Starflex America Inc. — Standard Terms and Conditions of Sale
Terms and Conditions of Sale
1. Quotations and Acceptance
1.1. All quotations issued by Starflex America Inc. (“Seller”) are valid for thirty (30) days from the date of issue unless otherwise stated in writing.
1.2. No order shall be binding upon Seller until acknowledged in writing. Seller’s Order Acknowledgment shall constitute acceptance of the Buyer’s purchase order and the complete agreement between the parties.
2. Prices
2.1. All prices are quoted in U.S. dollars and are exclusive of applicable sales, use, excise, or other taxes, duties, and freight charges, unless expressly stated otherwise.
2.2. Prices are based on the cost of materials and labor at the time of quotation. Seller reserves the right to adjust prices in the event of material cost fluctuations prior to order acceptance.
3. Payment Terms
3.1. Unless otherwise agreed in writing, payment terms are net thirty (30) days from the date of invoice.
3.2. Past due accounts are subject to a service charge of 1.5% per month (18% per annum) or the maximum rate allowed by law.
3.3. Seller reserves the right to suspend production or shipment if Buyer’s account is overdue or if Seller, in its discretion, deems Buyer’s financial condition unsatisfactory.
4. Delivery, Quantity Variation, and Risk of Loss
4.1. Unless otherwise stated, all shipments are F.O.B. Seller’s facility (Houston, Texas), and title and risk of loss pass to Buyer upon delivery to the carrier.
4.2. Delivery dates are estimates only. Seller shall not be liable for any loss, damage, or penalty resulting from delays in delivery due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, material shortages, or transportation delays.
4.3. For scaled, weight-based, or measured items, delivery quantities may vary by ±5% of the quantity ordered. Such variation shall be deemed acceptable fulfillment and shall not constitute grounds for rejection, return, or price adjustment.
5. Inspection and Acceptance
5.1. Buyer shall inspect all goods immediately upon receipt.
5.2. Any claim for shortage, damage, or nonconformance must be made in writing within ten (10) days of receipt. Failure to notify Seller within this period shall constitute acceptance of the goods as delivered.
6. Warranty
6.1. Seller warrants that its products shall conform to specifications agreed upon in writing and be free from defects in material and workmanship for a period of twelve (12) months from the date of shipment.
6.2. Unless otherwise specified in writing by Buyer and accepted by Seller, all products shall be manufactured in accordance with ASME B16.20 and ASME B16.21 dimensional and tolerance requirements, as applicable.
6.3. This warranty does not cover damage caused by improper installation, misuse, alteration, improper storage, or normal wear and tear.
6.4. Seller’s sole obligation, and Buyer’s exclusive remedy, shall be the repair or replacement of defective goods, or refund of the purchase price, at Seller’s option.
6.5. EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
7.1. In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of production, downtime, or claims of third parties.
7.2. Seller’s total liability under any cause of action shall not exceed the purchase price of the goods giving rise to the claim.
8. Returns and Refunds
8.1. Fabricated, custom, and special purchase items are non-returnable.
8.2. No goods may be returned without Seller’s prior written authorization (Return Material Authorization – RMA).
8.3. Requests for return authorization must be made within thirty (30) days from the invoice date.
8.4. Authorized returns must be shipped prepaid, in unused condition, and in original packaging.
8.5. All approved returns are subject to a 25% restocking fee, plus all applicable freight, handling, and inspection costs.
8.6. Seller reserves the right to reject returns that do not comply with these conditions.
9. Cancellation or Change Orders
9.1. Orders may not be canceled or modified by Buyer except with Seller’s prior written consent and upon terms that compensate Seller for all costs and losses incurred.
9.2. Fabricated, custom, or special purchase items are not cancellable once the order is acknowledged, regardless of production status.
10. Intellectual Property
10.1. All drawings, designs, tooling, data, and intellectual property developed or supplied by Seller remain the property of Seller unless otherwise agreed in writing.
10.2. Buyer shall indemnify and hold Seller harmless against all claims, liabilities, or damages arising from products manufactured to Buyer’s specifications.
11. Governing Law and Jurisdiction
11.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
11.2. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Harris County, Texas.
12. Entire Agreement
12.1. These Terms and Conditions, together with Seller’s quotation and order acknowledgment, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, or understandings.
12.2. Any additional or conflicting terms proposed by Buyer are expressly rejected unless accepted in writing by an authorized officer of Seller.