Terms and Conditions
Master Flo Valve Inc. ("Master Flo") and the Buyer agree that “contract” as used herein may refer to an accepted Purchase Order, these Terms and Conditions, or other documentation that confirms a particular order for Master Flo’s products. For greater certainty, the contract between Master Flo and the Buyer includes these Terms and Conditions, which shall be subject to change from time to time by Master Flo. Further, the parties agree that any alternative terms to the accepted Purchase Order or these Terms and Conditions proposed by the Buyer, whether endorsed hereon or submitted by letter/email or by phone will be void, unless first accepted in writing by an authorized signatory of Master Flo.
Price: Quotations and prices are subject to change without notice and all shipments will be billed at Master Flo's prices in effect at time of shipment, unless otherwise agreed in writing by an authorized representative of Master Flo. Prices quoted are based on quantities quoted. Master Flo reserves the right to re-quote if quantities or delivery differ at the time the order is placed.
Schedule and Delivery: Quotations and sales, including transfer of title to goods sold and the risk therefor are Ex Works (per current Incoterms) at Master Flo's manufacturing facility in Edmonton, Alberta, unless otherwise expressly stipulated, and all transportation, insurance, customs duties and related charges are for the account of the Buyer or as otherwise agreed in writing. If published transportation rates are increased or decreased prior to shipment, prices of unshipped materials or goods which may have been ordered on a '"delivered price" basis, will be Increased or decreased accordingly. Master Flo reserves the right to notify the Buyer and then charge for storage and administration costs incurred against goods held for more than a reasonable period while awaiting delivery or other instructions, which the Buyer agrees to pay on demand.
Shipping: Master Flo will prepare shipments according to Master Flo's procedure and other applicable standards to minimize the possibility of rust, breakage or other deterioration in transit; however Master Flo accepts no responsibility for such damage. In the event of damage or loss in transit, the Buyer must give immediate notice to the carrier's agent at destination and to Master Flo. No claims for shortage or errors in charges or shipment shall be valid if not received in writing within thirty (30) days after receipt of goods.
Force Majeure: Master Flo will endeavor to complete the contract or deliver the goods within the time agreed, but will not be liable for any loss or damage caused directly or indirectly by any delay. Master Flo is not responsible for any loss damage or delays caused by changes to laws and/or regulations, or by fires, strikes, and disputes with workers, extreme weather, accidents, embargos, transportation delays, shortage of railcars, fuel or other materials, shortage of labor or tofor any other causes beyond the reasonable control of Master Flo. Should such a force majeure event occur, Master Flo will have additional time to perform as reasonable; and/or may apportion its production among its customers in an equitable manner; and/or has the option of terminating the contract by providing written notice to the Buyer.
Acceptance: Should the Buyer require inspection by its own representative, the request must be made when the order is placed to allow for price and schedule adjustments. It is the Buyer's responsibility to request inspection by its own representative, at its own cost. Otherwise, goods are deemed to be inspected and accepted before shipment is made. If a scheduled inspection is delayed by the Buyer, the delivery schedule will be extended accordingly. Buyer’s representative(s) may be required to sign a NonDisclosure Agreement before entering any of Master Flo's facilities or vendor’s facilities. In the event Buyer desires physical access to any of Master Flo’s facilities, Buyer agrees to indemnify, defend and hold harmless Master Flo, its affiliates and subsidiaries from and against any and all liabilities, claims and causes of action for personal injury, death or property damage occurring on or to such property as a result of Buyer’s entry onto the premises. In addition, Buyer agrees to comply fully with all rules, regulations and instructions issued by Master Flo regarding Buyer’s actions while upon, entering or leaving any of Master Flo’s facilities.
Payment: All invoices become net due and payable thirty (30) days after date of invoice or as otherwise agreed in writing, and Master Flo reserves the right to charge interest on any overdue invoices at 24% per annum until paid. Receipt of remittance by Master Flo constitutes date of payment.
Taxes: All taxes, duties, and/or fees that are payable or may become payable under any laws or regulation with respect to the sale, purchase, shipment, delivery, storage, use, consumption or transportation of the goods may be added to the invoice and in any event will be paid by the Buyer.
Export Requirements: If requested by Master Flo, the Buyer will provide Stream- Flo with the identity of the end-user and country of end-use information with respect to the products/services provided by Master Flo. The Buyer will comply with Canadian, U.S. or other applicable export control regulations and expressly assumes responsibility for determining any applicable export or reexport licensing requirements, obtaining any required export or reexport license authority, and complying with all applicable export clearance requirements associated with any export or reexport of the products/services received from Master Flo. Buyer shall not export, reexport, sell, lease, transfer, transship or otherwise assign the rights to the products/service provided by Master Flo to any person who is prohibited from receiving the products/services under applicable law, including without limitation any individual or entity that is (i) blocked or otherwise the subject of sanctions under applicable law; or (ii) engaged in or likely to use the products/services provided by Master Flo in the production of biological, nuclear or chemical weapons of any kind. Buyer shall not otherwise take any action that will cause Master Flo to violate Canadian, U.S. or other applicable export control laws and regulations.
Right to Cancel: All orders, shipments, and settlements are subject to approval by the Treasurer of Master Flo. Should the Buyer fail to fulfill the terms of payment for any order, Master Flo may defer further shipment until such payments are made or may cancel any or all orders unshipped. Master Flo reserves the right to require from the Buyer satisfactory security for performance of the Buyer's obligations under any order placed with Master Flo, and refusal or failure to furnish such security will entitle Master Flo to suspend shipment until such security is furnished or to cancel the order, or orders, or the unshipped portions thereof. In the event the Buyer cancels any order, the Buyer will become liable for and will pay Master Flo's reasonable cancellation charges, including payment for partially completed items, which amount will be determined by Master Flo for the particular circumstances.
Quality and Testing: Materials will be subject to Master Flo's standard manufacturing practices and classifications. Master Flo reserves the right to change specifications at any time without incurring obligation for equipment previously or subsequently sold.
Warranty: Master Flo warrants goods of its own manufacture against defects in material and workmanship when goods are used and/or operated and/or stored and/or serviced in accordance with prudent oilfield practices and Master Flo's written instructions for a period of 12 months from the date the goods are first used in commercial operation or 18 months from the date of shipment, whichever comes first. The Buyer will promptly notify Master Flo of any issue relating to the goods and/or service and Master Flo will promptly investigate the issue and direct the Buyer on how to proceed. No material may be returned by the Buyer except by prior arrangement with Master Flo. Goods returned may be subject to a re-stocking charge. Master Flo will warrant rectified goods or replacement components for one period only of 12 months, unless a longer warranty applies. Due to the unique nature of its goods, repair of defective goods may only be made by Master Flo or by a Master Flo approved service representative. Master Flo will not be liable for resulting expenses should the Buyer choose to repair or replace goods purchased from Master Flo. Use of a third party to repair or replace the goods will invalidate this warranty. MASTER FLO’S LIABILITY IS LIMITED AS ABOVE SET FORTH AND THE REMEDY PROVIDED HEREIN FOR THE BUYER IS THE SOLE REMEDY AND RECOURSE AVAILABLE TO THE BUYER AS AGAINST MASTER FLO FOR DEFECTS IN MATERIAL OR WORKMANSHIP TO THE GOODS SOLD. NO WARRANTY EITHER EXPRESS OR IMPLIED IS MADE BY MASTER FLO AS TO THE FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, CONDITION, CAPACITY OR EFFICIENCY FOR ANY GOODS SOLD.
If a Master Flo service technician is dispatched to the Buyer's site to make repairs, THE BUYER will pay the costs of that service call, if the goods are returned to Master Flo's facility for inspection and/or repair, the Buyer will send such goods on a freight pre-paid and duty-paid basis and indemnify Master Flo for all costs in connection therewith. Master Flo will not be responsible for costs related to rig stand-by time, lifting, re-installation, nor transportation of goods or personnel between any remote location of the goods and the agreed upon staging area. Costs for providing any temporary equipment to replace defective goods for testing, commissioning or operating will be borne by the Buyer. If it is determined that goods returned for warranty work are not eligible for coverage under warranty, the Buyer will be responsible for all costs of completed repairs. No goods may be returned for credit or replacement except by special arrangement, confirmed in writing by Master Flo. Goods returned without permission will be placed into Master Flo's "Customer Property" division at Buyer’s sole cost and risk.
Liability: The Buyer will hold Master Flo Group harmless and indemnify Master Flo Group from, for and against any and all claims, demands, liabilities, lawsuits or actions for damages and expenses, including legal fees, arising out of or relating to goods or services provided by Master Flo unless caused by the gross negligence or intentional misconduct of Master Flo Group. The Buyer will not claim against the Master Flo Group (and no member of the Master Flo Group shall be liable) for labor, direct or indirect expenditures or losses, economic or consequential damages (including loss of profits) or punitive damages resulting for the purchase or use of the goods and/or services of Master Flo howsoever caused. Notwithstanding any other provisions in the contract, the Buyer agrees that the liability of the Master Flo Group, whether in contract, tort or any other legal theory, will be limited to a maximum of 100% of the product value supplied by Master Flo and paid for under the contract. “Master Flo Group” is defined as Master Flo, its subsidiary and affiliated companies and insurers and its/their respective officers, directors, employees and agents. Master Flo acts as agent of each other member of the Master Flo Group to extend to each the benefit of this paragraph.
General: Failure of Master Flo to enforce any of these Terms and Conditions or to exercise any right occurring through the default of the Buyer will not constitute a waiver or acceptance of other or future defaults of the Buyer. These Terms and Conditions are subject to change from time to time by Master Flo. All statements and/or recommendations made by Master Flo to the Buyer in relation to the purchase or use of Master Flo's goods and services are made on the basis of information provided by the Buyer, and should such information be incorrect, incomplete or otherwise deficient, Master Flo will not be liable for any claims of any kind by the Buyer.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the contract.
Arbitration: If any disputes arise out of or in connection with the contract, including any question regarding its existence, validity or termination, either party may refer the dispute to arbitration to be resolved in the following manner:
- The place of arbitration shall be Edmonton, Alberta, Canada. The language of the arbitration shall be English. The arbitration shall be commenced by a written request for arbitration by the claimant delivered to the respondent and shall set out the nature of the claim(s) and the relief requested. Within twenty (20) days after receipt by the other party of a request for arbitration,
the parties shall each appoint an Arbitrator and by notice to the other, advise that other of the name and appointment of the Arbitrator so named. If either party shall refuse or neglect to appoint its Arbitrator within said period, the Arbitrator first appointed shall proceed as sole Arbitrator to determine the matter in dispute. If the two Arbitrators are so appointed within the time prescribed, they shall together agree upon and appoint a third Arbitrator who shall be chairperson and the three Arbitrators shall constitute the Arbitration Tribunal. In the event the two Arbitrators fail within fifteen (15) days following the date of the appointment of the later of the two of them to be appointed to agree upon a third Arbitrator, either party may apply to the Court of Queen’s Bench of Alberta to appoint a third Arbitrator and the Arbitrator so appointed shall be the third Arbitrator and chairperson. Notwithstanding the foregoing, the parties to the arbitration may unanimously agree in writing to appoint a single arbitrator to constitute the Arbitration Tribunal.
- The three Arbitrators or the single Arbitrator, as the case may be, shall arbitrate the dispute, shall be the masters of their procedure, and the ruling made by the Arbitrator or the majority of the three Arbitrators, as the case may be (or if there is no majority ruling, then the ruling of the third Arbitrator as chairperson), shall be final and binding upon the parties.
- Each party shall pay the fees and expenses of the Arbitrator appointed by it and the fees and expenses of the third Arbitrator shall be paid by the party against whom the arbitration award is made unless otherwise determined by the Arbitration Tribunal.
- The Arbitrators shall be independent and qualified by experience or training or both to decide the issue(s) in dispute.
- If the arbitrator appointed by a party fails or refuses to participate, the other two arbitrators may proceed with the arbitration and make an award if they determine that the failure or refusal to participate is unjustified.
- Enforcement of any arbitration award may be sought in any court of competent jurisdiction. The parties to the arbitration agree to attorn to the jurisdiction of the courts of the Province of Alberta. Except as otherwise provided in this clause, the provisions of the Arbitration Act (Alberta) shall apply to the arbitration.
Entire Agreement: The contract is the entire agreement between Master Flo and the Buyer and supersedes all prior negotiations, statements, proposals, inquiries, commitments and agreements, whether written or oral, pertaining to this contract or its subject matter. There are no understandings or agreements between Master Flo and the Buyer relative hereto which are not fully expressed in the contract.
Governing Law: The provisions herein contained will be interpreted and governed by and according to the laws of the Province of Alberta, Canada.
Copyright © 2013 Master Flo Valve Inc.