TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICES
 
Please read these Terms and Conditions of Product Sales very carefully.
1.     Agreement  These Terms and Conditions, together with any information or documents incorporated in by reference or attached to the formal Pigging Solutions, LLC (“PSLLC”) Sales Order Acknowledgement, contain the entire and exclusive agreement (“Agreement”) between PSLLC and PSLLC’s customer (“Customer”) and supersede any other understandings or agreements, verbal or otherwise, except as expressly set forth in the Agreement.  Any additional or different terms in any forms delivered by you (Customer) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By ordering products and/or services from Pigging Solutions, LLC, Customer agrees to be bound by and accepts these Terms and Conditions of Product Sales and Services. Notwithstanding anything in the foregoing to the contrary, if Customer has heretofore made PSLLC an offer with respect to any goods and/or services (“Goods”) to be provided hereunder, this Agreement shall not operate as an acceptance of Customer’s offer, but shall be deemed a counteroffer.  PSLLC expressly limits and makes expressly conditional any acceptance by Customer, regardless of its form or substance, of an offer to these Terms and Conditions.  Reference to any form or communication of Customer, including but not limited to PSLLC noting Customer’s Purchase Order number shall not be deemed to be an acceptance of any terms and conditions therein.
 
2.     Important Information About These Terms and Conditions of Product Sales and Services  These Terms and Conditions of Product Sales and Services constitute a binding contract between Customer and the Pigging Solutions, LLC. Customer accepts these Terms and Conditions of Product Sales and Services by making a placing an order. Orders are not binding upon Pigging Solutions, LLC. until accepted by Pigging Solutions, LLC.  These Terms and Conditions of Product Sales and Services are subject to change without prior notice, except that the Terms and Conditions of Product Sales and Services at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Pigging Solutions, LLC and Customer. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions of Product Sales contained herein and in Pigging Solutions, LLC. invoice or other Pigging Solutions, LLC. documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Product Sales and Services or any purchase order or invoice related thereto.
 
3.     Governing Law  These Terms and Conditions of Products Sales and any sale of products hereunder will be governed by the Laws of the State of Missouri, without regard to conflicts of law rules. Any arbitration, enforcement of an arbitration or litigation will be brought exclusively in Greene County, Missouri and Customer consents to the jurisdiction of the Federal and State Courts located therein, submits to the jurisdiction thereof and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Product Sales more than one (1) year after the cause of action arisen.
 
4.      Cancellations  In the event an order is cancelled after it has been accepted, immediate payment in full of the amount based on the percent of work complete and/or all expenses incurred by PSLLC for the order plus 25%.  All cancellation requests must be in writing and subject to approval by PSLLC. Cancellation requests that do not conform to the returns policy of the manufacturer are explicitly denied.
 
5.     Warranties  Customer understands that Pigging Solutions, LLC. is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Pigging Solutions, LLC. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by Pigging Solutions, LLC. or its affiliates. Pigging Solutions, LLC. or its affiliates hereby expressly disclaim all warranties either express of implied, related to products, including, without limitation, any warranty of merchantability of fitness for a particular purpose, or warranty of non-infringement. This disclaimer does not affect the terms of the manufacturer's warranty, if any.   Any warranty shall be valid and remain in effect only if: (i) the Goods are used, maintained, installed, stored and repaired by Customer as required by all applicable documentation; (ii) Customer has paid PSLLC all sums due hereunder; (iii) Customer had not modified the Goods; (iv) the claim is unrelated to normal wear and tear, corrosion or erosion, or to any Good normally consumed in operation or that has a normal life inherently shorter than the applicable warranty period; (v) the claim is unrelated to the failure by Customer to follow the most current instructions issued by the manufacturer with respect to the proper use of Goods;  (vi) the claim is unrelated to Customer’s provided materials, assembly, specification(s) or design(s) or to the negligence or act of Customer or any third party; (vii) there has been no operation or use of the Goods under conditions more severe than those for which the Goods were specified; or (viii) the claim is unrelated to force majeure.
 
6.     Product Designs  Product designs are the property of the manufacturer  and are subject to change at the manufacturer’s sole discretion without notice to the Customer.
 
7.     Pricing Information and Terms; Availability Disclaimer  The prices for all PSLLC products are quoted in US dollars and are subject to change without notice. Pigging Solutions, LLC. reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes . All amounts due hereunder exclude all U.S. and foreign federal, state, local, municipal or other sales, excise, use, value added, stamp, property or other taxes and fees and all export or import fees, customs duties, tariffs or consular fees, now in force or enacted in the future.  All such costs, duties, tariffs, taxes and fees shall be paid by Customer unless Customer provides a certificate of exemption or similar document exempting a payment from an applicable tax or fee.  If any government or body or similar authority determines that PSLLC is liable for such costs, duties, tariffs, taxes and fees, then Customer shall promptly reimburse PSLLC for any such liabilities paid by PSLLC.   Prices are F.O.B manufacturer’s factory.  All orders are subject to product availability. Therefore, Pigging Solutions, LLC. cannot guarantee that it will be able to fulfill Customer's orders. Some items need makeup time allowed before shipping.
 
8.      Payment Terms  All sales orders require a 30% down payment before any product will be ordered from the manufacturer.  Additional installment invoices may be issued during the project.  Installment and final invoices are due on or before 30 days after the date of the invoice.  An account which is delinquent may be subject to restricted or no shipment of Goods, halt of project work and may be subject to finance charges of  1.5% per month or the maximum allowed by law on past due invoices.  If during the period of performance of an order, the financial condition of the Customer is determined by PSLLC not to justify the terms of payment specified, PSLLC may demand full or partial payment in advance before proceeding with the work, or satisfactory security or guarantees that invoices will be promptly paid when due, or, at its option without prejudice to other lawful remedies, PSLLC may defer delivery or cancel this contract.  If Customer defaults in any payment when due, or in the event any voluntary or involuntary bankruptcy or insolvency proceedings involving Customer are initiated by or against the Customer, then the whole contract price shall immediately become due and payable on demand, or PSLLC, at its option without prejudice to its other lawful remedies, may defer, deliver or cancel this contract.
 
9.     Delivery and Title  Customer understands that Pigging Solutions, LLC. is not the manufacturer of the products purchased by Customer hereunder and that PSLLC will not be liable for any losses or damages resulting from any delays in shipment or delivery due to any cause whatsoever. PSLLC reserves the right to make delivery in installments, unless otherwise expressly stipulated in the for Sales Order Acknowledgement; and such installments when separately invoices, shall be paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries.  PSLLC reserves the right to charge an expediting fee where special delivery circumstances might apply.  Title to Goods, and all accessories to or products or proceeds of the Goods, shall remain with PSLLC until payment in full of the purchase price and of other amounts owing by the Customer.  To the extent legal title to the Goods shall be deemed by law to pass to Customer at the time of delivery and prior to performance of all of Customer’s obligations hereunder, equitable title shall remain in PSLLC until payment in full of the purchase price.  Customer shall grant, and by acceptance of the Goods shall be seemed to have granted, to PSLLC, a security, purchase money security, interest in all Goods to secure payment of the purchase price and other amounts owing by Customer and performance of all Customer’s obligations thereunder.  Customer acknowledges a security interest by the manufacturer may be desired and the Customer shall permit the manufacturer to file this Agreement or financing statement(s) pursuant to the applicable Uniform Commercial Code or other applicable laws to evidence and/or perfect the manufacturer’s security interest in the Goods.  On request, Customer shall execute any and all documents and agreements in this regard and assist PSLLC and/or the manufacturer in any filing thereof.  PSLLC may reclaim any Goods delivered or in transit to the Customer if the Customer fails to make payments when due. 
 
10.    Shipment and Risk of Loss  All shipment are F.O.B. manufacturer’s facility.  Any order’s not meeting the manufacturer’s freight allowance policy will be shipped prepaid and added to the invoice.  Customer acknowledges that select freight routing resides with the manufacturer and all freight claims and tracers are Customer’s responsibility.  During shipment from the manufacturer facility or return shipment to manufacturer’s facility, Customer bears all risk of loss thereto, and carry adequate insurance for any or all loss, damage and destruction. 
 
11.   Shipping Discrepancies  Claims for shipping shortages or discrepancies, errors in freight charges must be reported to PSLLC within 10 days of shipment date. 
 
12.   Product Returns  Customer understands that Pigging Solutions, LLC. is not the manufacturer of the products purchased by Customer, therefore product returns will follow the terms and conditions of the manufacturer.  Specialized goods, custom products and made to order products are, by their nature, not returnable.  
 
13.   Limitation of Liability and Exclusion of Consequential Damages  GOODS ARE SOLD HEREUNDER AS IS, AND NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WHETHER IN RELATION TO MERCHANTABILITY, HIDDEN DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, NONINFRINGEMENT OR OTHERWISE IS GIVEN BY PSLLC TO CUSTOMER OR ANY OTHER PARTY, NEITHER PSLLC NOR THE MANUFACTURER OF THE GOODS SHALL UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INDIRECT, SPECIAL, ORDINARY, EXEMPLARY, CONSEQUENTIAL OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFIT OR USE OR COST OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE), ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.  UNDER NO CIRCUMSTANCES SHALL PSLLC’S OR MANUFACTURER’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, BUT LIMITED TO ANY WARRANTY CLAIMS HEREUNDER), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO PSLLC HEREUNDER (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN SUCH ACTION).  The warranties set forth in Section 5  do not cover any expense incurred in repairs or alteration made outside the manufacturer’s plant without prior authorization, nor do they cover in any way the performance of equipment, which has been revised or altered by others.  Customer is wholly responsible for establishing the suitability of the product for his or her particular application or operating conditions, which do not exceed product limitations.
 
14.   Force Majeure  Other than the party’s payment obligations under this contract, neither party shall be liable for any default or delay in delivery due to causes beyond its reasonable control, such as acts of God, acts of the other party that cause delay, acts of civil or military authority, fires, strikes, floods, delays in transportation, government regulation (whether valid or not), or inability due to causes beyond the control of Seller to obtain necessary engineering talent, labor or materials.  In the event of such delay, the delivery shall be extended for a period equal to the time lost thereby. 
 
15.   Safety and Indemnification   Customer in its use of the Goods shall comply with all statutes, laws, ordinances, regulations and/or guidelines of any application jurisdiction or agency, including without limitation, the Occupational Safety and Health Act of 1970, as amended.  Customer shall ensure that its personnel are, at all times, trained in the proper use and/or operation of the Goods and that the Goods are used in accordance with applicable manuals, documentation and instructions.  Customer shall indemnify, defend and hold PSLLC and the manufacturer harmless from and against all claims, damages, losses, judgments, fees, expenses and costs, including attorneys fees, as incurred, arising out of or resulting from Customer’s failure to comply with or in any way related to its breach of this Agreement, the acts or omissions of Customer, and/or to the matters contained in this Agreement. 
 
16.   Severability  If any provision or portion thereof of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENTED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISIONS AND TO BE ENFORCED AS SUCH.  The remaining provisions shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of the Agreement.  Customer waives any governmental immunity, if applicable, to any and all causes of action.
 
17.   Miscellaneous
 
a.     None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of PSLLC, the manufacturer, it agents, subcontractors, or employees, or by any subsequent Customer correspondence, purchase order or the like, but only by an instrument in writing signed by an authorized representative of PSLLC.  No waiver by PSLLC of any provisions of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. 
b.     It is expressly declared that this Agreement and the relationship between the parties hereby established do not constitute a partnership, joint venture or agency arrangement between them 
c.     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Customer may not assign its rights or obligations under the Agreement in any way without the prior written consent of PSLLC.  PSLLC may use subcontractors as it deems necessary. 
d.     This Agreement may be amended only in writing signed by each of the parties hereto. 
e.     All notices required to be given hereunder shall be in writing.  Notices shall be considered delivered and effective upon receipt when sent by registered or certified mail postage pre-paid, return receipt requested, addressed to the parties.  Either party, upon written notice to the other, may change the address to which future notices shall be sent. 
f.      Buyer shall not, directly or indirectly, export or transmit any Goods covered by this Agreement to any country to which such export or transmission is restricted by applicable regulations or statutes of the United States or any agency thereof, without the prior written consent of the U.S. Department of Commerce, Washington, DC 20230 and of any other required governmental agency.  Customer covenants that the Goods are not intended for any nuclear use or chemical or biological weapons production. 
g.     Applicable sections of this agreement shall survive the termination or expiration of this Agreement for any reason whatsoever. 
 
18.    Arbitration  Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products sold pursuant to these Terms and Conditions of Product Sales, the interpretation or application of these Terms and Conditions of Product Sales or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions of Product Sales (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Pigging Solutions, LLC.'s advertising and marketing (collectively, a "Claim") will be resolved, upon the election of Pigging Solutions, LLC. Customer of third parties involved, exclusively and finally by binding arbitration. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither Pigging Solutions, LLC. nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions of Product Sales, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Springfield, Missouri. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Pigging Solutions, LLC. arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.