+1 (610) 279-7700

[email protected]
416 Depot Street

Bridgeport, PA 19405, USA

Terms & Conditions

Updated March 25, 2025

These Terms and Conditions (the “Terms”) apply to the sale of products (“Goods”) and services (“Services”) by Tube Methods, Inc. and Tech Tube, Inc. (individually and/or collectively, the “Seller“) to the buyer (“Buyer“) named on the Acknowledgement of Order (“Purchase Order Acknowledgement”) issued by Seller. 

 

  1. Acceptance and Modifications
    1. These Terms and the Purchase Order Acknowledgement (collectively, the “Agreement”) are the only terms that govern the sale of the Goods and/or Services by Seller to Buyer. This Agreement comprises the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. No conflicting terms from Buyer’s purchase orders shall apply unless agreed to in writing by Seller.
    2. Acceptance of the Purchase Order Acknowledgement by Buyer (which shall be deemed accepted should Buyer not object in writing within ten (10) days of receipt of the Purchase Order Acknowledgement) is a prerequisite to the purchase of the Goods and/or Services and shall operate as an acceptance of these Terms which are expressly incorporated into the Purchase Order Acknowledgement.
  2. Order Cancellation: After Buyer accepts the Purchase Order Acknowledgement as set forth in Section 1(b), Buyer shall accept delivery and provide payment according to the terms of this Agreement. Notwithstanding the foregoing, Buyer may cancel an order without charge within fourteen (14) days of placing a purchase order (the “Cancellation Window”). After the Cancellation Window, cancellation fees shall apply.
  3. Pricing; Payment Terms.
    1. Payment Terms
      1. Payment Due Date: Payment is due thirty (30) days from the invoice date, unless otherwise stated. Payments shall be made in U.S. Dollars and in immediately available funds.
      2. Late Payment Fees: Late payments will incur interest at the rate of 1.5% per month or the maximum allowable rate under Pennsylvania law, whichever is less, from the due date until paid in full.
      3. Collection Costs: Buyer is responsible for all costs incurred by Seller in collecting overdue payments, including reasonable attorneys’ fees.
      4. Credit Risk and Suspension of Performance: If Seller deems Buyer’s credit to be impaired, Seller reserves the right to suspend further performance, including production or shipments, until satisfactory assurances are provided by Buyer. Seller may also revise the payment terms, including requiring full payment upfront. Further, Seller has no obligation to continue production or to make any shipment if Buyer is overdue on any payments to Seller, whether under this Agreement or otherwise. If Seller suspends performance and later proceeds with such order, Seller is entitled to such extension of time for performance as is necessitated by the suspension. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
    2. Taxes and Tariffs: Applicable federal, state and local taxes, in connection with the sale and purchase of the Goods (“Taxes”) are not included in the price and are the sole responsibility of Buyer. If required by applicable law, Seller will add Taxes to the invoice unless Buyer provides a valid tax exemption certificate. Failure of Seller to add any Taxes to an invoice shall not relieve Buyer of its obligation to pay Taxes. The current material pricing provided does not include any potential tariff charges that may be introduced by executive orders or another source. Seller reserves the right to adjust pricing on all Goods and Services to reflect any tariff costs should they be implemented.
    3. Price and Surcharges: The purchase price(s) for the Goods and Services are as listed in the Purchase Order Acknowledgement. Seller reserves the right to revise prices or apply surcharges based on cost increases, including cost increases as a result of tariffs. Such surcharges may be adjusted periodically to reflect change in such costs. These revisions will be communicated to Buyer in advance of delivery of Goods or Services.
  4. Delivery and Risk of Loss
    1. Shipping, Delivery, and Risk of Loss: Unless otherwise provided for in advance, all shipments of Goods will be made FOB Seller’s facility, and upon Seller’s delivery of a shipment to the carrier, Buyer shall assume the risk of any loss or damage to the shipment thereafter. All shipping and delivery dates are estimates only and are not firm or binding commitments. Failure to deliver on any estimated delivery dates shall not constitute a breach or violation of this Agreement, shall not entitle the Buyer to any right, reimbursement, indemnification, payment or other accommodation from the Seller nor shall it be cause for cancellation by Buyer or claims for damages, charges or liability of any kind whatsoever (including, without limitation, consequential damages) against Seller. Seller retains the right to ship the Goods prior to the agreed-upon delivery date and make partial shipments, unless the Buyer provides explicit instructions to the contrary in writing. Any partial shipment made does not relieve Seller of obligations to ship the remainder of the agreed upon Goods and/or Services.
    2. Supplier Assessment: While Seller sources many materials domestically, Seller also relies on a selection of international suppliers. Seller continuously assesses how changes in trade policies may impact its international and domestic supply chains and reserves the right to adjust its pricing at any time to reflect changes in supplier costs including, without limitation, any tariffs imposed that directly or indirectly affect the price of raw materials used in the production of the Goods.
    3. Order Expediting: On request, Seller may agree to expedite an order for an increased unit or per foot price. The Seller’s commitments to the quoted date are no different than a standard order as already defined in this Section 4. Seller agrees to make good faith effort to prioritize expedited orders, but payment of the expedite fee does not guarantee shipment by the expedited date. If an expedited order is shipped beyond the expedited date (as set forth on the Purchase Order Acknowledgement), Seller will reimburse or credit Buyer on a prorated basis between the expedited and original date. Expedited orders shipped after the original date will revert back to the non-expedited price, notwithstanding complicating factors that delayed the shipment such as delays in necessary instructions or other deliverables from the Buyer.
    4. Payment after Late Shipment: Late shipment by Seller does not affect the payment obligation of Buyer. Buyer and Seller may negotiate in good faith to cancel outstanding orders when it is not in the interest of either party to proceed, but this remains at the sole discretion of the Seller. Buyer will remain responsible for all costs incurred in production, handling, and storage of the Goods to date.
  5. Inspection and Acceptance of Goods
    1. Inspection: Buyer must inspect all Goods immediately upon delivery and notify Seller of any defective or non-conforming Goods (“Non-Conforming Goods”) within thirty (30) calendar days of receipt of the Goods (the “Inspection Period”). Failure to provide written notice during the Inspection Period shall be deemed acceptance of the Goods. Where source inspection is made by Buyer, Buyer’s inspector shall be deemed to be the agent of the Buyer to accept the Goods on Buyer’s behalf with complete authority to waive specified test or details of test procedure and to accept Goods which may deviate from formal specifications. If Buyer timely notifies Seller of Non-Conforming Goods during the Inspection Period, Seller shall have the right to inspect the Non-Conforming Goods and Buyer shall ship, at its expense and risk of loss, the Non-Conforming Goods to Seller’s facility for purposes of Seller’s inspection. Unless otherwise agreed upon in writing, Seller’s method of inspection and determination of conformance shall be binding upon the parties. If Seller determines that such Non-Conforming Goods are Seller’s responsibility, Seller may, at its sole discretion, either repair, replace, or provide Buyer with a refund or credit for the purchase price of the Non-Conforming Goods. If Seller exercises its option to replace Non-Conforming Goods, Seller shall, after receiving Buyer’s shipment of Non-Conforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to a delivery location specified by Buyer. Buyer agrees to still pay the full amount of the order affected by the Non-Conforming Goods and all other orders pursuant to Section 2 of this Agreement while investigations are pending. If Buyer notifies Seller of any Non-Conforming Goods after the Inspection Period, Seller may, but is not required to: (i) offer Buyer additional Services, at Buyer’s cost and expense, to repair or rework the Non-Conforming Goods; or (ii) offer to sell additional Goods, at Buyer’s cost and expense.
    2. Warranty: Seller warrants that the Goods will conform to agreed specifications at the time of delivery. Notwithstanding the foregoing sentence, the parties agree that the following variations shall not constitute non-conformance:
      1. Permissible Variations, Size, and Quantity: All Goods shall be furnished to mill standard manufacturing variations and practices, and Seller retains the right to modify appearance of the Goods if in its judgment that is desirable. Quantities supplied shall be subject to customary variations (+/- 10%) recognized by trade practice. Seller reserves the right to request deviations from the agreed upon specification with regard to overall length of basic tubing. Buyer agrees to consider these deviation requests in a timely manner and in good faith to avoid unnecessary waste of material. Seller will adjust pricing to appropriately account for the actual footage shipped.
      2. Permissible Methods of Packaging: Seller retains the right to package and ship the Goods using the most cost-effective method, unless the Buyer provides explicit instructions to the contrary in writing. If Buyer provides such instructions, Seller shall have the right to adjust the pricing accordingly. Seller does not provide warranty for freight, or other logistic means. Damages to Goods occurring (or reasonably expected to occur) during shipment shall not constitute non-conformance.
    3. Exclusive Remedies: Buyer acknowledges and agrees that the remedies set forth in this Section 5 are Buyer’s exclusive remedies for Non-Conforming Goods. Except as provided under this Section 5, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
  6. Product Warranty and Liability
    1. Warranty: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5(b), SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5(b) OF THIS AGREEMENT.
    2. Limitation of Liability: IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THIS AGREEMENT IN THE NINETY (90) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR FOR SUCH ORDER, WHICHEVER IS LESS.
  7. Force Majeure: If either party’s ability to perform any obligation under this Agreement (except for the payment of money) is hindered or delayed by an event beyond their reasonable control (referred to as “Force Majeure“), that party will be excused from performing as long as the event continues. “Force Majeure” refers to events beyond a party’s control including, without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, riot, government action, natural disasters, pandemic, or acts of war. If either party expects a Force Majeure event to occur, they must inform the other party or the cause, details, duration, and other relevant within a reasonable time frame, outlining the cause and expected duration. The affected party should keep the other party updated on their progress in resolving the issue and notify them when they expect to resume performance.
  8. Intellectual Property: Seller retains all intellectual property rights related to the Goods, including designs, trademarks, and technology. Buyer agrees not to reproduce, distribute, or create derivative works from any Seller intellectual property without prior written consent.
  9. Exclusivity and Non-Solicitation: Buyer agrees not to solicit Seller’s employees for employment for a period of two (2) years following the completion of any purchase order.
  10. Miscellaneous
    1. Severability: If any provision of this Agreement is found to be invalid or unenforceable under applicable law, such provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will remain in full force and effect.
    2. Invalid or Unenforceable Provisions: If any provision of this contract is found to be invalid or unenforceable due to any law, regulation, ordinance, executive order, or other rule, that provision will be modified or removed as necessary to comply with the applicable law. The rest of the contract will remain fully enforceable.
    3. Governing Law and Jurisdiction: This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts entered by residents of Pennsylvania and wholly performed in Pennsylvania, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Buyer and Seller consent to the exclusive jurisdiction of the courts in Montgomery County, Pennsylvania and the United States District Court for the Eastern District of Pennsylvania, sitting in Philadelphia, PA, in all actions and proceedings arising hereunder and waive the right to object to the venue or forum as improper or inconvenient. Buyer and Seller further consent to service of process by certified mail, return receipt requested to their respective addresses. In the event of a dispute between the parties regarding the interpretation or enforcement of this Agreement that results in litigation, the prevailing party shall have its attorneys’ fees, professionals’ fees, and costs paid by the losing party, and such sum may be added to any judgment entered in the litigation. A party’s right to the foregoing shall not merge with but shall survive the entry of judgment, and shall extend to appeals and collection.
    4. Modifications: This Agreement cannot be amended, modified, canceled, or rescinded except by a written agreement signed by both parties, except that Seller shall have the right to modify these Terms upon thirty (30) days’ written notice to Buyer.
    5. Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.
    6. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.