Terms and Conditions of Sales

ENVIRO-PAK® / TECH OIL PRODUCTS, INC.
STANDARD TERMS OF SALE
 

All shipments shall be deemed to have been made pursuant to the following terms. No other or additional terms or conditions are or will be accepted. Quotations are for immediate acceptance but prices quoted herein will be honored for a period not to exceed thirty (30) days.

ACCEPTANCE OF ORDERS - All orders and all subsequent amendments thereto are subject to a final approval and acceptance by the main office of Tech Oil Products Inc. at 4308 W. Admiral Doyle Drive, New Iberia, Louisiana 70560.

Limited Warranty
Warranty and Limitation of Liability

    A. Seller warrants that its products and parts, when shipped, and its work when performed, will meet applicable specifications, will be of good quality, and will be free from defects in material and workmanship for the period specified on proposal presented to Purchaser. All claims for defective products or parts under this warranty must be made in writing immediately upon discovery unless Seller specifically assumes installation, construction or start-up responsibility. Defective items must be held for Seller's inspection and returned to the original f.o.b. point upon request. THE FOREGOING IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS.

    B. Upon Buyer's submission of a claim as provided above and its substantiation, Seller shall at its option either (i) repair or replace its product, part or work at either the original f.o.b. point of delivery or at Seller's authorized service station nearest Buyer or (ii) refund and equitable portion of the purchase price.

    C. This warranty is contingent upon Buyer's proper maintenance and care of Seller's products, and does not extend to fair wear and tear. Seller reserves the right to void warranty in event of Buyer's use of inappropriate materials in the course of repair or maintenance, or if Seller's products have been dismantled prior to submission to Seller for warranty inspection.

    D. The foregoing is Seller's only obligation and Buyer's exclusive remedy for breach of warranty, and is Buyer's exclusive remedy hereunder by way of breach of contract, tort, strict liability or otherwise. In no event shall Buyer be entitled to or Seller liable for incidental or consequential damages. Any action for breach of this agreement must be commenced one (1) year after the cause of action has accrued.

NO CLAIM AGAINST SELLER FOR ANY DEFECT IN THE GOODS WHETHER FOR BREACH OF WARRANTY, CONTRACT OR FOR NEGLIGENCE OR OTHERWISE, SHALL BE VALID OR ENFORCEABLE UNLESS BUYER'S WRITTEN NOTICE THEREOF IS RECEIVED BY SELLER WITHIN ONE YEAR FROM THE DATE OF SHIPMENT.

INDEMNIFICATION - SAFE OPERATION - Buyer shall comply with and require its employees to comply with directions set forth in manuals, drawings, or instruction sheets furnished by Seller and shall use and require its employees to use reasonable care, all safety equipment in the operation and maintenance of the goods. Buyer shall not remove or permit anyone to remove any safety equipment or warning signs unless suitable alternate safeguarding equipment is provided by the Buyer. Buyer shall operate goods in compliance with existing applicable law or regulation. In the event of bodily injury or damage to property arising from the use of the goods, Buyer shall within 48 hours thereafter give Seller notice of such injury or damage followed by prompt written confirmation. Buyer shall cooperate with Seller in investigating any such injury or damage in the defense of any claims arising therefrom.
If Buyer fails to observe any obligation in this section, or if any injury or damage is caused, in whole or in part, by Buyer's failure to comply with applicable federal, state or local safety requirements, Seller shall have no obligation to Buyer and Buyer shall indemnify and hold Seller harmless against any claims, loss or expense for injury or damage arising from the use of goods.

PRICES AND TERMS OF PAYMENT - Prices for goods are F.O.B. Seller's plant, New Iberia, Louisiana, and do not include any charge for transportation, installation, service or repair, nor is Seller in any way obligated to perform any of these functions except as expressly specified herein. Unless otherwise agreed to herein, with proper credit approval, net payment in full of all invoices is due thirty (30) days after date of shipment. Without approved credit, all shipments will be COD. Any unpaid balance (including any amount withheld pending initial start up of equipment) shall be subject to a late charge of 1 1/2% per month or any part thereof. In case of large shipments made in multiple loads, the thirty (30) day payment period shall start from the date of shipment of the first load. Amendments made by Buyer to orders already placed, shall, without notice to Buyer, be subject to extra charges.

TAXES - Any sales, use, excise, property and other taxes, together with interest and penalties thereon, applicable to this transaction and the goods and/or services furnished hereunder are not included in the price of such goods and/or services and shall be paid by Buyer when due. If Seller pays such taxes, Buyer shall reimburse Seller therefore upon demand.

SHIPMENT - DELIVERY - DELAYS - Unless otherwise specified herein, deliveries shall be F.O.B. Seller's point of shipment and risk of loss shall pass to Buyer upon receipt of shipment by Buyer. Estimated shipping dates are approximate and Seller shall not be liable for loss or damage because of delays occasioned by labor disputes, damage to Seller's facilities, or failure of Seller's suppliers or subcontractors to meet scheduled deliveries or because of any cause beyond Seller's reasonable control, or making Seller's performance hereunder commercially impracticable.

Notwithstanding any other provision contained herein, if shipment is delayed at Buyer's request, the goods shall be deemed to be stored at Buyer's risk and expense and Seller may thereupon bill Buyer for the full price and storage costs. Buyer shall pay price of goods within thirty (30) days of notifications of completion. Storage charges shall be paid within ten (10) days after billing.

In the absence of specific shipping instructions from Buyer, Seller reserves the right to ship the most expedient way without recourse for any additional transportation or handling costs incurred by Buyer. When required to prepay freight, Seller will add a 5% surcharge on the freight bill when invoicing Buyer.

When goods must be disassembled or partially disassembled for Buyer's convenience in handling or for Buyer's specified method of shipping, such disassembly and extra handling will be invoiced separately and not included in the price of the goods.

BUYER'S INSPECTION UPON RECEIPT OF SHIPMENT - Buyer shall inspect goods as soon as received. If any loss or damage is discovered, Buyer must notify both the carrier's agent and Seller at once. Seller will cooperate with Buyer in filing claims with the carrier.

CHANGES - CANCELLATION - Seller reserves the right to change or cancel this order because of any circumstances requiring allocation of production or delivery, or because Seller deems such change or cancellation necessary to comply with laws, ordinances, regulations, directives or administrative actions. Seller reserves the right to make changes in material or design which it determines to be necessary for proper operation of the goods.
Orders accepted by Seller shall not be subject to cancellation except with its consent and then only upon the following conditions:

Standard Goods - (Defined as catalogued goods ordinarily carried in stock.) When cancellation is accepted Seller reserves the right to make a cancellation charge up to 25% of the purchase price.

Special Goods - (Defined as goods not stocked as standard goods.) When cancellation is accepted Seller reserves the right to make a cancellation charge up to 25% of the purchase price regardless of the amount of work completed. If cancellation charge is in excess of 25% of the purchase price, the charge will be determined by the percentage of total work completed, including engineering, patterns and special tool equipment costs and the engineering drawings, patterns, and special tool equipment shall be retained in the possession of Seller.

In the event Buyer defaults in making any payment due hereunder, Seller, in addition to any other rights or remedies provided by law or this agreement, shall have the right, with or without legal process, to enter the place where said goods are located and repossess such goods in accordance with the provisions of the Uniform Commercial Code.

DRAWINGS - All drawings, plans, details, specifications and other data prepared by Seller are confidential disclosures loaned to Buyer by Seller and shall be received as such by Buyer, subject to the conditions that each, and the information embodied therein: (1) shall be used only for record and reference purposes, (2) shall not be used or caused to be used in any way prejudicial to the interests of Seller; (3) shall not be reproduced or copied in whole or in part; and (4) except in the case of instructions and drawings, if any, required to be supplied to Buyer hereunder, shall be returned to Seller at its request and shall remain with Seller. Drawings, manuals and the like so required to be supplied to Buyer shall be the property of Buyer, but Buyer agrees to use them solely for the purpose of maintaining and operating the goods, and agrees not to disclose the same to any others for any purpose without the consent of Seller.

MISCELLANEOUS - Seller's obligations hereunder shall at all times be subject to the approval of Buyer's credit by Seller's Credit Department. Seller may at any time decline to make any shipment or perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to such Department. Any amendment or modification of this agreement shall be void unless in writing and signed by Seller.

APPLICABLE LAW - Any dispute, controversy or differences which may arise between the parties out of, in relation to, or connection with the fiduciary duties of Buyer or Seller shall be governed by Louisiana law and, Buyer and Seller agree that the Sixteenth Judicial District Court, Parish of Iberia, State of Louisiana, shall have original jurisdiction and venue over any dispute, controversy or disagreement arising out of this matter.

This agreement contains and constitutes the entire agreement between and binding upon Seller and Buyer, superseding all previous understanding and writings regarding this transaction.

Accepted by:


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