Masterank america incorporated
 
 
 
 Terms & conditions

 

GENERAL TERMS AND CONDITIONS (Updated 01-2013)
 
•  PRICE ADJUSTMENTS

 
Seller may change any price and/or term of payment of this contract. Buyer shall have the right to cancel as to any product to which any increase in price and/or term of payment applies by giving written notice to Seller fifteen (15) days after the date of such change. If Seller should be prevented from continuing or making changes in price and/or terms of payment, hereunder by act of government authority, Seller may terminate this contract by giving Buyer thirty (30) days prior written notice. The undersigned authorizes and releases all banks, persons, and companies listed on this application to furnish information and authorize a credit check. The undersigned agrees to pay the cost of collecting delinquent accounts, including but not limited to, attorney's fees, collection agency fees and court costs.
 
•  TAXES

 
Buyer shall provide Seller, upon request, with properly completed exemption certificates for any tax from which Buyer claims exemption. Seller may terminate this contract on thirty (30) days written notice if prevented from passing through to Buyer any tax or charge.
 
•  CREDIT; PAYMENT

 
If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller advance cash payment or satisfactory security shall be given by Buyer upon demand by Seller and shipments may be withheld until such payment or security is received. Seller has the right to assess a late payment charge of the lesser of 1.5% per month or the maximum amount allowed by law to be prorated daily.
To secure the full and timely payment and performance of all obligations and indebtedness of Buyer to Seller arising under this Contract of Sale, Buyer hereby grants to and creates in favor of Seller a security interest in the Product and Buyer authorizes Seller to file on one or more occasions one or more financing statements or other documents evidencing Seller¡¯s security interest granted by Buyer and describing the Product. Seller shall not be obligated to release its¡¯ security interest in the collateral until all of Buyer¡¯s payment obligations under the Contract of Sale are satisfied in full.
 
•  SHIPMENTS

 
Shipments shall be made in approximately equal monthly quantities and in accordance with such maximum quantity policy as Seller may have in general effect at time of shipment. Seller shall not be obligated to deliver in any one (1) month more than one-tenth (1/10) of the maximum quantity nor in any one quarter more than one-fourth (1/4) of the maximum quantity set forth herein. If Buyer purchases less than 90% of the maximum quantity during one quarter, Seller may reduce the maximum obligation during the succeeding quarters to the actual amount purchased during the immediately preceding quarter.
 
TITLE: RISK OF LOSS

 
Title to the product and risk of loss shall pass to Buyer upon loading into Tank truck, tank car or other carrier of the Buyers, or arranged by Sellers on behalf of the Buyers, unless specifically sold FOB Buyer¡¯s location.
 
LIMITED WARRANTY

THE PRODUCTS SOLD HEREUNDER SHALL BE OF MERCHANTABLE QUALITY AND SHALL CONFORM TO SELLERS CURRENT STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS SHALL HAVE BEEN MADE EXPRESSLY A PART OF THIS CONTRACT. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND.
 
LIMITATION OF LIABILITY

 
Defective or nonconforming products shall be replaced by Seller without additional charges, or at Seller¡¯s option, Seller may refund the purchase price upon return of the products at Seller¡¯s expense. NOTWITHSTANDING THE ABOVE, AND REGARDLESS OF THE CIRCUMSTANCES, SELLER¡¯S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF CONTRACT OR OTHERWISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller, which may arise under this contract, must be commenced within two (2) years after the cause of action has accrued.
 
SAFETY AND HEALTH INDEMNITY

 
Seller shall furnish to Buyer Material Safety Data Sheets, including warnings and safety and health information concerning the products and/or the containers for such products sold hereunder. Buyer agrees to communicate such information to all persons Buyer can reasonably foresee may be exposed to or may handle such materials or containers, including but not limited to Buyer¡¯s employees, agents, contractors or customers. If Buyer fails to communicate such warning and information, Buyers agrees to defend and indemnify Seller against any and all liability arising out of or in any way connected with such failure, provided however, that if Seller has contributed to such liability, Buyer¡¯s indemnity to Seller shall be reduced by the proportion in which Seller contributed. Seller will provide Buyer with reasonable notice and opportunity to defend in the event any claim or demand is made on Seller as to which such indemnity relates.
 
CARS, TRUCKS, AND VESSELS

 
Buyer agrees to unload railroad cars, trucks, and vessels furnished by Seller within the free time specified by Tariffs on file with applicable regulatory bodies. Buyer agrees to pay directly to the common carrier upon receipt of invoice therefore, for any charges resulting from its failure in this regard. Seller¡¯s current charges for tank cars assigned to Buyer¡¯s use are thirty ($30.00) dollars per day for tank cars held longer than seven (7) days from constructive placement. These charges are subject to change pursuant to the provisions of the above clause entitled ¡°Price Adjustments¡±. Buyer assumes full responsibility for use and condition of cars, trucks, and vessels while in Buyer¡¯s possession and agrees to (a) compensate Seller for loss or damage to Seller¡¯s property, and (b) indemnify and save Seller harmless from any loss or damage to property other than Sellers and from any injuries to persons relating in any way to the use of such car(s), truck(s), and vessel(s) while such are in Buyer¡¯s possession. Buyer further agrees to report to Seller promptly any damage which may be sustained by the car(s), truck(s), or vessel(s) in Buyer¡¯s possession.
 
SPECIFICATION CHANGES; PRODUCT DISCONTINUANCE
 
Seller may at its discretion (a) change or alter the quality or specifications of any of the products hereunder, or (b) discontinue the manufacture of any such products or (c) discontinue the manufacture of any products at a particular manufacturing or blending facility. If specifications for any products covered hereunder are specifically set forth herein, Seller shall give Buyer thirty (30) days written notice of any proposed change. If such proposed change would in the opinion of Buyer materially affect the performance of such products, Buyer may terminate this contract as to such products. Seller shall give Buyer sixty (60) days written notice of discontinuance of the manufacture of any product(s) covered hereunder and the contract as to such products shall terminate at the end of such period. If Seller elects at its option to discontinue the manufacturing of any products at a particular location or blending facility and Seller is unable to provide comparable product to Buyer from another facility, then Seller may terminate this contract as to such products by giving Buyer sixty (60) days written notice of such termination.
 
Failure in PERFORMANCE
 
No liability shall result to either Seller or Buyer from delay in performance or non-performance in whole or in part caused by circumstances reasonably beyond the control of the party affected, including, but not limited to acts of God, fire, flood, war, explosion, breakdown or labor trouble, embargoes or other import or export restrictions, shortages or inability to obtain energy, equipment, transportation, product deliverable hereunder, crude petroleum or other feedstock from which said product is derived; or good faith compliance with any regulation, direction or request (whether valid or invalid) made by any government authority or person proposing to act therefore.


COMPLIANCE WITH LAWS AND REGULATIONS
 
Buyer agrees to indemnify and hold Seller harmless against all losses, claims, causes of action, penalties and liability arising out of Buyer¡¯s failure to comply with all applicable Federal, State and Local laws, ordinances, regulations, rules and orders.
 
MISCELLANEOUS

This contract shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party except that Seller may upon written notice to Buyer, assign its obligation hereunder to any corporation subsidiary of or affiliated with Seller. No waiver by either party of any breach of any of the terms and conditions herein contained shall be construed as a waiver of any succeeding breach of the same or any other terms or conditions. The entire contract is contained herein and there are no oral understandings, representations or warranties affecting it. No modifications of this contract shall be of any force or effect unless such modification is in writing and signed by the party to be bound thereby, and no modification shall be effected by the acknowledgment of acceptance of purchase order forms containing terms or conditions at variance with those set forth herein. This contract cancels and supersedes any prior written contract between the parties covering the sale and purchase of the above listed material. This contract shall be construed and enforced under the laws of the State of Texas.