E.C. FRAZIER & ASSOCIATES, INC.

TERMS AND CONDITIONS OF SALE

JUNE 25, 2013

  1. ACCEPTANCE OF ORDER; TERMINATION – Acceptance of any order is subject to credit approval and acceptance of an order by E.C. Frazier & Associates, Inc. (“Frazier”) and, when applicable, Frazier’s suppliers. If the credit of the buyer of the goods (“Buyer”) becomes unsatisfactory to Frazier, Frazier reserves the right to terminate upon notice to Buyer and without liability to Frazier.
  2. PRICES AND SHIPMENTS – Unless otherwise quoted, prices shall be those in effect at the time of shipment, which shall be made F.O.B. shipping point, prepaid and bill.
  3. RETURN OF GOODS – Credit may be allowed for goods returned with prior approval. A deduction may be made from credits issued to cover the cost of handling.
  4. TAXES – Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Frazier for any such tax or provide Frazier with acceptable tax exemption certificate.
  5. DELAY IN DELIVERY – Frazier is not to be accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Frazier’s reasonable control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Frazier be liable for any consequential or special damages arising from any delay in shipment or delivery.
  6. WARRANTIES –  Frazier warrants that all goods sold are free of any security interest and will make available to Buyer all transferable warranties made to Frazier by the manufacturer of the goods. FRAZIER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF FRAZIER.
  7. LIMITATION OF LIABILITY – Buyer’s remedies under this agreement are subject to any limitations contained in manufacturer’s terms and conditions to Frazier, a copy of which will be furnished upon written request. Furthermore, Frazier’s liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at Frazier’s option, and IN NO CASE SHALL FRAZIER BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. In addition, claims for shortages, other than loss in transit, must be made in writing not more than five (5) days after receipt of shipment.
  8. WAIVER – The failure of Frazier to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this agreement.
  9. MODIFICATION OF TERMS AND CONDITIONS –  These terms and conditions supersede all other communications, negotiations, and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Frazier unless made in writing and signed on its behalf by a duly authorized representative of Frazier. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bond. Any proposed modifications or additional terms are specifically rejected and deemed a material alternation hereof. IF this document shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer’s assent to any additional or different terms set forth herein.
  10. GENERAL PROVISIONS – All typographical or clerical errors made by Frazier in any quotation, acknowledgment or publication are subject to correction. This agreement shall be governed by the laws of the State of Texas applicable to contracts to be formed and fully performed within the STate of Texas, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the District Court of McLennan County, Texas, or the United States District Court for the Western District of Texas, and no other place unless otherwise determined in Frazier’s sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.
  11. PAYMENT TERMS – Payment terms by as stated on Frazier’s invoice or as otherwise mutually agreed. As a condition of the sales agreement, a monthly service charge of the lesser of 1-1/2% or the maximum permitted by law may be added to all accounts not paid by net due date.