1. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Oklahoma, United States of America, without regard to conflict-of-laws principles.

Any dispute arising hereunder is subject to the exclusive jurisdiction of the federal or state courts located in Tulsa County, Oklahoma.

2. Quotations and Orders

Quotations are valid for thirty (30) days unless otherwise stated. All orders are subject to acceptance by Seller. No order is binding on Seller unless confirmed in writing.

3. Title and Risk of Loss

Title and risk of loss or damage to the Product pass to Purchaser upon tender of delivery to:

1. F.O.B. Carrier, unless expressly stipulated otherwise, regardless of when partial or final payment is to be made by Purchaser.

4. Delivery

Delivery dates provided by Seller are estimates only and are not guaranteed. Seller is not liable for delays or failures in performance resulting from causes beyond its reasonable control.

5. Inspection and Acceptance

Purchaser may inspect the Product within ten (10) days of delivery. Any rejection must be provided in writing and specify the non-conformities.

Seller will assess and, if necessary, correct or replace the Product. Failure to reject as stated, or failure to permit Seller to remedy any issues, conclusively constitutes acceptance.

Rejection is not permitted for aesthetic or subjective dissatisfaction; it must be based on damage or breakage.

6. Taxes

Prices quoted by Seller do not include any federal, state, or local property, license, privilege, sales, use, excise, gross receipts, or other similar taxes applicable to this transaction. Such taxes shall be paid by Purchaser or, if paid by Seller, shall be itemized separately to Purchaser, who shall make prompt payment to Seller.

7. Payment Terms

Unless otherwise agreed in writing as a supplement to this contract, payment terms are net thirty (30) days from the invoice date only for established customers who have signed Seller’s credit application and accepted its terms.

For new or infrequent customers, Seller does not extend net 30 terms; payment is due in advance unless otherwise agreed in writing.

For sales to customers in foreign countries, Seller requires one hundred percent (100%) prepayment at the time of order acceptance, along with any additional fees related to the order or remittance of payment.

Seller reserves the right to implement a surcharge for credit card or merchant fees incurred during the payment process. If applied, these fees will be disclosed to Purchaser prior to completing the transaction, or a notice will be issued informing all customers that a surcharge will be implemented.

8. Warranty

Subject to the exclusions below, Seller warrants that the Product shall be free from defects in material and workmanship for twelve (12) months from the date the Product is complete and ready for shipment. This warranty is valid only if Purchaser provides written notice of the defect within the warranty period and cooperates with Seller in resolving the issue, including granting Seller a reasonable opportunity to inspect the Product to verify the defect.

If a valid warranty claim is made within the warranty period, Seller shall, at its sole discretion, repair the Product or otherwise correct the nonconformity. No repair, adjustment, or modification shall be undertaken by Purchaser without Seller’s prior written consent. Any unauthorized action will void the warranty and release Seller from all related obligations.

This warranty does not apply to any Product that has been misused, neglected, modified, improperly installed, or operated in a manner inconsistent with its intended use. Unless expressly stated in writing by Seller, no warranty is made with respect to performance characteristics; the effects of corrosion, erosion, or normal wear and tear are specifically excluded.

With respect to items not manufactured by Seller, for which Seller acts solely as a reseller, Seller provides no warranty other than the original manufacturer’s warranty, if any.

SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT THAT OF GOOD TITLE TO THE PRODUCT, AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

Correction by Seller of nonconformities, whether patent or latent, in the manner and for the period of time provided above, constitutes fulfillment of all liabilities of Seller for such nonconformities, whether based on contract, warranty, negligence, indemnity, strict liability, or otherwise with respect to or arising out of the Product. Seller shall in no event be liable for consequential damages.

9. Cancellation and Liquidated Damages

If Purchaser cancels an order that is complete and ready for shipment, a restocking fee may be charged. Seller will notify Purchaser of the applicable restocking fee at the time of cancellation. This section does not limit Seller’s right to recover additional costs incurred due to such cancellation.

10. Limitation of Liability

The remedies of Purchaser set forth herein are exclusive. The total liability of Seller with respect to performance and other matters related to the manufacture, sale, delivery, installation, repair, or technical direction thereof, whether based on contract, warranty, negligence, indemnity, strict liability, or otherwise, shall in no event exceed the purchase price of the particular component of the Unit of Product upon which such liability is based, and not the aggregate of all Products covered by any agreement between Seller and Purchaser.

Seller shall in no event be liable to Purchaser, any successors in interest, or any beneficiary or assignee of Purchaser for any consequential, incidental, indirect, special, or punitive damages or any defect in, or failure or malfunction of, the Product or any component thereof, whether based upon lost goodwill, lost profits or revenue, interest, work stoppage, impairment of other goods, loss by reason of shutdown or non-operation, increased expenses of operation, or claims for service interruption.

11. Returns

No Products may be returned without the prior written authorization of Seller. All returns are subject to inspection and acceptance by Seller and may be subject to a restocking fee. Unless otherwise agreed, Purchaser is responsible for all freight costs related to returned Products.

12. Intellectual Property

All drawings, know-how, designs, specifications, inventions, devices, developments, processes, and other information or intellectual property disclosed or provided to Purchaser by Seller, and all rights therein, remain the property of Seller. Purchaser agrees not to reproduce, duplicate, or disclose such items without Seller’s prior written consent.

13. Force Majeure

Seller is not liable for failure to perform or delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority or of Purchaser, acts of terrorism, riot, embargo, fuel or energy shortage, car shortage, wrecks, or delays in transportation, or any other cause beyond Seller’s reasonable control.

14. Severability

If a court finds that any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or render such term or provision unenforceable in any other jurisdiction.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings of any kind. No modification or waiver is binding unless in writing and signed by both parties.

16. Acceptance by Conduct

By submitting a purchase order, accepting delivery, or otherwise engaging in commercial transactions with Seller, Purchaser agrees to these Terms and Conditions. No signature or express assent is required for these terms to apply.

17. Execution

Seller may sign this Agreement and transmit the executed copy by electronic mail. Such copy of the executed signature page is deemed an original signature for all purposes. Seller represents that the person executing this Agreement has authority to bind Seller.