OILCO Product Terms & Conditions – Updated 2024

1. Agreement. These Terms and Conditions, together with any information or documents incorporated in by reference or attached to the formal sales order, contain the entire and exclusive agreement (“Agreement”) between OILCO and its Customer and supersedes any other understandings or agreements, verbal or otherwise, except as expressly set forth here. By receipt of goods and/or services, or by performing hereunder, Customer agrees to the exclusive application of these Terms and Conditions, although its agreement to such Terms and Conditions is not limited to the foregoing methods. Notwithstanding anything in foregoing to the contrary, if Customer has heretofore made OILCO an offer with respect to any goods and/or services (“Goods”) to be provided hereunder, this agreement shall not operate as an acceptance of the Customer’s offer, but shall be deemed a counteroffer. OILCO expressly limits and makes conditional any acceptance by Customer, regardless of its form or substance, of an offer to these Terms and Conditions. Reference to any form or communication of Customer, including but not limited to OILCO noting Customer’s purchase order number, shall not be deemed to be an acceptance of any terms and conditions therein, and any different or additional terms or conditions in any proposal, acknowledgement form, or any other document of the Customer are hereby objected to and superseded in their entirety by these Terms and Conditions.
2. Law. This Agreement shall be governed by and interpreted in accordance with the substantive (and not conflicts) laws of the State of NJ, USA, and shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) or the related Convention on the Limitation Period in the International Sale of Goods. Other than for collection or equitable actions against Customer, any cause of action arising hereunder or related in any way hereto shall be brought only in the federal or state courts in or nearest Trenton, NJ and Customer hereby irrevocably submits to the jurisdiction of such courts. Any action arising out of or related to this Agreement against OILCO must be commenced within (1) year from the date the right, claim, demand or cause of action shall first occur, or be barred forever.
3. Cancellations. In the event an order is canceled after it has been accepted, a cancellation charge based on the percentage of work performed by OILCO will be assessed. The minimum cancellation charge for any canceled order is 20% of the net price. All cancellation requests must be submitted in writing and are at the discretion of OILCO.
4. Product Designs. Product designs are subject to change at OILCO’s sole discretion without notice to Customer.
5. Published Prices and Terms.
   
   Published Prices: The published prices for all OILCO products are quoted in U.S. dollars and are subject to change without notice. OILCO reserves the option to invoice at its prices in effect at the time of shipment. All prices and amounts due hereunder exclude all U.S. and foreign federal, state, local, municipal or other sales, excise, use, value-added, stamp, property or other taxes and fees and all export or import fees, customs duties, tariffs or consular fees, now in force or enacted in the future.
   
   Tariffs, Taxes, Fees: All such costs, duties, tariffs, taxes and fees shall be paid by Customer unless Customer provides a certificate of exemption or similar document exempting a payment from an applicable tax. If any government or body or similar authority determines that OILCO is liable for any such costs, duties, tariffs, taxes and fees, then the Customer will be responsible within 30 days for reimbursing OILCO for any such liabilities paid by OILCO.
   
   Terms: Prices are FOB Monmouth Junction, NJ. A minimum total purchase order amount for each order is $100.00 net FOB Monmouth Junction, NJ. Special quotations may be obtained from OILCO for products not covered by published prices. Such item quotations are firm for 15 days after the date of the quotation, unless otherwise indicated. Typographical errors subject to correction.

6. Payment Terms. All shipments are made with payment terms of net 30 days from the date of the invoice, payable in U.S. dollars. Delinquent accounts will be subject to a 2% finance charge per month, or the maximum allowable by law on past due invoices. If, during the period of performance of an order, the financial condition of the Customer is determined by OILCO not to justify the terms of payment specified, OILCO may demand full or partial payment in advance before proceeding with the work, or satisfactory security or guarantees that invoices will be promptly paid when due, or, at its option without prejudice to other lawful remedies, OILCO may defer delivery or cancel this contract. If Customer defaults on any payment when due, or in the event any voluntary or involuntary bankruptcy or insolvency proceedings involving Customer are initiated by or against Customer, then the whole contract price shall immediately become due and payable on demand, or OILCO, at its option without prejudice to its other lawful remedies, may defer, deliver or cancel this contract.
7. Delivery and Title.
   
   Delivery: OILCO attempts to ship all orders as promptly and efficiently as possible. However, orders are accepted with the express understanding that OILCO will not be liable for any losses or damages resulting from any delays in shipment or delivery due to any cause whatsoever. OILCO reserves the right to make delivery in installments, unless otherwise expressly stipulated in the formal sales order; and all such installments, when separately invoiced, shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of its obligations to accept remaining deliveries. OILCO reserves the right to charge an expediting fee where special delivery circumstances might apply.
   
   Title: Title to the Goods, and all accessories to or products or proceeds of the Goods, shall remain with OILCO until payment in full of the purchase price and of other amounts owing by Customer. To the extent legal title to the Goods shall be deemed by law to pass to Customer at the time of delivery and prior to performance of all of Customer’s obligations hereunder, equitable title shall remain in OILCO until payment in full of the purchase price. Customer shall grant, and by acceptance of the Goods shall be deemed to have granted, to OILCO, at first security, purchase money security, interest in all Goods to secure payment of the purchase price and other amounts owing by Customer and performance of all Customer’s obligations hereunder. Customer shall permit OILCO to file this Agreement or financing statement(s) pursuant to the applicable Uniform Commercial Code or other applicable laws to evidence and/or perfect OILCO’s security interest in the Goods. On request, Customer shall execute any and all documents and agreements in this regard and assist OILCO in any filing thereof. OILCO may reclaim any goods delivered to Customer or in transit if Customer shall fail to make payments when due.

8. Shipment and Risk of Loss. All shipments (to established OILCO customers) are FOB Monmouth Junction, NJ. Full freight is allowed on surface transportation within the continental U.S. for orders of $5,000.00 net or more. This allowance only pertains to those products deemed ‘standard product line’ and not oversized. Any orders not meeting OILCO’s freight allowed policy will ship collect or be prepaid with freight charges added to the invoice. OILCO reserves the right to select freight routing. All freight claims and tracers are the responsibility of the Customer. During shipment and during any return shipment to OILCO, the Customer shall bear all risk of loss thereto, and carry adequate insurance for any and all loss, damage or destruction.
9. Shortages. Claims for shortages in shipment and errors in freight charges must be reported to OILCO within 15 days of the invoice date.
10. Instructions and Partial Lists. Where needed, one copy of OILCO’s standard instructions and parts list is packaged and shipped with each product. When special instructions or parts lists are required, complete specifications must be submitted to the OILCO Sales Department during the initial request for quotation.
11. Factory Inspection and Tests. Each OILCO product is required to pass standard factory inspections and tests prior to shipment. When certified tests are required, OILCO tests equipment performance under simulated conditions agreed upon with the Customer (or those practices determined as standard operating tolerances by factory, if none such conditions are specifically required). All special factory inspections, certified performance tests, or other similar tests must be submitted to the OILCO Sales Department for quotation.
12. Product Return.
    
    12.1 Return Procedure. Customer must obtain authorization from the OILCO Sales Department prior to the return of items to the factory by calling and obtaining a Return of Goods Authorization (RGA). Customer must provide the reason of the return, invoice date, and invoice number of item to be returned. Customer must ship all returns as freight prepaid. The RGA number must be marked on the outside of the box being returned. Failure to have this number on the box will result in the item being returned to sender.
    
    12.2 Returns Due to Customer Error. OILCO allows Customers 30 days from the date of receipt to return standard items purchased in error. The return will be subject to a $100.00 minimum handling and restocking fee, with the full fee to be determined by OILCO’s Sales Department based on any charge for necessary reconditioning of the returned item.
    
    12.3 Returns Due to OILCO Error. All requests to return items due to errors by OILCO must be made within 30 days from the date of receipt of the item. Upon receipt and acceptance of the items by OILCO, full credit will be issued.
    
    12.4 Returns Under Warranty. Goods returned under warranty are inspected at the factory to determine the nature of the defect. If, after such inspection, OILCO confirms that a defect exists that is covered by the applicable warranty and that such has not become invalid, OILCO will repair or replace the items subject to the conditions set forth in this Agreement. If OILCO determines during the inspection that the applicable warranty has become invalid, Customer will be contacted for the returned item’s salvage instructions. If salvage instructions are not received within 30 days after notice has been given, the returned items will be considered a loss and scheduled for recycling/waste. When an item is labeled as ‘voided,’ the customer will not be eligible for any credit, refund, or replacement.
    
    12.5 Specialized Goods. Custom and assembled loading arms, special swivel joints, and other special products are made to order and are not returnable. Parts, repair kits, and seal replacement kits will not be accepted for return.

13. Warranties.
    
    13.1 Standard Warranty. Except as otherwise set forth in this Agreement, and subjected to the terms and conditions herein, OILCO warrants that all items will meet the specifications from the products as published by OILCO for a period of 12 months after shipment from the OILCO factory. Subject to the terms and conditions set forth in this Agreement, if within the warranty period such items shall be proved to OILCO’s satisfaction to be non-conforming, OILCO will either, at its sole discretion, repair or replace the defective product without charge. Customer must notify OILCO in writing within the warranty period of any such alleged defects. OILCO, at its sole discretion, may require the Customer to return the allegedly defective parts or items to its factory for verification of any claim.
    
    13.2 Limitations of Warranties. The limited warranties contained in Section 13 shall be valid and remain in effect only if:
    
    (a) the items are used, maintained, installed, stored and repaired by Customer as required by all applicable documentation;

    (b) Customer has paid OILCO all sums due hereunder;

    (c) Customer has not in any way modified the items;

    (d) the claim is unrelated to normal wear and tear, corrosion or erosion, or to any good normally consumed in operation or that has a normal life inherently shorted that the applicable warranty period;

    (e) the claim is unrelated to the failure by the Customer to follow the most current instructions issued by OILCO with respect to the proper use of the items;

    (f) the claim is unrelated to the Customer’s provided materials, assembly, specification(s) or design(s) or to the negligence or act of Customer or any third party;

    (g) there has been no operation or use of the items under conditions more severe that those for which the items were specified; or

    (h) the claim is unrelated to force majeure.

14. Exclusion of Consequential Damages and Disclaimer of Liability. The foregoing sections 12.4 and 13 shall provide Customer’s sole and exclusive remedy under this Agreement for any claim whatsoever. The exclusive remedy shall not be deemed to have failed its essential purpose so long as OILCO is willing and able to repair or replace non-conforming items within a reasonable time after Customer proved to OILCO that a non-conformity is involved. Except as warranted in Section 13, the goods are sold hereunder as is, and no warranty of any kind, express, implied or statutory, whether in relation to merchantability, hidden defects, fitness for particular purpose, course of performance, course of dealing, usage of trade, non-infringement or otherwise is given by OILCO to the Customer or any other party.
    
    OILCO shall not under any circumstance be responsible for any loss or damage, indirect, special, ordinary, exemplary, consequential, or otherwise (including, but not limited to, loss of revenue, profit or use or cost of capital or of substitute use or performance), arising out of the transactions contemplated hereunder. Under no circumstances shall OILCO’s total liability of all kinds arising out of or related to this Agreement (including, but not limited to any warranty claims hereunder), regardless of the forum and regardless of whether any action or claim is based on contract, tort, strict liability or otherwise, exceed the total amount paid by Customer to OILCO hereunder (determined as of the date of any final judgment in such action). The warranties set forth in Section 13 do not cover any expense incurred in repairs or alteration made outside the OILCO factory without prior authorization, nor do they cover in any way the performance of equipment, which has been revised or altered by others. Customer is wholly responsible for establishing the suitability of the product for his or her particular application and operating conditions, which do not exceed product limitations.

15. Force Majeure. Other than a party’s payment obligations under this contract, neither party shall be liable for any default or delay in delivery due to causes beyond its reasonable control, such as acts of God, acts of the other party that cause delay, acts of civil or military authority, fires, strikes, floods, delays in transportation, government regulation (whether valid or not), or inability due to causes beyond the control of Seller to obtain necessary engineering talent, labor or materials. In the event of such delay, the delivery shall be extended for a period equal to the time lost thereby.
16. Safety and Indemnification. Customer in its use of the product shall comply with all statutes, laws, ordinances, regulations and/or guidelines of any applicable jurisdiction or agency, including without limitation, the Occupational Safety and Health Act of 1970, as amended. Customer shall ensure that its personnel are, at all times, trained in the proper use and/or operation of items and that the items are in accordance with applicable manuals, documentation and instructions. Customer shall indemnify, defend and hold OILCO harmless from and against all claims, damages, losses, judgments, fees, expenses and costs, including attorney’s fees, as incurred, arising out of or resulting from Customer’s failure to comply with or in any way related to its breach of this Agreement.
17. Severability. If any provision or portion thereof of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof. It is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties or exclusion of damages, is intended by the parties to be severable and independent of any other provision and to be enforced as such. The remaining provisions shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of the Agreement. Customer waives any governmental immunity, if applicable, to any and all causes of action.
18. Miscellaneous.
    
    18.1 None of the provisions of this Agreement shall be deemed to have been waived by any act of or acquiescence on the part of OILCO, its agents, subcontractors, or employees, or by any subsequent Customer correspondence, purchase order or the like, but only by an instrument in writing signed by an authorized representative of OILCO. No waiver by OILCO of any provisions of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion.

    18.2 It is expressly declared that this Agreement and the relationship between the parties hereby established do not constitute a partnership, joint venture or agency arrangement between them.

    18.3 This Agreement shall be binding upon and inure to the benefit if the parties hereto and their respective successors and assigns. Customer may not assign its rights or obligations under this Agreement in any way without written consent of OILCO. OILCO may use subcontractors as it deems necessary.

    18.4 This Agreement may be amended only in writing signed by each of the parties hereto.

    18.5 All notices required to be given hereunder shall be in writing. Notices shall be considered delivered and effective upon receipt when electronically with proof of transmission or by registered or certified mail postage pre-paid, return receipt requested, addressed to the parties. Either party, upon written notice to the other, may change the address to which future notices shall be sent.

    18.6 Buyer shall not, directly or indirectly, export or transmit any items covered by this Agreement to any country to which export or transmission is restricted by applicable regulations or statutes of the United States or any agency thereof, without the prior written consent of the U.S. Department of Commerce, Washington D.C. 20230 and of any other required governmental agency. Customer covenants that that items are not intended for any nuclear use or chemical or biological weapons production.

Updated, January 2024