Central Conduit, Inc. Master Terms of Sale
Business-to-business terms for resale products and custom-fabricated PVC elbows, sweeps, bends, and related assemblies.
These Terms of Sale govern all quotations, sales orders, invoices, and shipments by Central Conduit. Any additional, different, or conflicting terms in any purchase order, acknowledgment, or other customer document are rejected and shall have no force or effect unless expressly accepted in writing by Central Conduit.
1. Parties and Scope
These Master Terms of Sale (“Terms”) apply to every quotation, order acknowledgment, sale, shipment, invoice, credit extension, and other transaction by Central Conduit, Inc. (“Seller”) for the sale of goods and related services to the customer identified on the applicable quotation, purchase order, order acknowledgment, credit application, invoice, or other transaction document (“Buyer”).
Seller sells both standard resale products and custom, made-to-order, fabricated, modified, assembled, bent, or otherwise specially prepared goods. These Terms apply to both categories unless a section expressly states otherwise.
2. Order of Precedence
The contract between Seller and Buyer consists only of the following, in this order of precedence:
1. Seller’s written quotation or proposal, but only if signed or otherwise expressly accepted by Seller;
2. Seller’s written order acknowledgment, if any;
3. These Terms;
4. The face of Seller’s invoice solely for transaction-specific commercial details such as quantity, price, and shipment details.
Any purchase order, vendor portal language, unilateral buyer terms, website terms, course of dealing, or other Buyer document is rejected and does not modify the contract unless Seller expressly agrees in a separate writing signed by an authorized officer of Seller that specifically references the provision being accepted.
Seller’s commencement of performance, shipment, invoicing, or deposit of payment does not constitute acceptance of any Buyer terms.
3. Quotes and Pricing
All quotations are subject to withdrawal, revision, prior sale, raw-material price changes, freight changes, tariff changes, manufacturing changes, specification review, and credit approval unless the quotation expressly states otherwise.
Unless otherwise stated in writing by Seller:
– prices exclude freight, fuel surcharges, taxes, duties, tariffs, storage, insurance, unloading, rigging, and special packaging;
– prices are based on shipment within the quoted time period;
– quoted lead times are estimates only;
– any tax not legally required to be collected by Seller remains Buyer’s responsibility.
Quoted lead times are estimates only and are based on then-current material availability, manufacturing and fabrication capacity, supplier performance, transportation conditions, and project information available to Seller at the time of quotation.
4. Credit Approval and Financial Information
All sales on open account are subject to Seller’s continuing credit approval. Seller may reduce or withdraw credit, require payment in advance, require a deposit, require progress payments, require cash on delivery, suspend further performance, or require additional security at any time in Seller’s reasonable discretion.
Buyer shall provide accurate project, ownership, contractor, bond, and financial information upon request. Seller may rely on information provided by Buyer and may verify it.
5. Payment Terms
Unless otherwise stated in Seller’s signed writing, payment terms are net 30 days from invoice date. Seller may require deposits, milestone billing, progress billing, or payment in full before shipment for custom or special-order goods.
Amounts not paid when due accrue a service charge at the lesser of 1.5% per month or the maximum lawful rate.
Buyer shall pay all invoiced amounts without setoff, back charge, holdback, deduction, recoupment, counterclaim, or retention except to the extent prohibited by applicable law or expressly agreed in a signed writing by Seller.
If Buyer disputes any invoice, Buyer must notify Seller in writing within 10 days after invoice date, identifying the specific disputed amount and basis. Buyer shall timely pay all undisputed amounts.
Acceptance of partial payment does not waive Seller’s right to recover the balance or exercise any other remedy.
6. Suspension and Adequate Assurance
Seller may suspend performance, withhold shipment, cancel undelivered quantities, or require adequate assurance of payment or performance if Buyer is late in payment, becomes insolvent, provides inaccurate project information, fails to provide requested bond or project data, or if Seller reasonably believes payment or performance is insecure.
Seller’s exercise of these rights does not waive any other remedy.
7. Project Information and Cooperation
For any project-related sale, Buyer shall promptly provide, upon request:
– full project name and address;
– county and state of project location;
– legal name of owner;
– legal name and address of prime contractor;
– Buyer’s exact role in the contract chain;
– payment bond information, including surety name, bond number, and a copy of the bond if available;
– applicable project specifications, approved submittals, and drawings;
– first and last anticipated delivery dates;
– any information reasonably requested by Seller to preserve or enforce lien, bond, notice, trust fund, UCC, or other payment rights.
Buyer shall be liable for damages, costs, and expenses caused by inaccurate or incomplete project information.
8. Preservation of Lien, Bond, Notice, and Payment Rights
Nothing in these Terms or any transaction document shall be construed as a waiver of any lien rights, bond rights, notice rights, trust fund rights, stop notice rights, UCC rights, reclamation rights, or any other rights or remedies available to Seller under contract, statute, or common law.
Seller may give any preliminary notice, notice to owner, notice of furnishing, notice of intent, bond notice, stop notice, lien claim, UCC filing, reclamation demand, or other preservation or enforcement notice at any time required or permitted by applicable law.
Buyer shall cooperate fully and promptly in providing all information reasonably requested for that purpose.
No clause in any Buyer document purporting to prohibit, delay, condition, or waive such rights shall apply unless enforceable under applicable law and expressly accepted by Seller in a signed writing that specifically references the affected right.
9. Public Projects and Bond Claims
On public or quasi-public projects, Seller’s rights may include payment bond rights rather than lien rights against the project real property. Buyer shall, upon request, promptly provide complete bond information and reasonable cooperation to permit preservation and enforcement of bond rights.
Buyer acknowledges that time-sensitive statutory notices may be required and agrees that Seller may issue such notices before, during, or after performance as Seller deems necessary to preserve its rights.
10. Custom, Special-Order, and Fabricated Goods
All custom, made-to-order, fabricated, modified, assembled, bent, cut, chamfered, configured, or specially sourced goods are noncancelable and nonreturnable once Seller begins engineering, procurement, scheduling, fabrication, or production activity, unless Seller agrees otherwise in writing.
Buyer is solely responsible for verifying and approving all project requirements, dimensions, counts, degrees, radii, takeoffs, bills of material, cut lists, schedules, drawings, sketches, plans, specifications, and field conditions before production.
If Seller assists with takeoffs, measurements, bend schedules, product configuration, or interpretation of drawings, Buyer remains solely responsible for final review and written approval before production. Seller may rely conclusively on any approval, signoff, marked-up drawing, purchase order, submittal, field measurement, or instruction from Buyer.
Goods produced in accordance with Buyer-approved drawings, schedules, or written instructions are deemed conforming even if the approved design later proves unsuitable for Buyer’s project, installation method, field conditions, code interpretation, or intended use.
Changes requested after approval may result in revised pricing, lead times, freight, scrap, restocking, rework, and cancellation charges.
11. Delivery, Shipment, and Risk of Loss
Delivery dates are estimates unless Seller expressly guarantees a date in a signed writing. Seller is not liable for delay damages, liquidated damages, back charges, acceleration costs, extended overhead, job costs, or consequential damages arising from delayed shipment, partial shipment, schedule changes, or changes in material availability, fabrication capacity, supplier performance, or transportation conditions.
Unless otherwise agreed in writing, shipment terms are F.O.B. the point of shipment, whether Seller’s facility or the facility of Seller’s supplier, manufacturer, or contract fabricator, and title and risk of loss pass to Buyer upon delivery to the carrier at that point.
Buyer shall inspect goods promptly upon receipt. Visible damage, shortage, or shipment discrepancy must be noted on the delivery receipt and reported to Seller in writing within 3 business days after delivery. Concealed damage or nonconformity reasonably not discoverable on delivery must be reported in writing within 10 days after discovery and in no event later than 30 days after delivery.
Failure to timely report a claim waives the claim to the extent permitted by law.
If Buyer delays release, pickup, delivery scheduling, acceptance, or receipt of goods after notice that the goods are ready, Seller may store the goods at Buyer’s risk and expense, whether at Seller’s facility or elsewhere. In that event, Seller may invoice the goods as delivered and charge reasonable storage, handling, demurrage, rehandling, warehousing, insurance, and related costs from the date the goods are ready for pickup or shipment. Seller is not responsible for deterioration, damage, or delay caused by such storage except to the extent resulting solely from Seller’s gross negligence or willful misconduct.
12. Acceptance
Goods are deemed accepted upon the earliest of:
– Buyer’s receipt and use of the goods;
– Buyer’s installation, resale, incorporation, modification, or further processing of the goods;
– Buyer’s failure to timely reject with specific written reasons;
– expiration of the applicable inspection period.
Rejected goods may not be returned without Seller’s written return authorization.
13. Limited Warranty
Seller warrants only that, at the time of delivery, goods will materially conform to the written description in Seller’s quotation or order acknowledgment and, for fabricated goods, to the final Buyer-approved drawings or written specifications actually used for fabrication.
For goods not manufactured by Seller, Seller passes through only such warranty, if any, as the original manufacturer or fabricator actually provides and permits to be assigned or enforced by Buyer.
Seller does not warrant:
– design furnished by Buyer;
– field measurements furnished by Buyer or others;
– compatibility with other systems unless expressly stated in writing by Seller;
– fitness for a particular purpose;
– merchantability beyond any non-waivable requirements of applicable law;
– compliance with specifications, codes, or project requirements not expressly set forth in the final written documents used by Seller;
– color, finish, cosmetic appearance, or minor dimensional variation within commercially reasonable tolerances.
Seller’s sole obligation and Buyer’s exclusive remedy for a valid warranty claim is, at Seller’s option, repair, replacement, or credit of the nonconforming goods or the affected portion of them.
14. Warranty Exclusions and Remedy Limits
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT ANY SUCH WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, DELAY DAMAGES, LOSS OF USE, COST OF COVER, FIELD LABOR, REMOVAL, REINSTALLATION, OR DAMAGE TO OTHER PROPERTY OR WORK.
Seller’s aggregate liability arising out of any transaction shall not exceed the purchase price actually paid to Seller for the specific goods giving rise to the claim.
15. Indemnity by Buyer
Buyer shall defend, indemnify, and hold Seller harmless from claims, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
– Buyer’s drawings, design, specifications, instructions, or approvals;
– project-specific requirements supplied by Buyer;
– improper storage, handling, installation, fabrication by others, alteration, or misuse of the goods;
– Buyer’s breach of these Terms;
– claims by Buyer’s customers or upstream parties to the extent greater obligations were imposed without Seller’s written acceptance.
Seller does not accept broad-form project indemnity obligations in favor of Buyer unless separately agreed in a signed writing.
16. Returns and Cancellations
Standard stock goods may be returnable only with Seller’s written approval and may be subject to restocking charges, return freight, inspection, and other conditions.
Custom, special-order, fabricated, or nonstandard goods are nonreturnable and noncancelable once committed as described in Section 10.
If Buyer wrongfully cancels or repudiates, Seller may recover the contract price, work in process, committed materials, storage, demobilization, lost margin where permitted, and any other damages available by law.
17. Taxes and Compliance
Buyer shall pay all sales, use, excise, value-added, gross receipts, tariffs, duties, and similar charges arising from the transaction, other than taxes based on Seller’s net income. If Buyer claims exemption, Buyer shall provide a valid exemption certificate before shipment.
Buyer is responsible for obtaining permits, approvals, and compliance determinations for the project unless Seller expressly agrees otherwise in writing.
18. Insurance
Seller is not required to provide project-specific insurance, additional insured status, waiver of subrogation, or flow-down insurance obligations unless separately agreed in a signed writing by Seller.
19. Excusable Delay
Seller is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, weather, fire, flood, labor issues, transportation interruption, material shortages, manufacturing delays, raw-material allocation, utility interruption, war, terrorism, governmental action, epidemic, cyber incident, or supplier/fabricator delay not caused solely by Seller’s willful misconduct.
Seller may allocate available supply among customers in its reasonable discretion.
20. Attorney Fees and Collection Costs
Buyer shall reimburse Seller for all reasonable costs of collection, preservation of rights, and enforcement, including attorneys’ fees, lien service fees, bond claim fees, filing fees, expert fees, collection agency fees, and court costs, to the fullest extent permitted by applicable law.
21. Governing Law; Forum; State-Specific Override
Unless a mandatory statute requires otherwise, these Terms and any sale of goods under them are governed by the law of the state of Seller’s principal place of business, excluding conflict-of-laws rules.
Any action arising out of a transaction shall be brought in a state or federal court located in or having jurisdiction over the county of Seller’s principal place of business, unless mandatory law requires a different forum for a specific claim, including certain lien, bond, or public-procurement claims. In that event, the required claim may be brought in the forum mandated by applicable law, and all remaining claims may still be brought in the forum otherwise permitted by this Section.
If any forum, notice, remedy, disclaimer, waiver, or limitation in these Terms is unenforceable under the law applicable to a specific transaction or claim, the provision shall be enforced only to the maximum extent permitted, and the remaining Terms shall continue in effect.
22. No Waiver; Severability
A waiver is effective only if in a signed writing by Seller. No failure or delay by Seller in exercising any right waives that right.
If any provision of these Terms is held unenforceable, the remaining provisions remain effective, and the unenforceable provision shall be limited only to the minimum extent necessary.
23. Electronic Signatures and Counterparts
Electronic signatures, emailed acceptances, portal acknowledgments, and counterpart signatures shall be deemed originals and fully enforceable to the extent permitted by law.
24. Entire Agreement; Amendments
These Terms, together with the governing quotation or order acknowledgment, constitute the complete agreement for the transaction unless Seller expressly agrees otherwise in a signed writing. No oral statement, prior dealing, trade usage, email exchange, field conversation, or informal communication changes these Terms.
No salesperson, customer service representative, project manager, estimator, or other employee or agent of Seller has authority to waive, modify, or supplement these Terms unless the change is set forth in a written document signed by an authorized officer of Seller. Buyer may not rely on any contrary oral statement or informal communication.
25. Project-Specific Addendum
Seller may require a project-specific addendum for public projects, custom fabrication, major project sales, owner-driven forms, or other project-specific transactions. Any such addendum will supplement these Terms only for the specific transaction it covers. If there is a conflict between an executed addendum and these Terms, the addendum will control only as to that transaction, and these Terms will remain in effect in all other respects.