Terms and Conditions

PAYMENT TERMS:
Unless stated otherwise in writing by Drago Supply Company (Drago), all sales are made subject to these terms and conditions.  All payments due Drago shall be due and payable in accordance with the terms of the Drago invoice and shall be payable at Drago’s principal office in Port Arthur, Jefferson County, Texas.  No terms or conditions of purchase orders different from these terms and conditions will become part of any sales agreement, purchase, or other document unless specifically approved in writing by Drago’s Controller. Any tax or other charge imposed by law on the sale of goods or the performance of services shall be paid by the Buyer (Buyer), unless the law specifically provides that such payment must be made by Drago. 

With respect to any sales of goods or services to the Buyer on credit, all amounts payable shall be paid by the Buyer on or before the net due date as shown on the invoice. Any invoice not paid by the net due date will automatically be deemed delinquent (a “Delinquency”). A service charge of 1.5% per month (18% annually) or the maximum non-usurious rate allowed by state law may accrue on any amount that becomes a Delinquency. Waiver of any service charges and/or interest for any one (1) month shall not be deemed a waiver of future charges. All payments received may be applied as against open charges at the discretion of Drago. In the event that from time to time Drago may owe credits, refunds, reserves, or other moneys to the Buyer, such indebtedness shall be deemed to be created from these terms and conditions and Drago shall have the right to recoupment of such indebtedness within its sole discretion. The Buyer shall be responsible for any internal or external collection costs and attorney’s fees of at least 25% with a minimum of $300.00, in connection with any Delinquency placed for collection by Drago and shall be responsible for a $25.00 or the maximum allowed by law, per check for any check returned to Drago unpaid for any reason.

The Buyer further agrees that Drago’s acceptance of payment other than in accordance with the terms of this Agreement, or Drago’s subsequent agreement to extend or modify payment terms, or Drago’s delay in exercising any rights or remedies granted to Drago, shall not have the effect of releasing the Applicant from any obligation under the Agreement, or of releasing any security that directly or indirectly secures repayment hereof.

QUOTATIONS:  
All quotations are made for prompt acceptance and any terms quoted therein are subject to change without notice after thirty (30) days from the date thereon unless specifically stated otherwise on the quotation.  Drago reserves the right to re-quote on any commodity that has fluctuated in price due to market conditions.

JURISDICTION:  
All terms and conditions shall be construed and enforced in accordance with the laws of the State of Texas.  Any dispute arising between Drago and the Buyer may be resolved by litigation or binding arbitration at the option of Drago.  Venue for said litigation or arbitration shall be exclusively in Jefferson County, Texas and, in the event of arbitration, shall be conducted by an arbitration service selected by Drago and a single arbitrator shall preside over arbitration.  For all transactions contemplated by these terms and conditions, the buyer irrevocably consents to the jurisdiction of the Federal Courts of the Eastern District of Texas and State Courts of Jefferson County Texas for any dispute that may arise between the parties.  The Buyer hereby knowingly and intentionally waives the right to a jury trial on any issue or dispute that may arise between the parties.  The Buyer agrees to waive all venue objections, notice of sale and delivery of goods, extension or rearrangement of terms.  Drago may at any time, and subject to applicable law, change or add to the terms and conditions stated herein.  

TRANSPORTATION CHARGES and RISK OF LOSS: 
Unless otherwise specified in our sales quotation or provided for by contract, (a) all transportation charges shall be paid by the Buyer; (b) custom duties, consular fees, insurance charges and other applicable charges shall be borne by the Buyer; and (c) with respect to the sales of goods, title and risk of loss shall pass to the Buyer FOB shipping point, unless otherwise specifically accepted by Drago in writing.  Drago endeavors to pack or prepare all shipments so that they will not break, rust, or otherwise deteriorate in transit, but does not guarantee against such damage.  Unless requested in writing by the Buyer, Drago insures no shipments against damage or loss in transit.  Drago will place insurance as nearly as possible in accordance with the Buyer’s written instructions but in such case Drago acts only as agent between Buyer and the insurance company and assumes no liability whatsoever.  Consular fees for legalizing invoices, stamping bills of lading, or other documents required by the laws of any country or destination are not included in quotations or selling prices.  If instructed to do so in writing, Drago will make arrangements for consular documents and declarations, as agent of the purchaser, but Drago assumes no liability whatsoever as a result of making such arrangements.  

LIMITED WARRANTY:  
All warranties, if any, are by the manufacturer of the goods and the Buyer hereby agrees to look only to the manufacturer of the product with respect thereto and in connection with any claim whatsoever relating to the product.  Drago hereby transfers and assigns to Buyer any warranties and representations of the manufacturer of the product accruing to Drago’s benefit and which are assignable by Drago, whether expressed or implied, and whether made pursuant to contract or arising by operation of law.  As a value added service, Drago will obtain copies of product warranties from the manufacturer or other warrantor and will furnish them free of charge to the Buyer when requested.  Such requests should be mailed to Drago at P.O. Box 1647, Port Arthur, Texas, 77641-1647.  Requests must include the Drago order number and the manufacturer’s model number of each product for which a copy of the warranty is requested.   Drago has not made and does not make any representation, warranty or covenant, expressed or implied, with respect to the fitness, condition, quality, or durability of the product or any part thereof.  Drago hereby disclaims all warranties, expressed or implied, including any implied warranty of merchantability, suitability or fitness for any particular use or purpose of any products or services sold to the Buyer or any customer of the Buyer. Further, The Buyer shall not in any event be entitled to, and Drago shall not be liable for, any indirect, special, incidental or consequential damages of any kind or nature, including, without limitation, business interruption costs, damages arising from delays, loss of use, removal or reinstallation costs, loss of profit or revenue, or loss of data.  Further, Drago shall have no liability for any claims for damages or expenses of any kind whatsoever founded upon negligence, strict liability, or any other theory in tort.

NO WARRANTIES TO CONSUMERS:  
Drago makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act. 

SALES LITERATURE, ILLUSTRATIONS and DESCRIPTIONS:  
Drago has made a diligent effort to accurately illustrate and describe the products in its catalogs and other sales materials.  However, the illustrations and descriptions are for the sole purpose of identification and do not express or imply any additional warranty or that the product will conform to the exact illustrations or descriptions represented in such catalogs or other sales materials.  Drago may also furnish sales brochures and other literature of the manufacturer and Drago assumes no responsibility for the content of such sales literature.

TRADEMARKS:  
The Buyer agrees not to use the name, trademarks, trade names, or logos of Drago without the written consent of Drago.

 DELIVERY OF GOODS:  
Promises of delivery are given as accurately as conditions permit and every effort will be made to make deliveries as scheduled.  All shipping dates are based on receipt of a firm order from the Buyer with complete information contained therein.  Inspection or testing required by the Buyer will be considered as extending the shipping dates accordingly.  Drago assumes no liability for damages arising out of failure to deliver material as promised.

Drago shall not be liable for failure or delay in delivery due to acts of God, orders bearing priority rating established pursuant to law, differences with workmen, local labor shortages, fire, flood, or other casualty, government regulations or requirements, shortages or failure of raw material, supplies, fuel, power, or transportation, breakdown of equipment, or any other causes beyond Drago’s reasonable control, whether of similar or dissimilar nature than those enumerated.  Drago shall have such additional time within which to perform as may be reasonably necessary under the circumstances.  In no event shall Drago be liable for any incidental or consequential damages or claims for labor resulting from failure or delay in delivery.

Drago reserves the right to invoice and the Buyer agrees to pay for any or all material ready for shipment when shipment is held up pursuant to the Buyer’s instructions or for other reasons beyond Drago’s control.  

RETURNS:  
Purchase orders once placed and accepted can be cancelled only with Drago’s written consent and upon terms that will save Drago from loss.  No goods will be accepted for return without prior approval and are subject to a restocking charge.  No claims for in-transit damage, shipping shortages or errors will be allowed unless such claims are duly noted on the delivery receipt and are acknowledged by the delivering carrier.  If approved for return, all goods are to be returned FOB destination and, unless the return is made due to the fault of Drago, shall be insured at the expense of the Buyer.  Drago disclaims all responsibility for goods damaged or lost in-transit during the course of any return.  If goods are lost or damaged in transit, Buyer must file a loss claim with the carrier.  All claims of shipping shortages or errors must be made by the Buyer in writing within twenty-four (24) hours after delivery of goods.

OSHA HAZARDOUS and SUBSTANCE INFORMATION:  
Material Safety Data Sheets (MSDS) for products containing OHSA defined hazardous substances and a list of products known to the State of California to cause cancer, birth defects, or other reproductive harm are available upon request by writing Drago at P.O. Box 1647, Port Arthur, Texas, 77641-1647.