Built by Industry Experts. Powered by Innovation. Proven in the Field. - Smart Takeoff ©
Built by Industry Experts. Powered by Innovation. Proven in the Field. - Smart Takeoff ©
1.1 Seller means SIMPLY SMART HOLDINGS dba SIMPLY SMART INDUSTRIAL, or one or more of its affiliates or subsidiaries.
1.2 Buyer means the firm, person, corporation, or business entity purchasing the Goods from Seller.
1.3 Goods means the goods and/or services described in any Purchase Order (as defined below) delivered by Seller.
1.4 This General Terms and Conditions for Sale of Goods Agreement (the “Agreement”) shall be effective upon the earlier of (i) the date Buyer first delivers a Purchase Order to Seller or (ii) the date Seller delivers its first quote to Buyer (the “Effective Date”), and shall govern all purchases and sales of Goods between Buyer and Seller.
2.1 Seller is a distributor of industrial products, including but not limited to pipe, valves, fittings, flanges, related components, and associated services (collectively, the “Products”).
2.2 All Products sold by Seller are sourced from third-party manufacturers unless expressly stated otherwise in writing.
2.3 Product descriptions, specifications, dimensions, weights, materials, country of origin, compliance certifications, and availability are based on information provided by manufacturers and suppliers and are subject to change without notice.
2.4 Seller does not manufacture the Products and does not guarantee that Products will be suitable for Buyer’s specific application unless expressly agreed to in writing.
2.5 Buyer is solely responsible for determining the suitability of Products for Buyer’s intended use.
3.1 Orders for the purchase of Goods (“Purchase Orders”) must be submitted to Seller via facsimile, Seller’s online ordering portal, Seller’s internal electronic ordering system, email, or, at Seller’s discretion, orally on a case-by-case basis.
3.2 Each Purchase Order shall specify:
(a) quantity of Goods,
(b) pricing as provided in Section 5,
(c) payment terms granted by Seller, and
(d) requested receipt date.
3.3 Prior to issuance of a Purchase Order, Seller will provide an estimate (“Estimate”) upon which Buyer may base its Purchase Order.
3.4 Buyer is responsible for ensuring the Purchase Order matches the Goods listed on the Seller-provided Estimate. Any deviation or inconsistency shall be deemed Buyer’s responsibility, and Buyer shall bear all costs incurred by Seller to remedy such inconsistency.
3.5 Receipt dates must fall within the term of this Agreement unless Seller, in its sole discretion, elects to accept a Purchase Order with a requested receipt date after expiration or termination. Such acceptance shall not extend this Agreement.
4.1 By submitting a Purchase Order, Buyer agrees to be bound by this Agreement.
4.2 Purchase Orders are not binding on Seller until accepted in writing by an authorized representative of Seller or upon shipment of Goods.
4.3 Acceptance by shipment applies only to the portion of the Purchase Order shipped.
4.4 Automated or system-generated responses do not constitute acceptance.
4.5 Seller reserves the right to refuse, cancel, or delay any Purchase Order if Buyer is delinquent in payment or otherwise in breach of this Agreement.
4.6 Buyer acknowledges and agrees that certain Goods are non-cancelable and non-returnable and that all applicable fees are non-refundable as set forth in this Agreement.
5.1 Prices shall be either:
(a) Seller’s published price list effective at delivery; or
(b) the price stated in a Seller-issued quote for a specific Purchase Order.
5.2 Prices exclude freight, insurance, handling, packaging, duties, taxes, VAT, brokerage fees, and similar charges, all of which are Buyer’s responsibility (excluding taxes based on Seller’s net income).
5.3 Buyer shall not withhold, deduct, or set off any amounts without Seller’s prior written consent.
5.4 All prices quoted by Seller are subject to change prior to acceptance of a Purchase Order unless expressly stated otherwise in writing.
5.5 Buyer acknowledges and agrees that all items included in a Seller Estimate or quote must be purchased in full to maintain the quoted unit pricing. If Buyer elects not to purchase all quoted items, Seller reserves the right to adjust unit pricing accordingly.
6.1 Seller shall invoice per shipment or upon completion of services.
6.2 Invoices shall reference Buyer’s Purchase Order number and include reasonable detail as requested.
6.3 Payment shall be made in U.S. Dollars within thirty (30) days of invoice receipt unless otherwise agreed in writing.
6.4 Accepted payment methods include check, ACH, or credit card. Credit card payments are subject to processing fees, which shall be disclosed to Buyer at the time of payment and may be added to the invoice or charged separately. Buyer agrees to pay all applicable credit card processing fees in addition to the invoiced amount.
6.5 All fees charged by Seller in connection with a Purchase Order, including but not limited to credit card processing fees, expedited handling fees, special packaging fees, restocking fees, and third-party service charges, are non-refundable, regardless of cancellation, return, rejection, or dispute of the Goods, to the fullest extent permitted by law.
6.6 Remittance and AP inquiries: accounting@simplysmartindustrial.com
Invoices are issued from: outbox@mg.sosinventory.com
6.7 All accounts, monies, and obligations due to Seller shall be payable at Seller’s place of business or such other location as Seller may designate in writing.
6.8 Any past due accounts, notes, judgments, or other amounts owed to Seller shall accrue interest at the maximum non-usurious interest rate permitted by applicable state or federal law, whichever is greater, from the due date until paid in full, without demand.
7.1 No changes shall be made to any Purchase Order as to quantity, description, price, terms, description of services, or shipping terms unless accepted by Seller in writing.
8.1 Buyer represents, warrants, and certifies that all information provided to Seller, including but not limited to credit applications, Purchase Orders, Estimates, specifications, quantities, technical data, material need dates, delivery locations, compliance requirements, and payment information, is true, complete, and accurate.
8.2 Buyer acknowledges that such information is furnished for the purpose of obtaining credit and is relied upon by Seller in determining the amount, terms, and conditions of credit to be extended, as well as in quoting, accepting Purchase Orders, and fulfilling Goods.
8.3 Buyer further represents and warrants that the individual submitting any credit application, Purchase Order, or other documentation is duly authorized to bind Buyer and agrees to these Terms and Conditions on Buyer’s behalf.
8.4 Buyer hereby authorizes all trade references, financial institutions, credit reporting agencies, and other third parties identified by Buyer to release any and all information reasonably requested by Seller for the purpose of verifying Buyer’s creditworthiness and the information provided by Buyer.
8.5 Seller shall be entitled to rely fully upon such information without independent verification. Buyer shall be solely responsible for any costs, losses, damages, or liabilities incurred by Seller arising from inaccurate, incomplete, or misleading information provided by Buyer.
8.6 Buyer acknowledges and agrees that Seller’s Estimates and quotes are based solely on the information provided by Buyer and reflect Seller’s understanding of the Products requested at the time of quoting. Seller is responsible only for supplying the Products expressly listed and described in the applicable Estimate or accepted Purchase Order.
8.7 Buyer is solely responsible for reviewing each Estimate to confirm that the Products, specifications, quantities, materials, standards, and delivery requirements meet Buyer’s intended needs and application. Seller shall have no responsibility or liability for omissions, assumptions, or inaccuracies in an Estimate arising from incomplete, unclear, or incorrect information provided by Buyer or from Buyer’s failure to review and approve the Estimate prior to issuing a Purchase Order.
9.1 Buyer shall inspect Goods promptly upon receipt.
9.2 Buyer must notify Seller in writing within ten (10) days of delivery of any non-conformity.
9.3 Failure to provide timely notice constitutes a waiver of all claims.
10.1 Title and risk of loss transfer to Buyer upon delivery to Buyer’s designated location.
10.2 Goods are deemed accepted upon Seller-provided proof of delivery.
11.1 All delivery dates are estimates only.
11.2 Seller shall not be liable for any delay in delivery.
11.3 Seller reserves the right to refuse, cancel, or delay any shipment or performance if Buyer is past due on any account or otherwise in breach of this Agreement.
11.4 If Buyer fails, refuses, or delays in taking delivery of the Goods after reasonable notice, Seller may, at its option and without liability:
(a) store the Goods at Seller’s facility or a third-party location, in which case Buyer shall be responsible for all reasonable storage, handling, insurance, and related charges, including daily storage fees, from the date the Goods are made available for delivery;
(b) invoice Buyer for the Goods as if delivery had occurred on the date the Goods were first tendered or made available for shipment; and/or
(c) take any other action permitted under this Agreement or applicable law.
Storage of Goods shall be at Buyer’s sole risk and expense. Seller’s exercise of its rights under this Section shall not be deemed a waiver of any other rights or remedies available to Seller under this Agreement or at law.
12.1 Goods are warranted only to conform to the Purchase Order description.
12.2 All goods are sold “as is,” without any express or implied warranties, including merchantability or fitness for a particular purpose.
13.1 Returns/Exchanges are permitted if requested within 30 days of the delivery date and with proper notice within the inspection period.
13.2 Material exchanges or returns may be subject to restocking fees plus coverage of logistical costs.
13.3 Custom-ordered Goods, made-to-order items, special cuts, fabricated materials, and exotic or non-stock materials are non-cancelable and non-returnable once a Purchase Order has been accepted by Seller, regardless of production or shipment status.
13.4 All fees associated with a Purchase Order, including but not limited to credit card processing fees, freight charges, expedited services, handling fees, restocking fees, and third-party costs, are non-refundable.
14.1 Quoted availability is not guaranteed at order placement.
14.2 Seller may adjust pricing if Buyer does not purchase all Goods in an Estimate.
Buyer acknowledges and agrees that pipe is quoted and sold in accordance with standard PVF industry practice as:
(a) Single Random Length (SRL) – typically 18–22 feet
(b) Double Random Length (DRL) – typically 38–42 feet
Actual footage is determined at the time of shipment based on measured pipe lengths pulled and loaded. Fractional footage may occur due to mill tolerances, end preparation, cutting, or inspection handling.
Seller’s invoice shall reflect the actual measured footage shipped, which shall govern for billing purposes.
16.1 Buyer shall comply with all applicable international, federal, state, and local laws, rules, and regulations relating to the purchase, resale, transfer, use, and disposition of the Goods.
16.2 Buyer acknowledges that certain Goods may be subject to U.S. export control laws and regulations, including but not limited to the Export Administration Regulations (EAR), and may also be subject to import or export restrictions imposed by other jurisdictions.
16.3 Buyer represents and warrants that it shall not export, re-export, transfer, or release any Goods, directly or indirectly, in violation of applicable export control, sanctions, or trade compliance laws, including transfers to prohibited destinations, end users, or end uses.
16.4 Buyer shall be solely responsible for obtaining any required licenses, permits, or authorizations related to Buyer’s export, re-export, or resale of the Goods and shall indemnify Seller against any losses, penalties, or liabilities arising from Buyer’s failure to comply with applicable export control laws.
17.1 Seller retains all intellectual property rights in trademarks, copyrights, and proprietary materials.
18.1 Seller shall not be liable for delays or failures due to events beyond its reasonable control.
19.1 Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent caused by Buyer and arising out of or related to Buyer’s misuse, improper installation, handling, storage, resale, modification, alteration, fabrication, or application of the Goods; Buyer’s failure to comply with applicable laws or industry standards; or any representations or warranties made by Buyer or its customers that were not expressly authorized in writing by Seller. This indemnity applies to claims asserted by Buyer or any third party and shall survive delivery, payment, and termination of this Agreement.
19.2 Seller’s total liability for any claim arising out of or relating to the Goods or this Agreement shall not exceed the purchase price paid for the specific Goods giving rise to the claim.
20.1 IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
20.2 Any action must be brought within one (1) year of accrual, except for open account balances or intellectual property claims.
21.1 Seller expressly reserves all lien, bond, and trust fund rights available under applicable state and federal law.
21.2 Buyer shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, filing fees, expert fees, and collection agency fees.
21.3 Seller may suspend further performance if Buyer is past due or in breach.
21.4 No waiver shall result from acceptance of partial payment or delay in enforcement.
22.1 Seller reserves the right, at any time and in its sole discretion, to suspend shipments, refuse new orders, require advance payment, or reduce or revoke any credit extended to Buyer, without notice, if Buyer is past due, insolvent, in breach of this Agreement, or if Seller reasonably determines Buyer’s creditworthiness has deteriorated.
22.2 Upon Buyer’s default, failure to pay when due, insolvency, or breach of this Agreement, all amounts owed by Buyer to Seller—whether or not then due—shall, at Seller’s option, become immediately due and payable, without notice or demand.
23.1 Unless otherwise agreed in writing by Seller, all sales are made on an open account.
23.2 In any action, proceeding, arbitration, bankruptcy, or collection effort arising out of or relating to this Agreement or Buyer’s account, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs, including pre-suit collection efforts, court costs, filing fees, expert fees, appellate fees, and bankruptcy-related fees.
24.1 Notwithstanding delivery, passage of title, or transfer of risk of loss, Seller retains a continuing purchase-money security interest in the Goods and all proceeds thereof until Seller has received full and final payment of all amounts owed by Buyer relating to the Goods.
24.2 Buyer authorizes Seller to file UCC-1 financing statements and any amendments or continuations necessary to perfect or maintain Seller’s security interest. Buyer agrees to execute any additional documents reasonably requested by Seller for such purposes.
25.1 Buyer’s obligation to pay Seller is absolute and unconditional and is not contingent upon Buyer’s receipt of payment from any third party, including owners, general contractors, or upstream parties.
25.2 Buyer shall not withhold, delay, or set off payment for any reason, including alleged defects, disputes, back-charges, or third-party claims, except as expressly approved in writing by Seller.
26.1 This Agreement supersedes all prior agreements or communications.
27.1 Buyer may not assign without Seller’s written consent.
27.2 Seller may assign upon written notice.
28.1 This Agreement constitutes the sole and exclusive terms and conditions governing the sale of Goods by Seller. Any terms or conditions contained in Buyer’s Purchase Orders, acknowledgments, confirmations, contracts, or other documents that are different from, additional to, or inconsistent with this Agreement are hereby expressly rejected and shall be of no force or effect, unless expressly agreed to in a written agreement signed by an authorized representative of Seller.
28.2 Seller’s acceptance of a Purchase Order, shipment of Goods, invoicing, or performance shall not constitute acceptance of Buyer’s terms, regardless of any language to the contrary contained in Buyer’s documents.
29.1 This Agreement, and all claims, disputes, or causes of action arising out of or relating to this Agreement, the Goods, any Purchase Order, Estimate, invoice, credit extended by Seller, or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.
29.2 Buyer irrevocably agrees that exclusive venue and jurisdiction for any legal action or proceeding arising out of or relating to this Agreement shall lie in the state or federal courts located in Harris County, Texas. Buyer waives any objection based on forum non conveniens, improper venue, or lack of jurisdiction.
29.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER AND SELLER KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this Agreement, the Goods, any Purchase Order, Estimate, invoice, credit extended by Seller, or the transactions contemplated hereby, whether based on contract, tort, statute, or any other legal theory.
29.4 Buyer acknowledges and agrees that the Goods are purchased solely for commercial or business use and not for personal, family, or household purposes. Buyer further agrees that it is not a “consumer” as defined under the Texas Deceptive Trade Practices–Consumer Protection Act (“DTPA”) and that the DTPA does not apply to this Agreement or the transactions contemplated hereby. To the fullest extent permitted by applicable law, Buyer expressly waives any and all rights, claims, or causes of action under the DTPA arising out of or relating to this Agreement, the Goods, any Purchase Order, Estimate, invoice, or credit extended by Seller.
30.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
30.2 This Agreement may be amended or modified only by a written agreement signed by an authorized representative of Seller. No course of dealing, email correspondence, or verbal agreement shall modify this Agreement.
30.3 All legal notices under this Agreement shall be deemed given when delivered by certified mail, recognized overnight courier, or electronic mail to the addresses provided by the parties, unless otherwise updated in writing.
31.1 Buyer acknowledges that, in connection with quotations, Estimates, pricing, technical information, product availability, vendor information, business processes, and other non-public information disclosed by Seller (“Confidential Information”), Seller may provide information that is confidential and proprietary.
31.2 Buyer agrees to keep all Confidential Information strictly confidential and to use such information solely for the purpose of evaluating and purchasing Goods from Seller. Buyer shall not disclose Confidential Information to any third party without Seller’s prior written consent, except to Buyer’s employees or agents who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.
31.3 Confidential Information does not include information that is or becomes publicly available through no fault of Buyer, was lawfully known to Buyer prior to disclosure by Seller, or is required to be disclosed by law or court order (provided Buyer gives Seller prompt notice, if legally permitted).
31.4 Buyer’s confidentiality obligations shall survive expiration or termination of this Agreement.