The Oil and Lubricant Depot LLC’s (“Buyer”) Terms and Conditions of Purchase
1.1 Acceptance.
Supplier accepts a purchase order upon the earlier of: (a) Supplier beginning work or performance; or (b) notifying Buyer of its acceptance. Buyer’s purchase order, Buyer’s willingness to purchase the products is expressly limited to, and expressly conditioned on, Supplier’s acceptance of these terms and conditions of purchase. Buyer expressly objects to Supplier’s terms and conditions of sale and any additional or different terms seller proposes.
1.2 Delivery Date and Price.
Supplier will deliver the products set forth in the purchase order by the dates set forth in the purchase order, or if no dates are set forth in the purchase order, within a reasonable time not to exceed 30 days from the date of the order, for the prices set forth in the purchase order. The prices set forth in the purchase order may only by modified if agreed by Buyer in writing. Prices include all applicable taxes, fees, tariffs, duties, insurance, export, shipping or other governmental fees or charges. All prices, and amounts are payable in United States Dollars.
1.3 Title and Risk of Loss.
All Products will be shipped as per the address on the purchase order. Title to, and risk of loss of, the Products pass to Buyer upon delivery.
1.4 Product Warranty.
Supplier warrants that the Products will: (a) conform to the specifications, minimum acceptable quality level set by the manufacturer; (b) be free from defects; (c) be merchantable; (d) be fit for the intended purpose, of which Supplier is aware; (e) comply with all current safety standards (including labeling requirements where required); and (f) comply with applicable federal, state, and local statutes, laws, ordinances, and regulations (including, without limitation, environmental, occupational and safety standards and rules).
1.5 Indemnification.
Supplier will indemnify, defend and hold Buyer harmless from and against any and all claims, demands, judgments, suits, causes of action, losses, damages, liabilities and expenses (including but not limited to Buyer’s reasonable attorneys’ fees) associated with any of the following: (a) any claim arising out of or relating to a breach of this Agreement by Supplier; (b) any claim arising out of the negligence or willful misconduct of Supplier; (c) any claim of infringement related to the Product; or (d) any claim arising out of Supplier’s failure to comply with applicable law, rule or regulation.
1.6 Compliance with Laws.
Supplier will ensure that the Products comply with all applicable United States laws, rules and regulations. Supplier will conduct its business in strict compliance with all laws and regulations. Supplier will timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization in respect of the use, customization, modification, assembly, handling, transportation, storage, import, sale or disposal of the Products required under any applicable law or regulation. Supplier will comply with any and all applicable laws, rules and regulations. Supplier will keep such books and records as may be necessary to comply with all such applicable laws, and will grant Buyer access to such books and records and provide such information or certifications regarding the sale and distribution of the Products as Buyer may request in order to comply with such laws.
1.7 Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, OR (B) WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1.8 Governing Law; Venue.
This agreement, and any and all disputes between Buyer and Supplier that arise out of or relate to the negotiation, performance or enforcement of this agreement, will be governed by and construed in accordance with the substantive and procedural laws of the State of New York, without regard to any provisions regarding choice of law. THE RIGHTS AND OBLIGATIONS OF THE PARTIES WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS.