Terms & Conditions

Womble Company, Inc. ("Womble*) products and services are sold and furnished to you ("Buyer) in accordance with these General Terms and Conditions (T&Cs"). These T&Cs supersede all prior terms and conditions and shall be the sole terms and conditions which apply to any sale or other furnishing of products or services, including the delivery, storage, handling, or coating of pipe, steel products or related materials (collectively "Goods") placed in Womble's custody. Acceptance by Buyer of any sale proposal furnished by Womble shall be deemed a full acceptance by Buyer of all the T&Cs set forth herein. Different or additional terms proposed by Buyer are deemed material alterations and are objected to and rejected unless agreed to by Womble in writing.

1. Subject to the limitations hereafter set forth, Womble warrants the services sold by it to be free from defects in workmanship for ninety (90) days fromshipment of Goods from Womble, or from Womble’s completion of services. (“Warranty”). Any claim by Buyer based on any defect in workmanship shall be sent in writing to Womble within seven (7) days from the date of delivery or performance of service or, where the defect was not apparent on reasonable inspection, within seven (7) days of discovery of the defect. If Buyer does not notify Womble accordingly, Womble shall not be liable for such defect and Buyer shall be bound to pay the full invoice as if the services have been delivered and performed without defect. Womble obligation under this Warranty for any services confirmed by Womble to be defective in workmanship is limited to, at Womble option, repairing or replacing such service, or re-performing such services, or refunding the amount which Womble received from Buyer for the services. In no event shall Womble be liable for special, indirect, incidental, or consequential damages including loss of profits, environmental damage, remediation claims or third-party costs including, but not limited, to excavation, transportation, testing or removing products whether or not caused by the negligence or fault of Womble, and in no event shall Womble liability exceed the value of the sales proposal. It is expressly agreed that this Warranty shall be in lieu of any other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose, which are hereby expressly disclaimed. To the full extent allowed by law, Womble disclaims any warranty to any persons other than Buyer.

2. This Warranty shall not apply if the product or service has been subject to misuse, negligence or accident, modification, heating, bending, welding, or alteration of any kind, or has not been operated or installed in accordance with Womble instructions or has been operated under conditions more severe than or otherwise exceeding, those set forth in the specifications for the product or service.

3. This Warranty shall not apply if the total invoice for the services has not been paid in full by the due date for payment.

4. This Warranty shall not apply to parts, materials or equipment not manufactured by Womble. The Buyer shall only be entitled to the benefit of any such warranty or guarantee given by the manufacturer to Womble. In addition, this Warranty shall not apply to services not performed directly by Womble employees or designate.

5. Products and services shall be subject to Womble stated manufacture variations. All tables published by Womble are based upon information believed reliable; however, Womble does not warrant the accuracy of same. All measurements and weights set forth in such tables are subject to reasonable tolerance variations. Womble reserves the right to make changes to the products which are required to conform with any applicable statutory requirements or which do not materially affect their quality or performance.

6. Womble retains for itself exclusively all proprietary rights in and to all designs, engineering details and data concerning the services or products sold by it.

7. Womble reserves the right, by giving notice to Buyer at any time before delivery or performance, to increase the price of the services to reflect any increase in the cost to Womble, which is due to any factor beyond the control of Womble (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities, or specifications for the products or services which is requested by Buyer, or any delay caused by any instructions of Buyer, or failure of Buyer to give Womble adequate information or instructions.

8. Any taxes or charges which Womble may be required to pay or collect under any existing or future law upon or applicable to the sale, purchase, lease, furnishing, manufacture, processing, transportation, delivery, storage, use or consumption of the product or services shall be for the account of Buyer.

9. Womble shall make delivery of all products at Womble’s facility. Womble will use its best efforts in good faith to deliver the goods on or before the agreed delivery date, as adjusted in accordance with the terms hereof. Time for delivery shall not be of the essence unless previously agreed to in writing by Womble.

10. Where the products are to be delivered in installments, failure by Womble to deliver any one or more of the installments in accordance with these T&Cs or any claim by Buyer in respect of any one or more installments shall not entitle Buyer to treat these T&Cs or the order as a whole as repudiated.

11. Womble is not liable for delays in delivery or failure to make delivery caused by the elements, acts of God, lack of or inability to obtain materials, fuel or supplies, acts of Buyer, acts of civil or military authorities, breakdown of equipment, differences with workmen, fire, flood, or other casualty, labor shortages or strikes, governmental regulations, or requirements, orders bearing priority rating established pursuant to law, shortages or failure of raw materials, supplies, fuel, power or transportation, or other causes beyond the reasonable control of Womble, whether similar or dissimilar to those enumerated, and whether or not foreseeable, and any delivery date will be extended accordingly.

12. Unless otherwise requested, if the Buyer fails to take delivery of the products, then, without prejudice to any other right or remedy available to Womble, it may: (a) store the products until actual delivery and charge Buyer for reasonable costs of storage; or (b) sell the products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price in the sale proposal or charge Buyer for any shortfall below the price in the sale proposal.

13. RISK OF DAMAGE TO OR LOSS OF GOODS STORED, HANDLED AND PLACED IN WOMBLE’S CUSTODY ARE ENTIRELY BUYER’S SOLE RISK. SUBJECT TO WOMBLE’S WAREHOUSEMEN AND MATERIALMEN MECHANICS LIEN RIGHTS, TITLE TO THE GOODS REMAINS WITH CUSTOMER AND WOMBLE ACTS SOLELY AS A WAREHOUSE BAILEE. SHOULD WOMBLE ENFORCE ITS WAREHOUSEMEN AND MATERIALMEN MECHANICS LIEN RIGHTS, TITLE TO THE GOODS SHALL NOT PASS TO BUYER UNTIL WOMBLE HAS RECEIVED PAYMENT IN FULL (IN CASH OR CLEARED FUNDS) OF THE PRICE OF THE PRODUCTS AND SERVICES AND FOR WHICH PAYMENT IS THEN DUE.

14. STORAGE OF GOODS AT WOMBLE IS AT BUYER’S SOLE RISK. WOMBLE SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, DETERIORATION, THEFT, DELAY, OR OTHER HARM TO THE GOODS, WHETHER CAUSED BY ACTS OF GOD, WEATHER, FIRE, FLOOD, VANDALISM, EQUIPMENT FAILURE, OR NEGLIGENCE (OTHER THAN WILFUL MISCONDUCT BY WOMBLE). BUYER MUST INSURE BUYER’S GOODS AT FULL REPLACEMENT VALUE AND WAIVE ANY SUBROGATION RIGHTS AGAINST WOMBLE AND ANY OF WOMBLE’S LANDLORDS.

15. Unless otherwise agreed to in writing, all invoices are payable Net 30, and Womble shall be entitled to recover payment, notwithstanding that delivery may not have taken place. Where the parties have entered in progress payment terms, Womble shall invoice and Buyer shall make payments upon each milestone being achieved.

16. If Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to Womble, Womble shall be entitled to: (a) cancel the sale proposal or suspend any further deliveries or services to Buyer; (b) appropriate any payment made by Buyer to such of the Goods supplied under any other sale proposal between Buyer and Womble as Womble may think fit (notwithstanding any purported appropriation by Buyer); and (c) charge Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of one percent (1%) per month or the maximum legal rate (whichever is greater) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

17. The partial invalidity of any of these T&Cs shall not affect the validity and applicability of the remainder thereof.

18. These T&Cs shall be construed, performed, and enforced under the laws of the State of Texas and the federal laws of the United States of America applicable therein, excluding any conflict of law principles or rules which would impose any law or laws of another jurisdiction. Womble and Buyer hereby irrevocably submit to the exclusive jurisdiction of Houston, Harris County, Texas.

19. Buyer shall not assign its rights or obligations under these T&Cs without Womble’s written consent.

20. No statement or recommendation made or assistance given by Womble or its representatives shall constitute a warranty by Womble or a waiver or modification of any of the provisions hereof or create any liability for Womble. There are no understandings or agreements between Buyer and Womble relative hereto which are not fully expressed herein. These T&Cs contain the entire agreement of the parties regarding the subject matter hereof.

21. Monthly Storage Fee invoices for Buyer’s Coated Goods or Bare Goods will be issued the first day of each month and are due and payable within ten (10) days of invoice date. Handling, load-out, and special-service charges are billed at Womble’s posted rates.

22. NOTICE OF LIEN: PURSUANT TO TEX. BUS. & COM. CODE § 7.209, WOMBLE CLAIMS A WAREHOUSE LIEN ON ALL GOODS, AND THEIR PROCEEDS, PLACED BY BUYER IN WOMBLE’S CUSTODY FOR ALL PRESENT AND FUTURE STORAGE, HANDLING, TRANSPORTATION, AND RELATED CHARGES. GOODS WILL NOT BE RELEASED UNTIL ALL AMOUNTS OWED ARE PAID BY BUYER TO WOMBLE IN FULL.

23. In order to loadout Goods placed in Womble’s custody, Buyer must: 1) submit a written Release Order for Buyer’s Goods to Womble. 2) remit all payments due to Womble for the Goods prior to loadout and 3) comply with all Womble safety rules for loadout.

24. WOMBLE WILL DEEM BUYER’S GOODS ABANDONED IF: 1) BUYER’S GOODS ARE STORED FOR TWELVE (12) CONSECUTIVE MONTHS WITHOUT BUYER PAYING MONTHLY STORAGE FEES TO WOMBLE, OR 2) BUYER CANNOT BE CONTACTED BY WOMBLE USING BUYER’S LAST‑KNOWN ADDRESS, PHONE NUMBER AND EMAIL. AFTER 30 DAYS’ WRITTEN NOTICE TO BUYER’S LAST KNOWN ADDRESS OR EMAIL, WOMBLE MAY SELL, SCRAP, OR OTHERWISE DISPOSE OF BUYER’S GOODS AT BUYER’S COST TO SATISFY THE AMOUNTS BUYER OWES TO WOMBLE. BUYER WILL REMAIN LIABLE FOR ANY DEFICIENCY AMOUNTS STILL OWED TO WOMBLE AFTER BUYER’S GOODS ARE DISPOSED.

25. BUYER SHALL INDEMNIFY AND HOLD HARMLESS WOMBLE, WOMBLE’S LANDLORDS, AND WOMBLE’S AFFILIATES FROM ANY LOSS, CLAIM, OR COST (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF (I) THE NATURE OR CONDITION OF THE GOODS, (II) BUYER’S BREACH OF THESE T&CS, OR (III) ANY LEGAL VIOLATION ATTRIBUTABLE TO THE GOODS OR BUYER

26. Womble’s quotations, proposals, or price estimates (“Quotes”) are valid for thirty (30) days from the date issued. Upon expiration of this thirty (30) day period, the Quote shall be deemed void, and Womble shall have no obligation to honor the pricing, terms, or conditions stated therein. Womble reserves the right, in its sole discretion, to revise, withdraw, or decline any order submitted under an expired Quote.