Terms and Conditions of Sales
1. PURCHASE ORDER TERMS, CONDITIONS OR PROVISIONS INCONSISTENT WITH THOSE ON THIS ORDER ARE HEREBY OBJECTED TO AND DEEMED INEFFECTIVE
These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of goods by Oil-Rite, LLC (“Company”) to the purchaser of such goods (“buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both buyer and Company is in existence covering the sale of goods covered hereby (an “Executed Contract”), the terms and conditions of the Executed Contract shall prevail to the extent they are inconsistent with these Terms. These Terms, together with any applicable Executed Contract, quotation, purchase order, and order acknowledgement or other acknowledgment of sale (“Sales Confirmation”) provided to buyer (collectively, this “Agreement”) constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of buyer’s general terms and conditions of purchase regardless of whether or when buyer has submitted its purchase order or other instrument containing or referencing such terms. Fulfillment of buyer’s order does not constitute acceptance of any of buyer’s terms and conditions and does not serve to modify or amend these Terms.
Proposals & Price Quotations. Any quotation provided by Company to buyer constitutes an invitation for an offer from buyer subject to these Terms. Such offer will be accepted only if it is in accordance with these Terms. Company’s acceptance of buyer’s purchase order as evidenced by a Sales Confirmation is expressly made conditional on buyer’s agreement to all these Terms, and Company will furnish goods ordered by the buyer only upon these Terms.
The Company reserves the right to correct clerical or stenographic errors in quotations, orders, acknowledgments, invoices or other documents, BUYER ACKNOWLEDGES THAT THE COMPANY IS ONLY WILLING TO PROVIDE GOODS UNDER THE TERMS AND CONDITIONS CONTAINED HEREIN.
2. PRICES AND DESIGN OF GOODS ARE SUBJECT TO CHANGE WITHOUT NOTICE
In the event of any changes in specifications, prices will be increased or decreased based on the materials, labor, engineering, overhead and other factors involved, with due consideration for work done prior to the change. Orders valued at less than $50 will automatically be adjusted to the minimum $50 order amount. The minimum order amount increases by $50 for each additional shipping location.
3. DELIVERIES
Deliveries will be made within a reasonable time after confirmation of order, but any delivery dates given or acknowledged in an order confirmation are estimates only, and all delivery timelines are subject to any delays resulting from matters not reasonably within the control of Company, including strikes, floods, fires, accidents, acts of God, infectious disease, civil unrest, and government actions or other causes or conditions beyond the Company’s control. Under no circumstances shall the Company be liable for any incidental, punitive, indirect, special or consequential damages, or any lost profits of buyer or any customer of buyer. Seller in its discretion may fulfil any order in multiple installments.
4. PENALTIES
No penalties referred to in any purchase order or specification shall be effective unless approved in writing and signed by an officer of the Company.
5. SHIPMENT AND PAYMENT TERMS
Shipping and freight are at buyer expense unless otherwise agreed in writing. Damages in transit are the responsibility of the transportation company, and ALL CLAIMS MUST BE MADE DIRECTLY TO SAID COMPANY.
Orders are shipped as follows:
- FOB origin (shipping point) for all domestic shipments
- EXW for all international or export shipments
Seller may invoice buyer upon shipment or on a periodic basis following shipment. Buyer shall pay all amounts invoiced within payment terms of the invoice, and Company may assess a two percent (2%) monthly late fee on any past due invoices. As collateral security for payment of the purchase price, buyer hereby grants to Company a lien and purchase money security interest on all goods shipped hereunder and all proceeds thereof.
6. INSPECTION AND CLAIMS
Buyer shall inspect all goods within two (2) days of receipt from transportation company and shall notify Company in writing of any nonconforming goods (whether shortages, deductions, deviations for specifications or other required corrections) no later than ten (10) days after receipt of such goods. Title to all goods ordered, and risk of loss thereon, pass to buyer upon delivery by Company (FOB origin or EXW as applicable).
7. NO RETURN
No Return of material will be accepted without the written permission of the Company and a return material authorization number. A twenty-five percent (25%) restocking charge, but not less than a $50.00 minimum restocking charge, will apply to all returns.
CANCELLATIONS, OVERAGES AND SHORTAGES – Special orders for goods not listed on the Company’s website, or any modified items, cannot be cancelled or returned. The Company may, in its sole discretion, consider a cancellation or return request. Buyer agrees to accept overages or shortages in quantities not to exceed 5% and agrees to pay for any additional goods on a pro-rata basis. If this document calls for buyers to furnish materials for production of goods, an allowance of 5% shall be provided to account for reasonable spoilage and scrap. In addition, any materials must be of suitable quality to facilitate efficient production by the Company. Any deficiency in the quantity or quality of material supplied by buyer will be remedied by the Company at buyer’s expense. Buyer assumes all liability for, and agrees to fully indemnify the Company against, all claims for patent, copyright, or other intellectual property infringement when goods are manufactured to the buyer’s specifications.
8. LIMITED WARRANTY
What Does This Warranty Cover? This warranty covers any defects in material and workmanship, provided the goods are used and installed according to the Company’s recommendations and instructions.
How Long Does the Coverage Last? For one year after the invoice date of the applicable shipment of goods. If any Company goods delivered to buyer is claimed by buyer to be defective, then buyer shall, within thirty (30) days after the date of shipment of the goods to buyer, notify Company in writing, at Company home office in Manitowoc, Wisconsin, stating full particulars in support of buyer’s claim.
What Will the Company Do? The Company, in its discretion, will either (a) replace or repair any defective goods (or defective components thereof) at no charge or (b) refund any payments received on the defective goods. The Company may, in its sole discretion, designate a factory representative to inspect any allegedly defective goods at buyer’s location or plant.
What Does This Warranty Not Cover? Any problem that is caused by abuse, misuse, or environmental factors or events are not covered. Any goods that have been altered in any respect not expressly authorized by the Company in writing are not covered. Any goods that have been repaired by persons or entities other than the Company are not covered. Buyer expressly waives and disclaims all consequential and incidental damages to the maximum extent permitted by applicable law.
How Do You Get Service? To be eligible under this warranty buyer MUST contact the Company and obtain written permission before returning or discarding the applicable good and must follow Company procedures for processing all warranty claims.
If something goes wrong with the goods, contact the Company as provided above using the following address or such other address as the Company may specify:
Oil Rite, LLC
4325 Clipper Drive
Manitowoc, WI 54220
The Company will review any requests and contact buyer within 5 business days to discuss potential repair or replacement of any goods. There is no charge for contacting the Company about warranty repair or replacement. However, Buyer shall be responsible for shipping any goods to the Company.
How Does State Law Apply? This warranty gives buyer specific legal rights for nonconforming goods. Buyer has no right to return for repair, replacement, credit, or refund any goods except as set forth in this section.
THIS SECTION SETS FORTH BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION AND FOR ANY OTHER CLAIM RELATING TO GOODS.
- COMPANY RECOMMENDATIONS AND FIELD TESTING – Any recommendations provided by the Company on lubricating equipment for buyer’s specific application is provided merely as an accommodation and should be field-tested by buyer to expose the goods to their operating conditions. These tests will expose possible deficiencies that the Company cannot foresee. After conclusion of said tests, buyer is solely responsible for the decision whether to adopt any of the Company’s recommendations. The Company will make commercially reasonable efforts to select and suggest equipment suitable for the buyer’s application, but no warranties are made by the Company as to any such recommendations. The Company shall not be held responsible for damages resulting from any recommendations. Buyers should specify the exact equipment needed and the Company will comply with those specifications regardless of any recommendations made.
- LAW – The rights and duties of all persons and the construction and the effect of all provisions hereof shall be governed by and construed according to the laws of the State of Wisconsin (without giving effect to Wisconsin’s conflicts of laws rules).
- BLANKET ORDERS – Prices on blanket orders are firm for quantity ordered and shipped within twelve months After Receipt of Order (ARO) of blanket agreement, hard copy required. Prices may be subject to increase or decrease based on actual shipments. Because of the special nature of blanket/special orders a +/- 5% variance in manufacturing of such goods applies. Prices are FOB origin unless otherwise agreed upon. Prices include ordinary domestic packaging.
- FRAUD POLICY – The corporate fraud policy aids in the detection and prevention of fraud against Oil-Rite, LLC and its business partners. It applies to any irregularity, or suspected irregularity, involving employees as well as shareholders, consultants, vendors, contractors, outside agencies doing business with employees of such agencies, and/or any other parties with a business relationship with Oil-Rite, LLC. Irregularities should be reported to the Audit Committee at fraud@oilrite.com. Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to Oil-Rite, LLC.
- SEVERABILITY – If any of these terms and conditions are held invalid the remainder shall not be affected thereby.
