Sales Terms and Conditions

Last Modification: January 20, 2020

These SYF Oilfield Equipment, LLC.(“SYF OES”) Terms and Conditions of Sale (“Terms and Conditions”) will govern all sales of SYF OES Products and Services, including products, equipment, parts and services (“Products and Services”) manufactured or sold by SYF OES to Purchaser.

Any additional or different terms proposed by the Purchaser in any document are objected to and rejected and will not be binding upon SYF OES, unless agreed to in writing and signed by an authorized representative of SYF OES and the Purchaser.

Quotations: Acceptance of quotation is subject to these Terms and Conditions and is expressly limited to 30 days from the date the quotation is issued in writing by SYF OES. SYF OES reserves the right to withdraw any quotation prior to its acceptance. All purchase orders issued by the Purchaser are subject to approval by SYF OES.

Prices: All orders for Products and Services will be invoiced at the prices agreed. Purchaser may, with the written acknowledgment of SYF OES, make changes in the Products or Services. In such event the prices and delivery dates may be adjusted. All prices subject to correction for error.

Cancellation Restriction: No order accepted by SYF OES may be cancelled by Purchaser without the prior written consent of SYF OES, which consent will be conditioned on the Purchaser’s agreement to pay SYF OES’s cancellation charges. For Products, which in SYF OES’s sole discretion is readily resalable, the cancellation charge shall be 25% of the invoice price for the Product. For all other cancellations, the charge shall amount to costs and expenses incurred by SYF OES arising out of or in connection with the Purchaser’s cancellation of the order, net of recoverability, but not more than the invoice price.

Taxes: Any sales, use or other taxes imposed on the sale of Products and Services are not included in the price and will be paid by or invoiced to the Purchaser. SYF OES will accept a valid exemption certificate from the Purchaser, if applicable. However, Purchaser shall protect, indemnify and hold SYF OES harmless from and against all liabilities in respect of all taxes.

Freight Terms: Products are shipped F.O.B. {Free on Board} from the facility designated by SYF OES to the destination point specified by the Purchaser. Risk of loss shall pass to the Purchaser upon SYF OES’s delivery to the carrier, notwithstanding that SYF OES may make payment for all or part of the freight costs.

Deliveries: SYF OES shall not be liable for any direct, indirect or consequential damages or loss caused by delay in delivery or failure to deliver, regardless of the cause of the delay or failure and whether it results from Force Majeure or any other cause. Purchaser agrees to look exclusively to Purchaser’s insurance to recover for injuries or damage in the event of any loss or injury and Purchaser releases and waives all right of recovery against SYF OES arising by way of subrogation.

Claims for Shortages: The Purchaser shall make all claims for shortages in writing (which includes particulars of the shortage) within 10 business days after receipt of the Products. Claims for shortages must be substantiated to the satisfaction of SYF OES. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser.

Terms of Payment: The Purchaser shall fully pay the invoice within 30 calendar days from the date of invoice. If the Purchaser fails to fully pay SYF OES within the time provided, interest shall accrue on the unpaid balance at the rate of 1.5% per month compounded monthly until the invoice and interest is paid in full or the maximum amount allowed by law, if less than 1.5% per month. In addition to interest, Purchaser agrees to pay for all other losses, damages or expenses incurred by SYF OES as a result of Purchaser’s failure to make timely payment, including, but not limited to, attorney’s fees incurred with the collection of payment. It is expressly understood that all claims on the part to the Purchaser shall have no bearing on the obligation of the Purchaser to make timely payments under these Terms and Conditions.

Credit Approval: The acceptance of orders is subject to the satisfactory credit approval of the Purchaser at the sole discretion of SYF OES. SYF OES may require full or partial payment in advance and it may determine at any time that it will not continue production or shipment on the terms specified.

Disclosure and Non-Use of SYF OES’s Information: Purchaser agrees that it will not disclose or make available to any third party any of SYF OES’s data or other information without obtaining written consent from a SYF OES authorized representative.

Returned Goods: The Purchaser shall not have the right to return any Products, unless SYF OES, in its sole discretion, issues to the Purchaser a numbered Return Materials Authorization (RMA). All products must be promptly returned and received in unused and in good and saleable condition. SYF OES may, as a condition to agreeing that the Purchaser may return any Products, require the Purchaser to accept a credit which may be applied to subsequent orders. SYF OES may charge a restocking charge up to 25% of the purchase price and any other related charges including, but not limited to freight and taxes. Despite its prior consent to the return, SYF OES has the right to either reject the returned Products or to charge fees if, in the opinion of SYF OES, the Products returned are damaged from any cause whatsoever. Special order items; non-stock or obsolete Products, as determined by SYF OES, may not be returned. No product outside the warranty period may be returned.

Warranty: SYF OES warrants Products for eighteen (18) months from date of sales or twelve (12) months from the date of installation, whichever comes first, to be free from defects in workmanship and materials, not caused by or resulting from improper usage or application, subject to certain exclusions as defined below and provided all equipment is properly maintained and stored.

  • Tested, or subjected to, any pressure greater than the stated working pressure.
  • Repaired, altered, or modified by any contractor, laborer, person or entity that has not been authorized in writing by an authorized representative of SYF OES.
  • In SYF OES’s sole discretion, that has been subject to negligence, accident, improper storage, or improper handling.
  • Not properly operated or maintained in accordance with normal practices and industry standards.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE FOREGOING WARRANTY.

Force Majeure: In the event that SYF OES is unable, due to Force Majeure, to observe or perform any of the obligations imposed upon it under these Terms and Conditions, SYF OES shall be deemed not to be in breach of these Terms and Conditions, and the performance or observance of its obligations will be suspended to the extent to which those obligations are affected by the Force Majeure event. A claim of Force Majeure by SYF OES shall not suspend or reduce the obligation of the Purchaser to make payment to SYF OES as and when required for all Products and Services delivered or provided to the Purchaser.

Governing Law: These Terms and Conditions shall be governed by and be construed in accordance with the laws of the State of Texas. Purchaser agrees that the jurisdiction is in any federal or state court in Harris County, Texas. This provision shall not be construed to affect the rights of SYF OES to enforce a judgment or an award outside of Texas.

Waiver: The failure of either SYF OES or the Purchaser to insist on performance of or failure to exercise any right or the waiver of any breach of any of these Terms and Conditions shall not waive any other terms, conditions, privileges or rights, whether of the same or similar type and will not preclude subsequent enforcement of any of these Terms and Conditions.

Effect of Assignment: No assignment by the Purchaser of any of its rights in and to any of the Products and Services shall relieve the Purchaser from its obligations to fully pay for the Products and Services purchased by it in accordance with the terms hereof.