Terms and Conditions – Sinclair Well Products

TERMS AND CONDITIONS – SINCLAIR WELL PRODUCTS AND SERVICES

Governing Terms: Buyer agrees to these terms and conditions of sale and agrees they shall supersede those of Buyer where instances of conflict exist. Any additional, consistent or different terms and conditions contained in Buyer’s Purchases Order or other documents submitted by Buyer to Seller at any time, whether before or after the date hereof, are hereby expressly rejected by Seller. Buyer acknowledges that, notwithstanding anything to the contrary contained in its Purchase Order or other documents, receipt and acceptance by Buyer of Seller’s goods shall constitute acceptance by Buyer of these terms and conditions.
Prices: All prices quoted by Seller are subject to change at any time and to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, State or Municipal Authorities upon equipment, materials or services sold by Seller for the production, sale, distribution or delivery thereof, or upon any feature of this transaction. Seller reserves the right to correct typographical or clerical errors which may be present in Seller’s prices or specifications.
Acceptance of Orders: An Order shall not be binding on Seller until shipped by Seller. All orders placed by Buyer with Seller are accepted conditional upon Buyer’s assent of these terms and conditions. No agreement or understanding, oral or written, in any way purporting to these terms or conditions, whether contained in Buyer’s purchase or shipping release forms, or elsewhere, will be binding upon Seller unless hereafter made in writing and signed by its authorized representative. All proposals, negotiations and representations made prior, and with reference, hereto are merged herein.
Payment and Credit: Unless otherwise specified by Seller, payment shall be made on the basis of net thirty days from the date of invoice. No discounts are allowed unless otherwise specifically provided by Seller. For each delinquent account Buyer will pay Seller interest from the due date thereof at the rate of 1.5% per month (18% per annum). Buyer shall also pay to Seller all reasonable costs and expenses (including but not limited to Attorneys fees) incurred by Seller in connection with Seller’s efforts to collect such delinquent payment or payments.
Shipment: Shipment is FOB shipping point unless specifically provided by Seller. The shipping date is estimated upon the basis of immediate receipt by Seller of all information required to be furnished by Buyer. Seller shall, in good faith, endeavor to ship the estimated shipping date, but reserves the right to vary such date free of any liability to Buyer, Buyer may explicitly state the method of shipment preferred. In the absence of shipping information, Seller will use its discretion in employing the method of shipment for the goods ordered.
Deliveries: Seller will not assume any responsibility for any damage resulting from any delays beyond its control.
Returns: No goods may be returned to Seller without the prior written consent of Seller and are subject to a return charge.
Cancellation by Seller: Seller may, by written notice to Buyer and without any liability, cancel Buyer’s order if Buyer (i) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of 10 days after receipt of written notice from Seller specifying such failure; (ii) in Seller’s opinion has not established or maintained credit to meet promptly the payment terms imposed by Seller in Section 4 herein; (iii) becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution, or similar proceedings; or (iv) is merged into, or all or a substantial part of its assets are sold to another company. As a nonexclusive alternative to cancellation, Seller may, by written notice to Buyer and without any liability, suspend any of its obligations hereunder for any reason referenced in subsections (i)-(iv) of this Section 8.
Cancellation by Buyer: All cancellation charges will be determined at the time of cancellation or deferment. Orders with specialty products are non-cancellable. Accepting a cancellation request is at the sole discretion of Seller, and cancellations are subject to restocking fees.
Warranty: All materials and equipment sold or rented are without representations or warranties express, implied or statutory, and are for use or resale at the sole responsibility of purchaser or lessee, Seller shall not be responsible for or subject to any action for damages or loss due to any failure or imperfection of material or equipment sold or rented. In the event of defective material or equipment, Seller or Lessor may, at its sole option, refund the purchase price or replace the same. At receipt of goods, Buyer or Buyer’s receiving party must immediately inspect all material and equipment received from Seller for defects and report to Seller immediately. Seller shall in no event be liable for consequential or incidental damages, labor, expenses, or other loss or costs resulting from the defective material or equipment. Seller warrants that the products supplied hereunder conform to the stated description, that Seller will convey good title thereto, free of all liens of any kind whatsoever unknown to Buyer, and that such goods are of merchantable quality and free from defects in material and workmanship. THIS IS SELLER’S SOLE WARRANTY WITH RESPECT TO THE GOODS. SELLER MAKES NO OTHER WARRANTIES, REPRESENTATIONS, OR COVENANTS, EXPRESS OR IMPLIED, AS TO THE WORKMANSHIP, QUALITY, CONDITION, OR MERCHANTABLE OR FITNESS FOR ANY PARTICULAR PURPOSE OF GOODS.
Limit of Seller’s Liability Buyer’s Remedy: IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS OR REVENUE, LOST SALES OR LOSS OF USE OF ANY PRODUCT. BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER SHALL BE THE REPLACEMENT OF NONCONFORMING GOODS AS PROVIDED HEREIN. SELLER’S LIABILITY ON ANY CLAIM, WHETHER IN CONTRACT, TORT, REFLUENCE, STRICT LIABILITY OR OTHERWISE, OR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH BUYER’S ORDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE ORDER. THE SOLE PURPOSE OF THE STIPULATION OF THE EXCLUSIVE REMEDY PROVIDED FOR HEREIN SHALL BE TO PROVIDE BUYER WITH REPLACEMENT OF NONCONFORMING GOODS IN THE MANNER PROVIDED HEREIN. SUCH REMEDY SHALL NOT BE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE SO LONG AS SELLER IS WILLING AND ABLE TO REPLACE NONCONFORMING GOODS IN THE PRESCRIBED MANNER.
Indemnification: The Buyer will indemnify the Seller against and hold harmless from any and all claims, actions, proceedings, expenses, damages, liabilities, penalties, liens, costs and expenses, including attorney’s fees (including any of the foregoing arising or imposed without Seller’s fault or negligence or under the doctrine of strict liability) arising in connection with the goods. Buyer agrees that upon written notice by Seller of the assertion of any of the foregoing against Seller, Buyer will assume full responsibility for the defense thereof. All claims by Buyer against Seller must be made in writing to Seller within 10 days after the receipt of the goods and prior utilization of the goods by Buyer. Failure to give such notice within such time will constitute a waiver by Buyer of all claims with respect to such goods.