PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
shall
mean the person or entity requesting a design, quote, drawing or
product from OSECO regardless of whether such person or entity is the
end-user of the design, quote, drawing or product# "Date of Shipment"
shall mean the actual date upon which the Products are delivered into
the control of the carrier#
2# Limitation of Warranties- OSECO makes NO warranties
which extend beyond the express provisions stated herein# OSECO wholly
relies on, and Customer acknowledges the fact that Customer has supplied
all of the necessary operating conditions, design parameters, process
components or system or vessel requirements related to the Products#
OSECO specifically disclaims, and Customer agrees to fully indemnify,
defend and hold OSECO and its officers, employees and agents harmless
from, any and all claims for injuries or damages to persons or property,
including, but not limited to lost profits, attorney's fees and costs,
either directly or indirectly resulting or arising from: #i# Customer's
failure to fully disclose all material operating conditions, design
parameters, process components or system or vessel requirements, whether
through misrepresentation, mistake or otherwise; #ii# Customer's
failure to use the Products in strict compliance with all material
operating conditions, design parameters system or vessel requirements
provided to OSECO by Customer; #iii# Customer's use of the Products in
multipart assemblies, or other assemblies, not wholly comprised of OSECO
manufactured Products; #iv# improper pressure relief system design or
improper maintenance or installation of products; or #v# corrosion,
erosion or malfunction caused by acids or other chemicals# OSECO MAKES
NO IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR
PURPOSE#
OSECO makes no express or implied warranties beyond the following
provisions, which ONLY apply to the Original Customer: When the Products
have not been modified and are properly installed in complete
accordance with the written instructions supplied with the Products,
then the Products will be free from defects in material and workmanship
for a period of one #1# year from the Date of Shipment, the MVRD Product
for a period of two #2# years from the Date of Shipment on all products
with exception to the a## Safety Plug Product for a period of 120
pumping hours and the b## MVRD Product for a period of two #2# years
from the Date of Shipment# THE EXPRESSED WARRANTIES HEREIN GIVEN ARE
EXCLUSIVE AND IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED, BY
OPERATION OF LAW OR OTHERWISE# CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
ANY BREACH OF WARRANTY SHALL BE, AT OSECO'S OPTION, EITHER THE REPAIR OR
REPLACEMENT OF ANY DEFECTIVE PRODUCT RETURNED TO OSECO WITHIN NINETY
#90# DAYS OF THE DISCOVERY OF THE DEFECT#
3# Liability Limitations- OSECO'S AGGREGATE TOTAL
LIABILITY TO CUSTOMER FOR ANY AND ALL LOSS OR DAMAGE ARISING OUT OF
CUSTOMER'S USE OR INABILITY TO USE THE PRODUCTS SHALL IN NO EVENT EXCEED
THE PURCHASE PRICE OF THE PRODUCTS# OSECO shall have no liability,
directly or indirectly, for loss or delay, or for the failure to perform
or make delivery, due in whole or in part to any cause or occurrence
beyond the reasonable control of OSECO# Unless a shorter period is
specifically prescribed herein, any claim of Customer for any cause
whatsoever #whether based in contract, warranty, negligence, strict
liability or otherwise# shall be deemed waived unless made in writing
and received by OSECO within sixty #60# days after receipt of the
Products for which such claim is made, or if such claim is for latent
defects, within sixty #60# days of discovery thereof, if discovery is
within one #1# year from Date of Shipment#
4# Indemnity- Customer agrees to indemnify, defend and
hold OSECO and its officers, employees and agents harmless from any
claims, judgments, damages, fines, penalties, costs, liabilities
#including sums paid in settlement of claims# or loss including
attorney's fees, arising from or related to Customer's purchase,
installation or use of the product#
5# Price- All prices are based on current costs of
labor and materials, and are subject to correction for any clerical
errors# All prices for Domestic Orders are F#O#B#-Point of Manufacture#
All prices for Export Orders are Ex Works-Point of Manufacture# Prices
specified do not include sales, excise, or other taxes or duties payable
as part of this transaction# All taxes or other duty presently or
hereafter imposed on the manufacture, sale or delivery of any OSECO
Products ordered, including any increase of such taxes or duty, shall be
charged to and paid by Customer in addition to the prices set forth in
OSECO's quotation#
6# Quotations- Unless otherwise specified, all
quotations are firm for a period of thirty #30# days from the date the
quotation was made, unless expressly adjusted or terminated at an
earlier date by OSECO#
7# Orders- All orders are subject to acceptance by
OSECO and assent to and acceptance of the Terms and Conditions of Sales
by the Customer# OSECO has a minimum charge of $200 on all domestic
orders and a minimum charge of $300 on all international orders#
8# Export Control- The Customer acknowledges that the
Products may include technology which is subject to United States export
control laws and shall comply with all such applicable laws and
regulations# Customer shall not export or re-export any technical data,
information or any product based thereon, that it receives from OSECO to
any country or entity to which shipment or communication is prohibited
by said laws or regulations unless properly authorized to do so by the
United States Government#
9# Credit and Terms of Payment- Unless otherwise
specified in writing, payment is due 30 days from Date of Shipment when
credit has been extended to the Customer# If credit has not been
extended to the Customer, a minimum deposit of 50% up to 100% of the
quotation price, as determined solely by OSECO, will be required at the
time of the order with a net thirty #30# day term on the remaining
amount#
OSECO accepts Visa, MasterCard, American Express and Discover credit
cards# Past due invoices will delay the shipment of any and all future
orders# Customer's financial responsibility is at all times subject to
approval of OSECO credit department#
10# Delivery and Shipment- Shipment shall be made
F#O#B#- Point of Manufacture for Domestic Orders and Ex Works-Point of
Manufacture for export, no freight allowed# Unless authorized by an
executive of OSCEO in writing, no change or modification of this
shipping term will be recognized# Upon Customer request, OSECO may
prepay and add the freight amount to the invoice# UPS is OSECO's
standard carrier; requested use of all other carriers may be subject to
additional service charges#
11# Shortages or Damage- Customer's claims for
shortages in deliveries, if any, must be made in writing within ten #10#
days after receipt of the Products# Loss or damage to any OSECO Product
in transit is the sole responsibility of the carrier#
12# Packing and Marking- Unless otherwise stated, all
packing and marking will be in accordance with OSECO standard practices
for shipments# Special packaging, marking, export crating, etc# will be
subject to additional charges#
13# Shipping Dates - Shipment dates are estimates only, based on
current conditions and ability to secure labor, materials and parts and,
where applicable, are estimated from the date approved drawings are
received from Customer# OSECO will not be liable for the failure or
delay in making the delivery dates as proposed#
14# Force Majeure- OSECO shall not be liable for any
default or delay caused by any contingency beyond its control,
including, without limitation, acts of God, wars, riots, embargoes,
restraints affecting shipping, strikes, lockouts, fires, accidents,
floods, droughts, earthquakes, high winds, other natural calamities,
shortage of raw materials, demands or requirements of any government or
other agency#
15# Cancellations- If orders accepted by OSECO are
cancelled by the Customer, the Customer shall pay all costs, expenses,
loses, and damages sustained either directly or indirectly by OSECO in
connection with such termination, including administrative and
engineering expenses# Minimum cancelation charge is 25% of the quotation
amount#
16# Return of Products- No OSECO Products may be
returned to OSECO without OSECO's prior written consent and without
OSECO's shipping instructions# Collect shipments will not be accepted
without OSECO's prior written consent# No back charges will be accepted
or credit given by OSECO on returned Products# Charges may apply for
inspection or repair of the returned Products# No returned Products will
be accepted without the Material Safety Data Sheet attached#
17# Design- OSECO reserves the right to make changes
in the design of Products without notice and without incurring any
obligation to furnish or install such changes and modifications on
Products previously or subsequently sold#
18# Patent Infringement- Should Customer's drawings or
specifications infringe or allegedly infringe upon a patent or
trademark, OSECO will in no way be responsible for any claims or damages
resulting from the infringement or alleged infringement# Customer
hereby agrees to indemnify, defend and hold OSECO and its officers,
employees and agents harmless from and against any and all claims or
damages, including attorney's fees and costs, either directly or
indirectly resulting or arising from such infringement or alleged
infringement#
19# Confidentiality and Proprietary Information-
Customer acknowledges that all drawings, reports, designs, data and
technical and other information emanating from or provided by OSECO
pertaining to the Products or services provided to Customer and all
information becoming known to Customer concerning OSECO's Products,
improvements, processes, methods or practices shall be maintained
confidential by Customer and shall not be published, disseminated,
revealed in any manner or to any party, or used in the design,
manufacture, use or operation of Customer's business or products;
provided that these provisions shall not apply to such information that
was known to Customer at the same time it was obtained from OSECO or
acquired by Customer from a third party without such third party being
under an obligation of confidentiality#
20# Patent Rights- OSECO retains all rights of
inventorship, including all rights, title, and interest, related to the
conception, design, and/or manufacture of Products# In the event
Customer, Customer’s employees, or Customer’s contractors #“Customer
Inventors”# contribute to the conception and/or reduction to practice of
any ideas, inventions, or improvements related to the conception,
design, and/or manufacture of Products, Customer Inventors will assign
and hereby expressly do assign to OSECO, its successors, assigns and
legal representatives, the entire rights, title, and interest in and to
all said ideas, inventions, or improvements, including, but not limited
to, the entire rights, title, and interest in and to all subject matter
invented by Customer Inventors related to Products and disclosed in any
Application for Letters Patent of the United States, and in and to all
Letters Patent and all Convention and Treaty rights of all kinds, and
the rights arising therefrom, in all countries throughout the world#
21# Waiver of Breach and Severability- The waiver by
OSECO of Customer's breach of any term or condition herein shall not
constitute a waiver of any subsequent breach of the same or any other
term or condition# If any provision of the Terms and Conditions of Sale
herein are held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of the Terms and
Conditions of Sale will not be affected or impaired and all remaining
terms shall remain in full force and effect#
22# Choice of Law- The agreement arising from the
acceptance of the Terms and Conditions of Sale, as well as the Terms and
Conditions of Sale itself, shall be construed in all respects according
to the applicable laws of the State of Oklahoma#
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code is copyrighted as a collective work under the United States and
other copyright laws, and is the property of Oseco. The collective work
includes works that are licensed to Oseco. Copyright 2012, Oseco ALL
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