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 TERMS AND CONDITIONS OF SALE (TEXAS – USA)

Peters Irrigation USA Inc

1. Governing Terms

These Terms and Conditions shall govern all sales and services provided by Peters Irrigation USA Inc (“Company”). Any additional or conflicting terms proposed by the client are expressly rejected unless agreed to in writing by the Company.

2. Payment Terms

All invoices are due and payable within thirty (30) days from the invoice date unless otherwise stated in writing.

Any unpaid balance shall accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted under Texas law, whichever is lower.

3. Suspension of Services

The Company reserves the right to suspend services or deliveries if payment is not received when due, provided that written notice of at least five (5) days has been given to the client.

4. Collections and Legal Costs

If any amount remains unpaid more than ninety (90) days after the due date, the Company may refer the account to collections or pursue legal action.

The client agrees to pay all reasonable collection costs, including attorney’s fees and court costs, to the extent permitted under Texas Civil Practice and Remedies Code.

5. Taxes and Withholding (International Clients)

For international transactions, the client is responsible for any withholding taxes required by local law. All payments shall be made in full to the Company without deduction. If withholding applies, the client agrees to gross up the payment so that the Company receives the full invoiced amount.

6. Performance of Services

The Company agrees to perform services in a professional and timely manner. However, the Company does not guarantee specific results and shall not be considered to have an obligation to achieve a particular outcome.

7. Claims and Inspection

The client must inspect all goods and services upon delivery. Any claims must be submitted in writing within ten (10) days of delivery or completion of services. Failure to do so constitutes acceptance.

8. Limitation of Liability

To the fullest extent permitted under Texas law, the Company shall not be liable for any indirect, incidental, special, or consequential damages.

Nothing in this agreement shall limit or exclude liability for gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

9. Returns and Restocking Fee

All returns must be pre-approved in writing by the Company.

Approved returns are subject to a 12% restocking fee. Returned items must be unused, in original packaging, and in resalable condition.

10. Installation and Use at Own Risk

The client acknowledges that all products are installed and used at their own risk, to the extent permitted by Texas law.

11. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Texas.

Any disputes shall be resolved exclusively in the state or federal courts located in Texas.

12. Personal Guarantee (For Business Customers)

If the client is a corporation, LLC, or other legal entity, the individual signing this agreement (“Guarantor”) personally guarantees full payment of all amounts owed.

The Guarantor agrees to be jointly and severally liable for all debts, including interest, collection costs, and attorney’s fees.

13. Security Interest (UCC Protection)

The Company retains a security interest in all goods sold until full payment is received.

The client grants the Company a purchase money security interest (PMSI) under the Uniform Commercial Code.

The Company is authorized to file a UCC-1 financing statement to perfect this interest.

In the event of non-payment, the Company reserves the right to repossess goods where permitted by law.

14. Payment Authorization (ACH / Credit Card)

If the client provides a credit card or ACH payment method:

  • The client authorizes the Company to charge all invoices when due

  • The client agrees not to initiate unjustified chargebacks

  • Any chargeback fees or disputes will be the responsibility of the client if the charge is valid

15. Default and Acceleration

Upon default (non-payment), the Company may:

  • Declare all outstanding invoices immediately due and payable

  • Suspend all current and future orders

  • Enforce its security interest rights

16. Force Majeure

The Company shall not be liable for delays or failure to perform due to events beyond its control (weather, supply chain issues, labor shortages, etc.).

17. Entire Agreement

These Terms constitute the entire agreement and supersede all prior agreements.