Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
ELEMENT OIL TOOLS STANDARD TERMS/CONDITIONS
SALES POLICY FOR PRODUCTS
Element Oil Tools sells its complete offering wholesale to business customers, while also serving individuals.
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should check online at www.elementoiltools.com for current pricing. Export orders may be subject to other special pricing. Element Oil Tools reserves the right to accept or reject any order.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
Payment and Credit Terms-
Element Oil Tools accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established Element Oil Tools credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by Element Oil Tools and the limits of such credit, is at Element Oil Tool' sole discretion, and may be reduced or revoked by Element Oil Tools at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide Element Oil Tools with current credit information and the latest annual financial statement within five (5) business days following request by Element Oil Tools. Element Oil Tools reserves the right to charge a convenience fee for late payments. Element Oil Tools further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Element Oil Tools has the right of set-off and deduction for any sums owed by the customer to Element oil Tools. If the customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Element Oil Tools' credit terms, or fails to supply adequate assurance of full performance to Element Oil Tools within a reasonable time after requested by Element Oil Tools (such time as specified in Element Oil Tools' request), Element Oil Tools may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Element Oil Tools proper authorization necessary for Element Oil Tools to request any financial information from third parties. Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Element Oil Tools are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
Customer hereby grants to Element Oil Tools a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Element Oil Tools Customer agrees to file, and it permits and authorizes Element Oil Tools to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Element Oil Tools' lien or security interest.
Customer agrees that any credit balance(s) issued by Element Oil Tools will be applied to customer’s account within one (1) year of its issuance.
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Element Oil Tools charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. Element Oil Tools covers shipping and handling for standard ground delivery for orders over US $250 before tax and freight (including any backorders). COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
SATISFACTION GUARANTEE TO ALL CUSTOMERS-
Customer should contact Element Oil Tools if not satisfied with a product for any reason. Element Oil Tools will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from Element Oil Tools.
LIMITED WARRANTY FOR BUSINESSES-
A. ALL PRODUCTS SOLD ARE WARRANTED BY ELEMENT OIL TOOLS ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE. B.ELEMENT OIL TOOLS WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM ELEMENT OIL TOOLS, UNLESS OTHERWISE STATED. PROVIDED THAT ELEMENT OIL TOOLS ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, ELEMENT OIL TOOLS MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE ELEMENT OIL TOOLS BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY ELEMENT OIL TOOLS, SHIPPING COSTS PREPAID. ELEMENT OIL TOOLS' REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
WARRANTY DISCLAIMER.AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS-
EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY ELEMENT OIL TOOLS. ELEMENT OIL TOOLS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ELEMENT OIL TOOLS ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ELEMENT OIL TOOLS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. ELEMENT OIL TOOLS' LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
Warranty Product Return-
Before returning any product, customer shall contact Element Oil Tools by logging on to www.elementoiltools.com clicking on the “Contact Us" link at the top of the page, then clicking on the “Email us” link and provide the date, the original invoice number, the stock number, and a description of the defect; or call Customer Care at 1-432-296-5552, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
For information on a specific manufacturer's warranty, please call Customer Care at 432-296-5552.
Product Compliance and Suitability-
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Element Oil Tools does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Element Oil Tools accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for customer's intended use.
Element Oil Tools is a distributor of products and information about the products in the Element Oil Tools catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. TRADE/BRAND NAMES USED ARE FOR REFERENCE PURPOSES ONLY. THIS INCLUDES REGISTERD AND TRADEMARKED NAMES, PHRASES AND LIKENESSES. ELEMENT OIL TOOLS MAKES ZERO CLAIMS THAT TRADE/BRAND NAMES USED ARE THE MANUFACTURER OF PRODUCTS OFFERED. ELEMENT OIL TOOLS USES THIRD PARTY MANUFACTURERS WHOM REPLICATE THE DESIGN AND MANUFACTURING PRACTICES TO PRODUCE THE GOODS BEING SOLD. Possession of, or access to, any Element Oil Tools catalog, literature or websites does not constitute the right to purchase products. Element Oil Tools reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Element Oil Tools catalogs and websites. Element Oil Tools reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Element Oil Tools.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
Electronic Data Interchange-
If Element Oil Tools and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Element Oil Tools and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Element Oil Tools regarding EDI purchases made by customer shall be deemed to be conclusive.
Third Party Payment Provider-
If customer elects to use a third party payment system provider (“Third Party Provider”) and Element Oil Tools is charged fees by the Third Party Provider, Element Oil Tools reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved byElement Oil Tools, or any IP owned by manufacturers and/or suppliers to Element Oil Tools All materials contained in Element Oil Tools catalogs or on its web sites are subject to the ownership rights of Element Oil Tools and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Element Oil Tools or its manufacturers and/or suppliers without Element Oil Tools' permission.
Element Oil Tools and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Element Oil Tools in any manner, nor may customer represent to anyone that it has the right to do so.
Element Oil Tools may procure product not available through Element Oil Tools catalogs or available on www.elementoiltools.com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Element Oil Tools and charged to customer. Sourced Product may not be returned without a return goods authorization issued by Element Oil Tools. Element Oil Tools, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. ELEMENT OIL TOOLS' LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
Element Oil Tools may offer products manufactured or assembled to customers specifications (“Custom Product(s)”). Element Oil Tools is not responsible for verifying or confirming the accuracy of specifications provided by customer to Element Oil Tools for Custom Products. ELEMENT OIL TOOLS' LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations, if not prohibited above, must be approved by Element Oil Tools, and may be denied or subject to restocking fees and other charges.
Product Return by Business Customers-
Product returns by customers, if not prohibited above, must be made within three (3) months from date of purchase, unless otherwise indicated. Business customer should visit www.elementoiltools.com for instructions. Element Oil Tools does not take title to returned products until the item is received by Element Oil Tools at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Element Oil Tools.
Materials of Trade-
Customer represents that if it is purchasing products as its “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of customer’s business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by customer.
Element Oil Tools shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Element Oil Tools in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Element Oil Tools. Any actual or attempted assignment without Element Oil Tools' prior written consent shall entitle Element Oil Tools to cancel such order upon notice to customer.
No Third Party Benefit-
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
Waiver, Choice of Law and Venue-
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Texas, excluding its conflict of law rules, and venue shall either be in the state courts in Odessa, Texas or the federal courts located in Ector County, Texas.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
Modification of Terms-
Element Oil Tools' acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of Element Oil Tools' acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Element Oil Tools' terms and conditions by customer shall be binding upon Element Oil Tools, unless agreed to in writing by an authorized representative of Element Oil Tools. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Element Oil Tools' acknowledgment, Element Oil Tools' fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Element Oil Tools of any of the terms and conditions contained herein or in Element Oil Tools' acknowledgment.
The terms and conditions in: (i) Element Oil Tools' forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and RigDirect Inc..
ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ELEMENT OIL TOOLS
PRODUCTS IN ADDITION TO THE STANDARD TERMS AND CONDITIONS, EXPORT SALES OF ELEMENT OIL TOOLS PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ELEMENT OIL TOOLS PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN ELEMENT OIL TOOLS' STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF ELEMENT OIL TOOLS' PRODUCTS.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Element Oil Tools, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
Sales Tax and Duties, Import Fees-
Element Oil Tools is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.
Payment and Credit Terms-
Payment terms are net forty-five (45) days from the date of shipment. All other payment terms are as set forth in the Standard Terms and Conditions section. Customer agrees to inform Element Oil Tools immediately if it intends to use any import or export financing, or has or will be granting a lien or security interest on its inventory to any third party.
Shipping Charges and Freight Policy-
All Element Oil Tools export orders are shipped under INCOTERMS® 2010 rules as defined by the International Chamber of Commerce. Unless otherwise stated and agreed, default shipping term is FCA Element Oil Tools shipping location, excluding export customs clearance. All shipments are freight collect from any Element Oil Tools facility. Customer shall be responsible for obtaining insurance. At Element Oil Tools' option, this freight policy may be subject to special terms and conditions for certain export orders. Title and risk of loss for products shall transfer at the delivery point as determined by the applicable INCOTERMS being utilized for the export sale.
Export Controls and Related Regulations-
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
Foreign Principal Party in Interest; Freight Forwarder and Documentation-
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Element Oil Tools' request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by Element Oil Tools.
Customer is aware that Element Oil Tools' business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Customer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the products ordered from Element Oil Tools. Customer shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices. Dispute
Actions by Element Oil Tools for non-payment by customer of the purchase price of products sold by Element Oil Tools, or for redress of other breaches by customer of these terms and conditions may be brought by Element Oil Tools, at its option, before any U.S. or foreign judicial court of competent jurisdiction. At Element Oil Tools' option, disputes between customer and Element Oil Tools, including all claims for non-performance by Element Oil Tools, shall be finally settled by arbitration in Ector County, Texas, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Texas, U.S. The language of the arbitration shall be English.
Country of Importation and Anti-diversion-
Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and Element Oil Tools' documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Element Oil Tools, customer shall provide documentation satisfactory to Element Oil Tools verifying delivery at the designated country, the identity of end users ordering products from customer and the terms and conditions upon which such end users request products to be supplied. Customer further agrees to inform Element Oil Tools at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Element Oil Tools shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Element Oil Tools expressly agrees to do so.
Permits, Export, and Import Licenses-
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.
Governing Law; Limitations-
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Texas, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
If you have any questions about these Terms and Conditions, the practices of this site or your dealings with this site, please contact us at:
Element Oil Tools