Standard Terms & Conditions of Sale

1. General. Tools, equipment, materials, and services (collectively, “Products”) will be sold by PETOL® Gearench, a division of Orbix Corporation, a corporation organized and domiciled in the State of Texas, USA, only upon the following Standard Terms and Conditions of Sale (“Terms”). These Terms cover all transactions of PETOL and Customer, including sales and use of Products and all related matters, and including but not limited to technical advice and services. These Terms, together with any additional writing signed by an officer of PETOL, represent a complete and exclusive statement of the agreement between the parties and may not be modified or supplemented by any oral representation, Customer's purchase order or any other document submitted by Customer, course of dealing, PETOL’s performance or delivery of Products, or in any other way. PETOL objects to any such attempted modification or supplementation. References to Customer's purchase order or to Customer's specifications and similar requirements in any quotation, acknowledgment, invoice, or other document or communication are solely to describe the Products, and any terms or conditions in Customer’s purchase order or other communications will not be incorporated into the Terms. Information on the World Wide Web, as well as catalogs, circulars, and similar publications of PETOL, is provided for general informational purposes only and does not modify the Terms. No Terms may be added to, modified, superseded, or otherwise altered, except by a written instrument signed by an officer of PETOL. To the extent not otherwise provided herein, the terms of sale shall be those provided by the Uniform Commercial Code in the State of Texas that would apply to a transaction in Texas if the parties were silent as to those terms.
2. Quotation; Shipping; Risk of Loss; Acceptance. Unless otherwise stated, PETOL quotations shall be valid only for a period of 60 days after the quotation. All quotations are subject to credit approval. All quotations and sales prices are FOB PETOL’s manufacturing facility in Clifton, Texas, unless otherwise noted in writing, with Customer paying all shipping costs. Title and risk of loss pass to the Customer when the common carrier or Customer-furnished carrier picks up the Product at PETOL’s facility. In the absence of specific written shipping instructions from Customer, PETOL may ship Products freight collect to Customer by any common carrier that PETOL deems satisfactory, in its sole discretion. At Customer request, or if Customer purchases a Product but fails to provide shipping instructions, PETOL will hold the Product at its warehouse at no charge for up to five (5) business days after Product is packed and ready for shipment. Upon expiration of the 5-day free storage period, title and risk of loss pass to Customer, and PETOL may (a) continue to store the packed Product in PETOL’s warehouse, charging a storage fee to Customer, or (b) have the packed Product transferred to a commercial warehouse for storage on Customer’s behalf and at Customer’s expense. PETOL may select the commercial warehouse, which need not be bonded, at its sole discretion. Customer agrees to pay all transfer and storage charges prior to shipment. All delivery dates provided by PETOL are estimates of the time normally required to deliver such Products and are subject to change. PETOL makes commercially reasonable efforts to ship on or before any estimated delivery date; however, it will not be liable for any delays. Customer shall inspect and accept or reject the Products within twenty (20) days after delivery. Failure to timely reject shall be deemed an acceptance. Acceptances are irrevocable. All claims whatsoever by Customer, except claims under applicable warranties, shall be made within such 20-day period or are waived; provided that claims under the PETOL Limited Warranty referenced in Section 5 below are subject exclusively to the terms of the PETOL Limited Warranty. If Customer does not consent to these Terms, the order will be canceled.
3. Payment; Taxes. Invoices shall be paid to PETOL at its offices in Clifton, Texas. Payment on invoices is due Net 30 Days from date of invoice unless otherwise stated on the invoice. Prepayment, COD shipment, or a letter of credit from a bank satisfactory to PETOL may be required prior to shipment. Quotations and prices on any quotation, acknowledgment, or invoice do not include sales, use, excise, or other taxes. Unless Customer provides PETOL with a tax exemption certificate acceptable to any applicable taxing authorities, tax may be added to the prices set forth on any quotation or invoice. Customer is responsible for all taxes.
4. Acknowledgment; Invoices. An order acknowledgment provided by PETOL in response to a purchase order from Customer signifies acceptance of the purchase order, but such acceptance is expressly conditioned upon Customer's consent to these Terms, and such consent will be deemed to have been given unless notice of cancellation of the purchase order is received by PETOL within 10 days following the sales confirmation date of any acknowledgment sent to Customer, or the date the Product is shipped, whichever occurs first. Where PETOL does not issue either a quotation or an acknowledgment, and ships Products pursuant to Customer's purchase order, such sale shall also be subject to these Terms.
5. PETOL Limited Warranty. The PETOL Limited Warranty (“Warranty”) applicable to the particular Product is the sole and exclusive warranty, express or implied, for the Product, and is hereby incorporated herein. Please contact PETOL to obtain a copy of the Warranty. No employee, agent, dealer, or other person is authorized to alter, modify, expand, or reduce the terms of the Warranty or to make any other warranty on behalf of PETOL. PETOL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF PETOL OR AS SET FORTH IN ANY PURCHASE ORDER OF CUSTOMER, UNLESS AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN. PETOL shall not be liable for (AND CUSTOMER HEREBY WAIVES AND RELEASES) any and all losses, costs, expenses or damages of any kind based on downtime, overhead, the negligence of Customer or PETOL or any of their employees or agents, property damage, lost production or profits, or for incidental, consequential or special damages of any kind arising from or attributable to this agreement, the Products or the manufacture, assembly, sale, use, repair, maintenance, replacement or operation of the Products, or for any other reason. The total liability of PETOL on any claim, whether in contract, tort (including, but not limited to, negligence), strict liability, products liability, or otherwise, arising out of, connected with, or resulting from the manufacture, assembly, delivery, sale, use, repair, maintenance, replacement or operation of any Product sold hereunder will not exceed the price allocable to the Product or any part thereof which gives rise to the claim (AND CUSTOMER HEREBY RELEASES PETOL FROM ANY LIABILITY IN EXCESS OF SUCH PRICE). To the fullest extent permitted by applicable law, Customer hereby waives all provisions of the Texas Deceptive Trade Practices - Consumer Protection Act to the extent that such waiver is effective pursuant to Section 17.42 of the Texas Business and Commerce Code. REDRESS UNDER THIS SECTION 5 SHALL BE (AND IS HEREBY DEEMED TO BE) CUSTOMER'S EXCLUSIVE REDRESS OR REMEDY FOR ANY MATTERS ARISING FROM OR ATTRIBUTABLE TO THIS AGREEMENT.
6. Miscellaneous. All notices, demands and other communications which may or are required to be given hereunder or with respect hereto shall be in writing, shall be given either by personal delivery, facsimile transmission or email, or by registered or certified mail, return receipt requested, and shall be deemed to have been given or made when personally delivered, or when received as evidenced by return receipt or confirmation of facsimile transmission or email addressed to the respective parties at the addresses shown on any inquiry, quotation, purchase order, order acknowledgment, or invoice. All of the terms and provisions of this agreement shall be binding upon and inure to the benefit of and be enforceable by the heirs, successors, and any assigns of the signatories hereto. All matters related to the Warranty and/or the sale and/or use of Products, along with the construction and enforcement of the Terms hereof, shall be subject to the substantive and procedural laws of the State of Texas, not the conflicts of laws provisions of Texas, but rather the laws of Texas themselves. Any dispute shall be presented in the form of a claim or lawsuit to the offices of PETOL in Clifton, Bosque County, Texas. No claim or suit may be brought against PETOL except in such forum. Any writ, judgment, or other enforcement obtained from a jurisdiction, county, parish, state or federal court, or other country, other than from the forum identified above, shall be void and unenforceable against PETOL. In the event of a dispute or claim, such dispute or claim shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association. If required to accomplish the purpose of this arbitration clause, Customer hereby expressly waives any right to demand trial by jury.