SALES TERMS AND CONDITIONS

  1. EXCLUSIVE TERMS AND The Terms and Conditions contained herein are the exclusive terms and conditions of sale between Buyer and Seller and the sale is expressly conditioned upon Buyer accepting these terms and conditions and no others. Any alteration of these terms and conditions or addition of any other terms and conditions, whether oral or written, and whether contained in a purchase order or otherwise, shall be void and of no force and effect, unless specifically agreed to in writing, signed by both Buyer and Seller.

 

  1. Title and risk of loss shall pass upon loading of Product into transportation equipment at Sellers facility if the goods are sold fob VICI or some other facility utilized by the Seller. If the goods are sold on a delivered basis, title and risk or loss shall pass upon unloading.

 

  1. The Seller warrants that the Product(s) will conform to the Seller’s specifications at the time of tender and that Seller will convey good title thereto and that Product(s) will be delivered free from any lawful security interest, lien or encumbrance.

THE SELLER MAKES NO RECOMMENDATIONS, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT(S), WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES.

 

  1. SELLER’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, IS EXPRESSLY LIMITED TO REPLACEMENT OF NON-CONFORMING PRODUCT(S) COVERED BY THIS CONTRACT PLUS TRANSPORTATION CHARGES.

 

  1. NOTICE OF CLAIMS. ALL CLAIMS SHALL BE DEEMED WAIVED UNLESS MADE BY BUYER IN WRITING AND RECEIVED BY SELLER WITHIN 60 DAYS OF THE RECEIPT OF THE PRODUCT(S): PROVIDED THAT FOR ANY CLAIM WHICH IS NOT READILY DISCOVERABLE WITHIN SUCH 60-DAY PERIOD, SUCH CLAIM SHALL BE DEEMED WAIVED UNLESS MADE BY BUYER IN WRITING AND RECEIVED BY SELLER WITHIN 180 DAYS AFTER RECEIPT OF THE GOODS OR WITHIN 30 DAYS AFTER BUYER LEARNS OR SHOULD HAVE BEEN REASONABLY AWARE OF FACTS WHICH SHOULD HAVE GIVEN RISE TO SUCH CLAIM, WHICHEVER OCCURS

 

  1. INDEMNITIES: Buyer agrees to indemnify and hold Seller harmless from and against any and all liability, damage, loss, costs, and expenses (including attorney fees and costs of settlement) which may accrue or are sustained by Seller on account of any claims, suits or actions made or brought against Seller including those brought by Buyer for injury to or death of any and all persons and for damage to property arising out of or sustained in connection with Seller’s product(s) unless such claims, suits or actions arise out of Seller’s breach of warranty, sole or gross negligence or willful misconduct, in which Seller’s liability will be limited as set forth in paragraph 4

 

  1. Buyer acknowledges that it understands the nature and characteristics of the Product(s) sold hereunder, the hazards associated with such Product(s). Further that:
    1. Buyer has received a material safety data sheet (MSDS) which sets forth information concerning the goods and describes certain precautions to be taken in the storage, handling and use of the Buyer assures the following duties and obligations:
      • Buyer will familiarize itself with all information and precautions disclosed in safely and health information, including but not limited to any MSDS, transferred to Buyer by Seller before or during the term of this contract, or any such information supplied to Buyer by Seller or otherwise available to Buyer from Seller at any other time;

 

  • Buyer will adopt and follow safe handling, storage, transportation, use, treatment and disposal practices with respect to the Product(s), including such special care and practices as Buyer’s use of the goods requires, including, but not limited to, all such practices required by federal, state and local government rules, regulations or ordinances;

 

  • Buyer will instruct its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use transportation and disposal of goods, including, but not limited to information in Seller’s most current MSDS; and

 

  • Buyer will comply with applicable safety and environmental laws and take action necessary to avoid spills or other dangers to persons, property or the

 

  1. Buyer warrants that it has used its own independent skill and expertise in connection with the selection and use of the goods and that it possesses skill and expertise in the handling, storage, transportation, treatment, use and disposal of the

 

  1. Any waiver by the parties of strict conformance with any of the terms and conditions of the contract shall not be a waiver of any subsequent failure to comply with such terms and conditions.

 

  1. If Buyer’s financial responsibility becomes unsatisfactory to Seller and Seller deems itself insecure, Seller may accelerate the due date and demand immediate payment on any outstanding invoice for goods delivered under this contract. Buyer agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by the Seller in the collection of any sum payable by Buyer to Seller or in the exercise of any remedy.

 

  1. FORCE Seller shall not be liable for any failure or delay in performance hereunder which may be due, in whole or in part, to fire, explosion, strike or labor difficulty, accident, breakdown of machinery or equipment, inability to obtain power, fuel, labor or material, transportation or handling, accident or delays, acts of God, act, order regulation or request of government or other public authorities, war, riot or civil disorder of any cause or causes of any nature beyond the control of the party affected. In the event of curtailment of supply of Product(s) due to any such causes, Seller shall have the right to apportion deliveries of Product(s) and to give preference to customers with written supply contracts.

 

  1. This contract shall be governed and construed in accordance with the laws of the State of Oklahoma, including the Uniform Commercial Code as in effect in Oklahoma, except as the provisions of such code are herein modified.

 

  1. If any provision of these Terms and Conditions is invalid, unenforceable, or inapplicable, the balance of the Terms and Conditions shall continue to have force and effect notwithstanding such invalidity, unenforceability, or inapplicability.