General Terms and Conditions of Sale – USA

These General Terms and Conditions of Sale (the “Terms”) govern all quotations, sales, deliveries, products, and services provided by CPP Distribution USA, Inc. (“CPP”) to the purchaser or customer identified in the applicable quotation, purchase order, invoice, or related transaction document (the “Customer”). By accepting a quotation, issuing a purchase order, or accepting delivery of products or services, the Customer agrees to be bound by these Terms.

These Terms constitute the complete and final agreement of CPP and Customer for all products and services.  They may not be added to, modified or superseded except in a writing signed by an authorized representative of CPP, even though other terms may appear on Customer’s documents (all of which are objected to and rejected by CPP without further notice).

Table of Contents

1. Quotations

All quotations issued by CPP are non-binding and subject to change without notice unless the quotation expressly states otherwise.

Unless expressly stated in writing, quotations are valid for thirty (30) days from the date issued and are subject to product availability, supplier confirmation, market conditions, and prior sale. Freight, duties, taxes, brokerage, insurance, and similar charges are additional unless expressly included in the quotation.

Quoted delivery dates are estimates only and do not constitute guaranteed delivery commitments.

2. Order Acceptance

No order will be binding on CPP unless and until CPP accepts or acknowledges the order in writing.

CPP reserves the right to reject, refuse, or cancel any order, in whole or in part, for reasons including, but not limited to, inventory availability, supplier restrictions or allocation, export controls or sanctions requirements, credit approval or account status, or pricing, clerical, or specification errors.

3. Prices

Prices are those in effect on the date CPP accepts the applicable order, unless CPP expressly agrees otherwise in writing.

CPP may adjust pricing prior to shipment to reflect supplier price increases, currency exchange fluctuations, tariffs, duties, government-imposed charges, extraordinary freight, logistics or insurance costs, or other cost increases outside CPP’s reasonable control.

Any adjusted pricing will apply unless otherwise agreed in writing by CPP.

4. Payment Terms

Unless otherwise agreed to in writing, invoices are payable net thirty (30) days from the invoice date. Overdue amounts will bear interest at 1.50% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower. The Customer will reimburse CPP for all reasonable legal fees, collection costs, and related expenses incurred in recovering overdue amounts, including, without limitation, reasonable attorneys’ fees.

Payment terms are subject to approval by CPP’s Credit Department and may be changed, suspended, or withdrawn at CPP’s discretion.

CPP may suspend shipments, cancel orders, or place an account on credit hold if amounts are overdue or if CPP determines that the Customer’s creditworthiness has changed.

5. Taxes and Other Charges

Unless otherwise stated, the prices quoted herein do not include applicable quotation fees, taxes, excises, duties or other governmental impositions which CPP may be required to pay or collect.  Any such applicable taxes, etc., will be paid by Customer.  Further, unless otherwise stated, all permits, licenses or authorizations necessary for the installation or use of the products or services will be obtained by Customer at its sole expense.

CPP will not be required to treat any sale as tax-exempt unless the Customer provides valid exemption documentation acceptable to CPP.

6. Delivery

Delivery, shipping, and completion dates are estimates only and are provided for planning purposes.

CPP will not be liable for delay, loss, or non-performance resulting from causes outside its reasonable control, including delays caused by manufacturers, suppliers, carriers, customs, border or regulatory authorities, labour shortages, transportation interruptions, governmental action or regulatory change, shortages of raw materials or components, or force majeure events.

No delivery schedule, lead time, or estimated shipping date will be deemed a guaranteed delivery date unless expressly confirmed in writing by CPP.

7. Shipping Terms and Risk of Loss

Unless otherwise agreed in writing, shipments are made Ex Works (EXW) Edmonton, Alberta, Canada (Incoterms® 2020). [OR FOB Tomball, Texas?]

Risk of loss and responsibility for the products transfer to the Customer when the products are made available to, or released to, the carrier.

Claims for freight damage, loss, or shortages occurring during transportation must be made directly with the carrier, unless CPP expressly agrees otherwise in writing.

8. Inspection and Claims

The Customer must inspect all shipments promptly upon receipt.

Any claim relating to shortages, visible shipping damage, or incorrect products must be submitted to CPP in writing within ten (10) calendar days after delivery.

The Customer’s written notice must identify the shipment, describe the issue, and include supporting documentation where available.

Failure to notify CPP within this period constitutes acceptance of the shipment in the condition received.

9. Returns

Products may not be returned without CPP’s prior written authorization and a valid CPP Return Material Authorization (RMA) number.

Authorized returns may be subject to inspection, restocking fees, reconditioning charges, freight charges, and any other costs reasonably incurred by CPP.

Custom-manufactured, special-order, non-stock, modified, or cut-to-length products are non-returnable unless CPP determines that the product is defective.

10. Order Changes and Cancellations

Accepted orders may not be cancelled, changed, or modified without CPP’s prior written approval.

If CPP approves a cancellation or modification, the Customer must reimburse CPP for all costs and expenses incurred, including purchased materials, manufacturing costs, supplier cancellation charges, engineering costs, freight, and administrative costs.

11. Product Suitability

The Customer is solely responsible for determining whether any product is suitable for the Customer’s intended application, operating conditions, and regulatory requirements.

Any recommendations, guidance, or technical information provided by CPP are based on information supplied by the Customer and do not constitute engineering certification, design approval, or a guarantee of performance.

CPP has the right to make changes in the composition of the products which, in CPP’s opinion, do not affect the general characteristics or properties of the products or are within applicable governmental or industry standards.

12. High-Pressure Equipment

Products intended for high-pressure service must be installed, maintained, and operated only by qualified personnel using appropriate procedures, equipment, and safeguards.

The Customer assumes full responsibility for system design, pressure ratings, compatibility, installation, inspection, testing, operation, and maintenance.

CPP will not be liable for any failure, loss, damage, or injury resulting from improper installation, misuse, overpressure, chemical incompatibility, inadequate maintenance, or operation outside published specifications.

13. Warranty

CPP warrants that products manufactured by CPP will be free from defects in materials and workmanship for the earlier of twelve (12) months from installation or eighteen (18) months from shipment.

Products manufactured by third parties are covered solely by the original manufacturer’s warranty, if any, and CPP makes no separate warranty with respect to those products.

CPP’s sole obligation, and the Customer’s exclusive remedy, for any valid warranty claim is limited to repair, replacement, or refund of the purchase price, at CPP’s sole discretion.

Except as set forth above, CPP makes no other warranties concerning the products whatsoever.  CPP DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  CPP’s obligations described in this Section 13 will be Customer’s SOLE AND EXCLUSIVE REMEDY AGAINST CPP FOR ANY LIABILITY WITH RESPECT TO THE PRODUCTS WHETHER ANY CLAIM FOR RECOVERY IS BASED UPON OR ARISES OUT OF THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE.  IN NO EVENT WILL CPP BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.  Customer(i) recognizes that the provisions of this paragraph are a material factor in CPP’s sale of the products at the price specified, and (ii) agrees that any accommodation to Customer by CPP, whether for sales policy reasons or otherwise, shall not be taken to establish any liability of CPP under any contract term inconsistent herewith

14. Warranty Exclusions

The warranty does not apply to defects, damage, deterioration, or failure resulting from normal wear, abrasion, corrosion, erosion, chemical attack, improper storage, misuse, improper installation, unauthorized repair, product modification, or operation beyond published ratings.

Consumable sealing products, including packing, gaskets, O-rings, braided packing, PTFE products, rubber components, and similar wear products, are expected to experience normal service wear and are not warranted against normal deterioration resulting from use.

15. Limitation of Liability

To the fullest extent permitted by applicable law, CPP’s maximum aggregate liability arising out of or relating to any product, order, quotation, sale, delivery, service, or these Terms will not exceed the purchase price paid for the product giving rise to the claim.

CPP will not be liable for lost profits, production losses, downtime, environmental damages, business interruption, consequential damages, indirect damages, punitive damages, special damages, removal or reinstallation costs, labour costs, or third-party claims, whether arising in contract, tort, negligence, strict liability, warranty, or otherwise.

16. Force Majeure

CPP will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, pandemics, labour disruptions, transportation interruptions, supplier shortages, cyberattacks, war, terrorism, governmental actions, embargoes, natural disasters, or similar events.

Any affected delivery date or performance deadline will be extended for a reasonable period to account for the delay.

17. Export Compliance

The Customer agrees to comply with all applicable Canadian, U.S., and international export control laws, sanctions regulations, customs laws, and import requirements.

The Customer will not export, re-export, transfer, divert, or otherwise provide CPP products in violation of applicable law or to any prohibited destination, end user, or end use.

18. Intellectual Property

All drawings, quotations, specifications, technical documents, engineering information, pricing information, and related materials provided by CPP remain the property of CPP and may not be copied, disclosed, distributed, or used for any purpose other than the transaction for which they were provided without CPP’s prior written consent.

19. Electronic Transactions

Electronic quotations, purchase orders, acknowledgements, invoices, signatures, and related communications will have the same legal effect as original paper documents, provided they are issued or accepted by authorized representatives of the parties.

20. Governing Law

These Terms and any dispute arising out of or relating to them will be governed exclusively by the laws of the State of Texas, without regard to conflict-of-law principles.  CPP and Customeragree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

The parties irrevocably attorn to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas for any dispute arising out of or relating to these Terms, any quotation, any order, or any sale of products or services by CPP.

21. Entire Agreement

These Terms, together with any CPP quotation, order acknowledgement, invoice, or other written document expressly issued by CPP, constitute the complete agreement between CPP and the Customer with respect to the applicable transaction and supersede all prior or contemporaneous oral or written agreements, proposals, representations, and communications, along with any other proposed or purported terms and conditions relating to that transaction.  No agent, employee or representative of CPP has any authority to bind CPP to any additional or contrary terms.

No amendment, waiver, or modification of these Terms will be binding unless made in writing and signed by an authorized representative of CPP Distribution USA, Inc.

Effective Date: July 28, 2026