms and Conditions of Sale

International Terms and Conditions of Sale

Updated: January 1, 2011

Offer and Price Increases. This offer shall constitute an offer to sell goods described herein by CST Storage,Inc. (Seller). This offer shall be construed as inviting acceptance by Buyer in any reasonable manner. Stenographic and clerical errors are subject to correction by Seller. If Seller’s steel or other material supplier increases its prices materially to Seller prior to completion of manufacture of goods, Seller may increase selling price of the goods by an amount that reflects the increased materials cost for the goods being sold to Buyer. Seller shall give Buyer written notice of any such increase as soon as practicable and in any event, at least thirty days prior to the goods being ready for shipment. If Buyer within ten days of receipt of such notice notifies Seller in writing of its rejection of Seller’s price increase, Seller shall have the right to cancel this Offer by giving to Buyer written notice within ten days after receipt by Seller of Buyer’s notice. If Buyer accepts the increase or does not respond in writing within the ten day period, the increased price shall be applied to the goods. For the purposes of this offer, all references to 'dollars' or '$' shall mean U.S. Currency.
Acceptance. The terms and conditions of this Offer shall apply and become a part of the contract between Seller and Buyer unless specifically changed in writing and signed by an executive officer of Seller. The terms and conditions of this Offer shall in all cases, without exception, control and take precedence over any terms and conditions in Buyer’s acceptance. Buyer’s acceptance of this Offer shall be prima facie evidence of acceptance by Buyer of Seller’s terms and conditions as controlling. Any conflicting terms and conditions in any purchase order, acknowledgement or other document utilized by Buyer in this transaction, are expressly rejected by Seller.
Delivery. Unless otherwise stated on the face hereof, the price and delivery of all goods, are ex works Seller’s factory Title to the goods shall pass to Buyer when the goods are duly delivered to the carrier (Carrier) selected by Buyer or, at Buyer's request, by Seller, at Seller’s factory, except where Buyer requests a delay in shipment, in which case the title shall pass to the Buyer when the goods are ready for shipment. If Buyer requests a delay in shipment, then Buyer shall pay Seller’s standard storage charges for the period from the date goods are ready for shipment to the actual date of shipment.
Risk or Loss. The risk of loss to the goods shall pass to Buyer when the goods are duly delivered to the Carrier at Seller’s factory. The processing of freight claims or loss claims is the responsibility of Buyer.
Seller’s Limited Warranty. Seller’s Limited Warranty, including Limitation of Remedies, a copy of which is attached hereto or otherwise provided to Buyer, shall apply to the sale of the goods.
Method of Shipment and Freight Charges. Orders specifically including freight or other transportation charges are based on rates in effect on date of acceptance of this Offer and on the routing of shipment arranged by Seller. In the event rates in effect on date of shipment are materially higher than the rates this offer is based upon, Seller may increase its charge for freight by an amount equal to the increase in rates from the date of acceptance of this offer and the date of shipment of the product. Seller will ship goods in accordance with Buyer’s routing whenever such routing will not result in an increase in freight or other transportation charges. In the event of such increases, the payment of any additional freight or other transportation charges is guaranteed by Buyer to Seller’s satisfaction. The goods shall be packaged for shipment at the lowest acceptable rate by common or other carrier, or any other method deemed necessary or advisable by Seller. Marking shall be in accordance with ordinary commercial practice at place of shipment, unless otherwise designated by Buyer and accepted by Seller. For purposes of the Sales Contract all freight terms shall have the meaning ascribed thereto in Inco-terms 2000 as published by the International Chamber of Commerce, Paris, France.
Force Majeure. Shipping and delivery dates are approximate and are based upon Seller’s ability to obtain all necessary labor, materials and parts and, where applicable, the receipt of all necessary information, plans or specifications from Buyer. Seller shall not be liable for damages resulting from any delay or failure to deliver the goods, or otherwise perform under this Offer, due to circumstances beyond its control and not occasioned by its fault or negligence, including but not being limited to, any act of government, inability to obtain materials, failure of vendors, strikes, labor disputes, civil commotion, Acts of God, or other occurrences rendering Seller’s performance commercially impracticable, regardless of whether such occurrences are foreseeable. In the event of a production shortage, Seller shall have the right to allocate its available goods among its customers in such a manner as Seller shall desire. Any delays resulting from force majeure will not limit Seller's rights under Paragraph 1 above.
Invoice & Hold. Due to the custom nature of Seller’s products and equipment, the Buyer accepts title when the goods are duly delivered to the Carrier, or, where Buyer requests a delay in shipment, when the goods are ready for shipment. In all cases, Seller shall be entitled to invoice Buyer immediately at the time the goods are ready for shipment and Buyer accepts responsibility for payment and any applicable storage fees. Storage Fees – one (1) week 'grace period' from agreed upon promised ship date or date goods are ready for shipment, whichever is later – no charge. A weekly charge of 0.25% of the order value or $250 whichever is greater will be assessed for weeks 2-7. Beyond 7 weeks, a weekly charge of 0.5% of the order value or $500 whichever is greater will be assessed.
Terms of Payment. Subject to satisfactory credit approval, as set forth in paragraph 10, the following terms apply:
1. 100% Irrevocable Letter of Credit confirmed by a major U.S. bank acceptable to Seller, payable at sight upon presentation of clean on-board freight Bill of Lading and other shipping documents as expressly agreed to by Seller, or…
2. 30% upon placement of order by Buyer with balance (70%) due net 15 days from date of release of order for fabrication – no retainage allowed.
Freight, Storage, and Other Invoices
Payment - 100% upon receipt
Except as noted above all invoices are to be paid in full Net 20 days from invoice date. A late charge of 1.5% per month (but not to exceed the maximum amount allowed by law) will be charged on invoices not paid at maturity.
Credit Approval. This Offer is subject to (a) execution by Buyer of such additional contract documents, security agreements, notes or other instruments as Seller shall deem necessary or desirable and (b) Seller’s review and acceptance of the financial condition of Buyer. If the financial condition of Buyer at any time does not in the sole judgment of Seller, justify continuance of shipment under the terms of this Offer, Seller reserves the right to ship under reservation, or to require full payment before shipment, delivery or erection. Additionally, Seller may at its discretion file such notices for financial protection under the lien or bond statutes of each state or country.
Duty Drawback. Seller reserves all drawback rights for materials it produces and sells to Buyer. If Buyer exports the product which Seller manufactures, it is agreed that evidence of exportation shall be supplied to Seller to facilitate its claim of drawback upon request and without charge to Seller.
Security Interest. To secure payment for goods, Buyer grants to Seller a security interest in the goods and agrees that Seller shall have the rights and remedies of a secured party under the Uniform Commercial Code. Buyer designates Seller as its attorney-in-fact to execute any financing statements on behalf of Buyer necessary to perfect such security interest.
Taxes. Seller’s prices do not include sales, excise or similar taxes levied by government authority, either foreign or domestic. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to this transaction, shall be paid by Buyer as part of this sale, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to taxing authorities of the Shipped-To state or country. On any material picked up by Buyer at the plant, the tax jurisdiction of the FOB state is applicable.
Additional Work and Inspection. No extra labor, materials or parts will be furnished under this Offer, unless it has been ordered by Buyer on Seller’s sales order form, and the prices and terms of sales are approved by Seller. Seller may at its option subcontract labor, material and parts required by this Offer without Buyer’s consent. The goods shall be, at Seller’s option, subject to inspection and testing during manufacture. Any inspection by Buyer shall be made prior to shipment at Seller’s factory or point of shipment. Unless otherwise expressly agreed to, Seller shall not be responsible for unpacking,' storage, field assembly of goods, or construction of foundations. Furthermore, Seller shall not be responsible for the choice' of use or linings, sealants, and gasket materials not sold hereunder; or the installation, attachment, or connection of piping,' conveying and ventilating equipment, or other attachment of accessories or components not sold hereunder.
Infringement. Seller, at is own expense, shall defend the Buyer against any claims which may be instituted against the Buyer alleging infringement of United States Patents relating to the subject matter of the accompanying sales proposal, provided the Buyer gives Seller immediate notice in writing of any such alleged patent infringement claim and permits Seller, through its own counsel, to defend such claim. In such cases, Buyer shall furnish Seller with all needed information and assistance. The obligations of Seller hereunder shall not extend to any infringement claims arising as a result of the use of the equipment as part of any combination of other devices, machinery or parts.
Cancellation, etc. Buyer’s cancellation of any order is required to be in writing, and Buyer is subject to pay a cancellation fee equal to 25% of the total purchase price plus all non-recoverable costs and expenses.
Law. The rights and obligations of the parties shall be governed by the domestic laws of the State of Kansas without regard to its conflict of law rules or the United Nations Convention for the International Sale of Goods.
Arbitration. Any dispute, controversy or claim arising under this agreement shall be settled by arbitration in Kansas City, Kansas, pursuant to the American Arbitration Association Commercial Arbitration rules. The decision of the arbitrator(s) shall be final and binding on the parties and enforceable in any court of competent jurisdiction.
Entire Agreement. This Offer contains the entire agreement between Seller and Buyer, and no modification of this Offer shall be binding upon Seller unless evidenced by an agreement in writing signed by an executive officer of Seller after the date hereof. No oral or written statements by Seller’s sales representatives, or other agents, made after the date hereof shall modify or vary the express terms hereof unless evidenced by an agreement in writing signed by an executive officer of shall modify or vary the express terms hereof unless evidenced by an agreement in writing signed by an executive officer of the terms hereof, Seller and Buyer agree that the terms hereof shall control and that such advertising and/or promotional materials are not part of the agreement between Seller and Buyer.
Language. This English language version shall govern and control any translation hereof into any other language.
Confidentiality of Proposal. All terms and conditions of this Offer shall be held in strict confidentiality by the Buyer and except as required by law shall not be divulged by the Buyer to any other person or entity without the express prior written approval of Seller.

SELLER’S LIMITED WARRANTY

All of the following provisions on this page shall constitute SELLER’S LIMITED WARRANTY, all of which is part of and subject to Seller’s sale agreement with Buyer.

Limited Warranty. Seller warrants the goods against defects in workmanship and materials under normal and proper use and operating conditions for a period of twelve (12) months from date of shipment (Seller’s Limited Warranty). THERE ARE NO UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RESPECTING THE GOODS OTHER THAN OR DIFFERENT FROM THE SELLER’S LIMITED WARRANTY.

Seller’s Limited Warranty is subject to the following limitations and conditions.

Seller’s Limited Warranty shall become void and terminate if, during the warranty period, Buyer (i) transfers its ownership or use of goods to another person (other than initial transfer from Buyer to final owner), or (ii) puts goods to uses or operates them under conditions, including without limitation the storage of materials of different composition, maximum bulk densities or flow characteristics, or processes different from those acknowledged as normal and proper by Seller prior to date of shipment, or (iii) dismantles or moves tank from its original site, or (iv) fails to complete all financial obligations of Seller’s sale agreement. This warranty is not assignable without the express written consent of Seller.
Seller’s Limited Warranty shall become void and terminate if Buyer makes repairs or alterations to goods without obtaining Seller’s prior written approval. Seller shall not be responsible for defects in erection work performed by others.
Seller’s Limited Warranty does not include (i) corrosion or erosion of goods caused by or resulting from elevated temperatures, acids, chemicals or other caustic substances, (ii) the suitability of any material or part selected by Buyer for use with goods and iii) the suitability of any process system selected by Buyer for use with goods – including but not limited to cathodic protection systems, tank grounding systems and exposed stainless steel elements within the product zone of liquid storage tanks.
On all materials, parts or accessories purchased by Seller from vendors, Seller’s Limited Warranty is limited to the duration and effect of the terms and conditions of any warranty given to Seller by such vendors, and then only to the extent that Seller is able to enforce such warranties in appropriate legal proceedings.
Seller’s Limited Warranty shall not apply to any previously used or secondhand parts and materials.
Seller’s Limited Warranty excludes structural design and operating performance issues, problems or consequences attributable in whole or in part to the correctness of design and operating parameters provided by Buyer, the correctness of interfacing work, material or services to be provided by Buyer (such as foundations or attached process or control equipment), Buyer’s operating practices or maintenance, or any action by Buyer resulting in the application of abnormal pressures or weight to the structure. Buyer shall also have sole responsibility for determining whether its plans or specifications meet applicable local requirements.
Seller’s Limited Warranty does not cover routine maintenance. Seller’s Limited Warranty shall become void and terminate if tank is misused, neglected or damaged after delivery thereof to Buyer or if it is not properly operated and maintained. This includes, but is not limited to, proper operation, filling and emptying. Ventilation and pressure/vacuum relief devices must be maintained by Buyer to assure that design pressures and vacuums are not exceeded. Grounding, if required, must be installed and properly maintained by Buyer. Tank and lining/coating must be maintained by Buyer as necessary to protect against wear and corrosion. All evidence of tank and lining damage, both internal and external, is to be repaired by Buyer using repair methods specified by Seller.
No person, firm or corporation is authorized to make any representation or to incur any obligation in the name of or on behalf of Seller.
This warranty does not cover damage caused by shipping, handling or tank erection, or damage caused by operating or maintenance activities.
This warranty is rendered null and void by force majeure (i.e., Acts of God, wars, violence, vandalism, civil unrest and the like).

Limitation of Remedies. In the event of any failure of goods to perform as warranted, Seller will, at Seller’s sole option, either replace or repair goods, or refund the purchase price of defective portion of goods supplied to Buyer, exclusive of all other costs such as shipping and handling. The liability of Seller for any defective or nonconforming goods whether arising in contract, in tort (including fault, negligence or strict liability) or otherwise is expressly limited to these remedial measures, and it is understood and agreed that the purchase price for goods is based upon Seller’s Limited Warranty and the Limitation of Remedies set out herein. In no event shall Seller be liable to Buyer in contract, tort (including fault, negligence or strict liability) or otherwise for lost revenues or profits, loss of contents, any inability of Buyer to provide product or service to any customer of Buyer, loss of use of plant or equipment or any other special, indirect, punitive or consequential damages resulting from or arising out of any breach by Seller of this contract or other obligations or duties relating to this transaction. THE TOTAL LIABILITY OF SELLER TO BUYER IN CONTRACT, TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE RESULTING FROM OR ARISING OUT OF ANY CAUSE WHATSOEVER IN CONNECTION WITH THIS CONTRACT SHALL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNTS ACTUALLY PAID TO SELLER UNDER THIS CONTRACT.

This exclusive remedy shall not be deemed to have failed its essential purpose so long as the Seller is willing and able to repair or replace defective Products or issue a credit to the Buyer within a reasonable time after the Buyer shows to Seller that a defect is involved. The Seller’s share on all claims shall be prorated in a manner of equal proportion to the time remaining on the warranty. Total Seller’s liability shall be limited to the remaining prorated portion of the original cost of the affected tank components, ex works. Seller or its authorized representative will be the sole judge of whether or not any repairs are required under the terms of the warranty. Any action brought by Buyer arising out of or in connection with breach of Seller’s Limited Warranty shall be commenced within one year after tender of delivery of goods or within one year after such a cause of action shall have accrued, whichever shall first occur, and not thereafter. Unless noted, this agreement does not contemplate any future performance by Seller after the tender of delivery of goods.

If Buyer desires to make a claim, he shall notify Seller in writing and allow full discussion and consensus before making any repairs or alterations of any kind to goods. Once a claim has been made, Seller shall have the right to perform on-site inspection of goods, or in the alternative, if so instructed by Seller, Buyer shall ship goods, or any part thereof, claimed to be defective to Seller under Seller’s shipping instructions and by freight prepaid. If goods or any part thereof are found not to be covered by the warranty, Seller will invoice Buyer for the repair or replacement. If Seller performs on-site inspection, such inspection, including preparation of the tank for inspection or repair (such as removing product and washing down the tank) will be the sole responsibility and expense of the Buyer. In the alternative, if so instructed by Seller, Buyer shall ship goods, or any part thereof, claimed to be defective to Seller under its shipping instructions and by freight prepaid. If Seller is required to do work on Buyer’s premises, Seller shall be granted permission to perform such work with its own service personnel under nonunion conditions.