01. Orders and Acceptance
All orders are subject to acceptance by Seller. We may reject any order, limit quantities, or require verification. No order is binding until confirmed in writing or dispatched.
02. Prices and Payment
Prices are in USD and may change without notice. Buyer is responsible for all taxes, environmental fees, and hazardous material surcharges. Payment is due within 15 business days of invoice date. Late payments accrue daily interest at 0.05% per day (18% per annum) and a $25 late fee. Seller retains title to Goods until full payment.
03. Delivery and Risk of Loss
Delivery is FOB Shipping Point. Risk of loss passes to Buyer upon delivery to the carrier. Seller selects the carrier unless Buyer specifies an approved alternative. Transit times are estimates only.
04. Product Handling and Compliance
Buyer must store, handle, dispense, and dispose of Goods in strict compliance with OSHA, EPA, DOT, and applicable Florida and Mississippi regulations. Buyer shall provide SDS to end-users and ensure proper training.
05. Inspection and Claims
Buyer must inspect Goods upon delivery. Claims for shortage, damage, or non-conformity must be submitted in writing within 48 hours. Failure to do so constitutes acceptance.
06. Returns
Returns are governed exclusively by our Refund Policy. No returns without prior authorization.
07. Disclaimer of Warranties
SELLER WARRANTS THAT GOODS CONFORM TO THE MANUFACTURER’S STANDARD SPECIFICATIONS AT SHIPMENT. ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. BUYER ASSUMES ALL RISK IN SELECTING THE APPROPRIATE LUBRICANT OR FUEL.
08. Limitation of Liability
SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EQUIPMENT DAMAGE, OR ENVIRONMENTAL REMEDIATION COSTS.
09. Indemnification
Buyer shall indemnify Seller against all claims arising from Buyer’s misuse, mishandling, or resale of Goods in violation of laws or safety standards.
10. Force Majeure
Seller is not liable for delays or failures caused by events beyond its reasonable control.
11. Governing Law, Dispute Resolution, and Arbitration
These Sale Terms shall be governed by and construed in accordance with the laws of the State of Mississippi, USA, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
a. Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Sale Terms
through direct negotiation. Either party may initiate negotiations by sending a written notice describing the dispute to the other
party.
b. Binding Arbitration. If the parties are unable to resolve the dispute within thirty (30) days after such notice, the dispute
shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its
Commercial Arbitration Rules, except as modified herein. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or failing agreement,
appointed by the AAA. The place of arbitration shall be Panola County, Mississippi, and the language of the arbitration shall be English. The arbitrator shall have the authority to award any relief permitted by law, including declaratory or injunctive relief, but
shall not have the authority to award punitive damages except where expressly authorized by statute. The award rendered by the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
c. Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent
injunctive relief or other equitable remedies in the state or federal courts located in Panola County, Mississippi, to preserve the status quo or prevent irreparable harm, without first engaging in the negotiation or arbitration
procedures described above. Additionally, claims that qualify for small claims court in Panola County, Mississippi, may be brought in that venue.
d. Waiver of Class Action and Jury Trial. To the fullest extent permitted by law, the parties expressly waive any right to participate in a class action, class-wide arbitration, or consolidated proceeding. The parties also waive any right to a jury trial for any dispute covered by this arbitration clause.
e. Confidentiality. The arbitration proceedings, including all filings, evidence, and testimony, shall be confidential to the fullest extent permitted by law, except as may be necessary to enforce an
award or as required by law.
f. Costs and Fees. Each party shall bear its own costs and attorneys’ fees, except that the arbitrator may, as part of the award, require the non-prevailing party to pay the prevailing party’s reasonable arbitration costs and fees if the arbitrator determines that a claim was frivolous or brought in bad faith.
g. Exclusive Jurisdiction for Non-Arbitrable Matters. For any matter not subject to arbitration under this clause, the parties submit to the exclusive jurisdiction of the state or federal courts located in Panola County, Mississippi, and waive any objection to venue in such courts.
12. Entire Agreement
These Sale Terms, together with the Refund Policy and any written quotation, constitute the entire agreement. Modifications must be in writing and signed by both parties.
Contact:
Billing: customerservice@huronsmithoil.com
Legal: legal@huronsmithoil.com
Address: 204 Hays St, Batesville, MS 38606 / 66 West Flagler St, Suite 900, Miami, FL 33130.