☰
Close Icon

Main Menu

AMSOIL General Terms & Conditions of Sale

Last Updated: October 12, 2023

Entire Agreement

These AMSOIL INC. (“Seller”) Terms and Conditions of Sale (the “Terms”), together with any additional written commercial or sales terms included in any Seller document relating to the sale of Seller’s products to Buyer (the “Product[s]”) (collectively, the “Sales Terms”), contain the entire and exclusive agreement between the parties regarding the sale of all Products. The Terms, together with the Sales Terms (if any) are referred to herein as the “Contract.” If there is a conflict between the Terms and the Sales Terms, the Sales Terms shall govern. All terms and conditions contained in any prior or subsequent oral or written communication or other document concerning the sale of Products to which this Contract relates, including, without limitation, terms and conditions contained in Buyer’s Purchase Order or in any Buyer request for proposal, delivery receipt, acknowledgment, payment, or other sale document are hereby rejected and shall not be binding upon Seller and do not govern this Contract. This Contract may not be amended except in a writing signed by an authorized officer of Seller.

Firm Purchase Orders and Price

All Buyer purchase orders or other orders for Products in whatever form communicated to Seller (“Purchase Orders”) are deemed firm immediately upon receipt and acceptance by Seller and may not be cancelled or modified by Buyer at any time thereafter except in a writing signed by an authorized officer of Seller. Upon receipt of any Purchase Order, Seller shall have the option to accept, reject, or modify any terms, including, without limitation, price, volume, and delivery dates. Buyer will not have any recourse against Seller (and Seller will not be liable to Buyer whatsoever) in the event Seller modifies or does not accept all or any part of the Purchase Order. Any delivery dates specified in any Purchase Order or Seller’s Contract are estimates only. All prices are quoted and paid in United States dollars only. The price for Product shall initially be the price set forth in the Contract and shall otherwise be the Seller’s published retail price in effect on the date of shipment unless otherwise agreed by Seller in advance and in writing. Seller may adjust the price of any Product upon prior notice to Buyer and such adjustment is deemed to be a modification under Section 3.

Acceptance of Purchase Orders

Buyer is bound by Seller’s Contract with respect to each Purchase Order upon the earliest to occur of the following: (a) Seller’s written acceptance of a Purchase Order; (b) Seller’s issuance of a Purchase Order Acknowledgment, email confirmation, or other commercially reasonable sales confirmation; (c) any action by Seller in furtherance of the sale of any Product in a Purchase Order, including, Seller undertaking to fill the Purchase Order; or (d) with respect to a Purchase Order modified by Seller: (i) one (1) business day after Seller’s issuance of a modification to Buyer’s Purchase Order, or (ii) any action by Buyer in furtherance of the purchase of the affected Product, including, confirming the Purchase Order or providing delivery instructions. Seller’s acceptance of Seller’s Contract is deemed irrevocable, and Seller and Buyer are bound by all terms of the Contract, including, Seller’s price.

If Seller agrees, in its discretion, to accept the cancellation of any Contract or portion of a Contract, or the return of any Product (except returns arising from for a valid breach of Limited Warranty claim), such cancellation shall be on terms approved by Seller in advance and in writing, and Buyer shall compensate Seller for all reasonable costs and damages resulting therefrom, including, but not limited to, costs of return transportation and insurance, out-of-pocket costs, lost profits, restocking fees, and any other fees and charges incurred by Seller or Seller’s suppliers.

Delivery

All Products delivered within the United States and its territories are delivered TERMS FOB Seller’s loading dock, Superior, Wisconsin, or such other location specified by Seller in the Contract. As to international deliveries, all Products are delivered EXW (Ex Works) (INCOTERMS 2020) Seller’s loading dock, Superior, Wisconsin. Time is not of the essence. Buyer is liable for all costs of transportation and insurance of Products upon delivery, and title and risk of loss shall transfer irrevocably to Buyer upon delivery.

Payment; Taxes; Expenses

Payment for the full amount of each invoice is due and payable upon the earlier of (a) delivery of the Products, or (b) receipt of Seller’s invoice for Products, regardless of whether such delivery or invoice includes all, or only some, of the Products included in any Purchase Order. Payment shall be made to Seller, addressed as indicated on Seller’s invoice, in accordance with the Contract. In addition to Seller’s price, Buyer shall pay Seller (a) costs of transportation and insurance incurred by Seller, if requested by Buyer and advanced by Seller in Seller’s discretion, and any other cost arising from the sale, and (b) all governmental taxes, charges or duties of every kind that Seller may be required to collect or pay upon sale, transfer or shipment of Product (“Tax”), except to the extent Buyer furnishes to Seller a properly completed exemption certificate applicable to such Tax.

Buyer’s Duty to Inspect

Buyer shall inspect all Products immediately upon receipt at the destination designated in the shipping documents. Product receipt is confirmed or stated in tracking information provided by a common carrier or similar service and may not be disputed by Buyer. Buyer must inspect such Products and notify Seller in writing of any claims for all defects (including patent and latent defects), nonconformities, shortages, damages, or other errors within two (2) business days after receipt at the destination designated for such Products. Buyer’s failure to perform the inspection or provide written notice of any claims within such two (2)-business day timeframe constitutes irrevocable and unqualified acceptance of such Products and a waiver of all claims relating to such Products, except claims arising under the Limited Warranty. Upon receipt of any claim within such timeframe, (a) as to claims for shortages, the Buyer and Seller shall investigate and determine whether the claim is valid, and if so, at Seller’s option, Seller shall deliver the Product shortfall or adjust the price accordingly; and (b) with respect to all other claims, Seller shall have a reasonable period of time to inspect the Products to determine whether it is a valid claim within the scope of Seller’s Limited Warranty hereunder, in which case the provisions of Sections 10-14 of these Terms shall govern. All other claims are the sole responsibility of Buyer.

Late Payment; Breach; Termination

In the event Buyer fails to pay any amount when due, Seller shall be permitted to charge interest on the overdue amount at the lesser of 2% per month or the maximum rate allowed by applicable law.

If (a) Buyer fails to pay any amount when due and the default continues for a period of ten (10) days thereafter, or (b) either party fails to perform any other material obligation under the Contract, and the breaching party fails to cure or take reasonable steps to cure the breach within sixty (60) days after receipt of the nonbreaching party’s written notice of specific violations and opportunity to cure, the nonbreaching party may terminate the Contract and recover its damages, subject to the provisions of Sections 10-14 of these Terms. Seller is permitted to terminate immediately upon Buyer’s default under Section 7. (a)

In addition to the foregoing remedies, beginning the date of breach and continuing until the breach is cured (or the Contract terminated by Seller), Seller may exercise any or all of the following remedies:

  1. delay any further shipments or other performance under the Contract,
  2. require cash or satisfactory security, require full or partial payment in advance, and adjust payment terms,
  3. Charge Buyer for Seller’s cost of procuring or manufacturing raw materials, supplies, finished goods, and safety stock in preparation for orders placed by Buyer under the Contract,
  4. Cancel all rebates and apply to the Buyer’s unpaid balance all credits and payments due and owing to Buyer,
  5. Charge Buyer all damages incurred by Seller, and
  6. If Buyer cures, reschedule deliveries at Seller’s convenience.

In addition to all Seller’s other remedies under the Contract, in the event of Buyer’s breach or threatened breach of the Contract or of any legal duty owed to Seller (whether arising in contract, tort, or under any statute or other legal theory), Buyer shall pay Seller’s attorney fees, costs, and disbursements, as and when incurred, regardless of whether a lawsuit is commenced. All remedies herein are cumulative and not exclusive of any other remedies available at law, by contract or in equity, subject to the provisions of Sections 10-14 of these Terms.

Force Majeure

Seller shall not be liable for any delay or failure to make delivery of Product due to any cause beyond its reasonable control, including without limitation (a) fire, explosion, storm, flood, other acts of nature, strike, lockout, accident, act of war or terrorism, riot, embargo, pandemic or epidemic, thefts or loss of Products, transportation delays, or plant stoppages, (b) any regulation or order of any governmental agency, court, or other governmental entity (“Governmental Authority”), (c) the inability of Seller to timely obtain any raw materials, energy source, equipment, labor, or transportation, at prices and on terms Seller deems practicable from Seller’s usual sources of supply, or (d) any supply chain disruptions, including, without limitation, delays or disruptions at any of its suppliers. Seller shall give Buyer prompt notice upon the occurrence of a force majeure event along with an estimate of the anticipated period of delay. Seller is not liable to buyer for failing to perform during the period of a force majeure event. As to Products that will be delayed by more than sixty (60) days after their scheduled delivery dates due to a force majeure event, Buyer may, upon written notice to Seller, cancel the delivery of Products that are delayed by such event and purchase substitute or replacement products from alternate sources at Buyer’s sole cost, risk and expense; however, Buyer shall be obligated to take delivery of and purchase all Products that are not affected by that specific delay. Buyer’s obligation to make payment when due shall not be delayed or excused under any circumstances.

Buyer’s Compliance with SDS, Other Product Information, and Laws

Seller may provide or make available to Buyer a Safety Data Sheet (SDS) for each Product and may supplement Product information from time to time. The SDS and other information may contain Product information, safety and health information, the disclosure of risks associated with the Products, and instructions regarding the use or handling of the Products. Buyer is solely responsible for complying with all instructions contained in the SDS and other information, including all terms and recommendations regarding the use, filtration, testing, maintenance, and replacement of the Products, if any, and for providing such information and related training to its employees, customers, and other third parties that may use or handle the Products.

BUYER ASSUMES FULL LIABILITY AND RESPONSIBILITY FOR COMPLIANCE WITH THE SDS AND OTHER PRODUCT INFORMATION PROVIDED BY SELLER AND TO ENSURE NO MISUSE OR CONTAMINATION OF PRODUCTS, OR MIXING OF THE PRODUCTS WITH OTHER LUBRICANTS. BUYER SHALL COMPLY WITH ALL FEDERAL, STATE, AND LOCAL LAWS AND THE REGULATIONS OF ANY GOVERNMENTAL AUTHORITY, RELATING TO OR GOVERNING THE PURCHASE, SALE, LABELING, TRANSPORTATION, USE, AND DISPOSAL OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE FOREIGN CORRUPT PRACTICES ACT, THE ANTI-MONEY LAUNDERING PROVISIONS OF THE USA PATRIOT ACT AND BANK SECRECY ACT, U.S. EXPORT CONTROL AND ENVIRONMENTAL LAWS.

Seller’s Certificate of Analysis and Limited Warranty

ALL PRODUCTS ARE SHIPPED IN BULK (“BULK PRODUCTS”) OR PREPACKAGED NON-BULK QUANTITIES (“PREPACKAGED PRODUCTS”). EACH SHIPMENT OF BULK PRODUCTS AND PREPACKAGED PRODUCTS INCLUDES A SEPARATE CERTIFICATE OF ANALYSIS OR LABEL (COLLECTIVELY, THE CERTIFICATE OF ANALYSIS OR LABEL IS THE “CERTIFICATE”) STATING THE PRODUCT NOMENCLATURE, A LOT NUMBER, MANUFACTURING IDENTIFICATION NUMBER, OR OTHER TRACEABILITY INFORMATION, AND THE COMPOSITION OF THE PRODUCT. SELLER WARRANTS TO BUYER THAT: (I) ALL BULK PRODUCTS AND PREPACKAGED PRODUCTS MEET THE CERTIFICATE IN EFFECT FOR SUCH PRODUCTS ON THE DATE OF DELIVERY, WHICH CERTIFICATE MAY BE INCLUDED WITH OR AFFIXED TO SUCH SHIPMENT; AND (II) ALL BULK PRODUCTS AND PREPACKAGED PRODUCTS ARE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND SECURITY INTERESTS AND DO NOT INFRINGE ANY PATENTS REGISTERED WITH THE U.S. PATENT AND TRADEMARK OFFICE EFFECTIVE THE DATE OF DELIVERY (COLLECTIVELY, [subsections I-II], THE “LIMITED WARRANTY”). EXCEPT FOR THE LIMITED WARRANTY, SELLER MAKES NO OTHER WARRANTY CONCERNING ANY PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, BUYER SATISFACTION, NONINFRINGEMENT, OR COMPLIANCE WITH ANY OF BUYER’S TERMS OR REQUIREMENTS. SELLER AND BUYER FURTHER DISCLAIM ALL WARRANTIES BASED ON TRADE USAGE, COURSE OF DEALING, AND ANY OF BUYER’S SALES DOCUMENTS. THE LIMITED WARRANTY MAY NOT BE TRANSFERRED OR ASSIGNED. IF A CERTIFICATE IS MISSING AT THE TIME OF SHIPMENT, THE CERTIFICATE MAY BE SUPPLIED BY SELLER AT ANY TIME THEREAFTER, AND IF SELLER FAILS TO DO SO, THE COMPOSITION OF THE PRODUCT IS DEEMED TO COMPLY WITH THE INFORMATION FOR THAT PRODUCT MOST RECENTLY PUBLISHED BY SELLER (WHETHER ONLINE, ELECTRONICALLY, OR IN PRINT) PRIOR TO SUCH SHIPMENT. THE LIMITED WARRANTY, THE CERTIFICATE, AND PUBLISHED INFORMATION DO NOT WARRANT OR INCLUDE THE RESULTS OF PERFORMANCE TESTING CONDUCTED BY SELLER OR OTHER TECHNICAL ADVICE OR DATA CONCERNING THE PRODUCTS.

Buyer’s Assumption of Liability

Buyer assumes all risk and liability in connection with determining the suitability of the Products for Buyer’s intended use and operating conditions. Buyer agrees to test, evaluate samples, and perform all other quality protocols necessary or advisable from time to time to ensure compliance with Buyer’s specifications, quality standards, and other requirements. Prior to using or permitting the use of any Products, Buyer is solely responsible for determining the suitability of the Products for the Buyer’s intended use under Buyer's operating conditions.

Buyer assumes all risk and liability in connection with the storage, handling, use, misuse, mixing, contamination, removal, and disposal of the Products. Buyer assumes all liability for and agrees to: (a) defend Seller from and against, all claims Buyer has or may claim to have arising from or relating in any manner to the Products from and after delivery thereof, regardless of the cause (except claims for shortages and valid claims under the Limited Warranty), and (b) defend, indemnify, and hold Seller harmless from all third-party claims arising from or relating in any manner to the Products or their use at any time, regardless of the cause.

SELLER DOES NOT REPRESENT OR WARRANT THE ACCURACY OF INFORMATION PROVIDED, RECOMMENDATIONS MADE, OR RESULTS OBTAINED CONCERNING THE PRODUCTS, OR THE SUITABILITY OF PRODUCTS FOR BUYER’S INTENDED USE, APPLICATION, OR OPERATING CONDITIONS. SELLER DOES NOT REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF TECHNICAL ADVICE OR DATA FURNISHED OR PUBLISHED BY SELLER CONCERNING ANY USE OR APPLICATION OF ANY PRODUCT, ITS PERFORMANCE UNDER ANY OPERATING CONDITIONS, OR OF THE RESULTS TO BE OBTAINED.

If a third-party provides a warranty for any products or services delivered under the Contract (other than Seller’s Products and Services), Buyer agrees that (i) Seller is not liable for any obligations or claims arising under such third-party warranty, (ii) its sole and exclusive remedy for any claims arising thereunder shall be against such third-party, and (iii) it releases and indemnifies Seller from and against all such claims.

Limitation of Liability

SELLER'S TOTAL LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE PROVIDED UNDER SUCH CONTRACT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY STATUTE OR OTHER LEGAL THEORY, INCLUDING CLAIMS FOR BREACH OF WARRANTY, IS EXPRESSLY LIMITED, AT SELLER'S OPTION, TO (A) REPLACEMENT OF NONCONFORMING OR DEFECTIVE PRODUCT OR (B) PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE DEFECTIVE OR NONCONFORMING PRODUCT FOR WHICH ANY LOSS OR DAMAGES ARE CLAIMED OR, IN THE EVENT OF A SERVICE, THE PURCHASE PRICE OF THE SPECIFIC SERVICE GIVING RISE TO THE SPECIFIC CLAIM.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR SPECIAL DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS OF PROFITS, BUSINESS, CONTRACTS OR SAVINGS, LOSS OF GOODWILL, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION AND ANY OTHER DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER TO BUYER, ITS CUSTOMERS, OR OTHER PERSONS OR ENTITIES.

Limitation of Action

BUYER’S FAILURE TO COMMENCE ANY CAUSE OF ACTION EITHER RELATED TO ANY PRODUCT, SERVICE, OR OTHERWISE ARISING UNDER THE CONTRACT WITHIN THE FOLLOWING TIMEFRAMES SHALL FOREVER BAR ALL RIGHTS OF BUYER TO COMMENCE ANY CAUSE OF ACTION WITH RESPECT THERETO, NOTWITHSTANDING ANY APPLICABLE STATUTE OF LIMITATIONS: (A) CLAIMS FOR SHORTAGE, WITHIN THE TIMEFRAME SPECIFIED IN SECTION 6.(a); (B) CLAIMS FOR BREACH OF LIMITED WARRANTY AND ALL OTHER CLAIMS, WHETHER ARISING IN CONTRACT, TORT, OR UNDER ANY OTHER STATUTE OR OTHER LEGAL THEORY, THE EARLIER OF SIX (6) MONTHS AFTER DELIVERY OF THE PRODUCTS GIVING RISE TO THE ALLEGED CLAIM (BUT ONLY IF BUYER GAVE SELLER NOTICE OF THE CLAIM WITHIN THE TIMEFRAME SPECIFIED IN SECTION 6.(a))., OR SIX (6) MONTHS AFTER PROVIDING THE SERVICE GIVING RISE TO SUCH CLAIM.

Credit

Credit terms are subject to Seller’s approval and may be changed at any time and from time to time by Seller in its sole discretion. If at any time the financial responsibility or credit risk of Buyer shall be unsatisfactory to Seller in Seller’s discretion, Seller may require cash or satisfactory security, require full or partial payment in advance, adjust payment terms, and delay or cease further delivery of Products and Seller’s other performance under the Contract. Seller’s election to exercise any of its foregoing options: (a) shall not affect the obligation of Buyer to take delivery of and pay for Product delivered under any Contract as provided therein; (b) shall not give rise to any claim by Buyer against Seller for nonperformance, breach, or on any other grounds whatsoever; and (c) shall be without prejudice to all other remedies that Seller has or may claim to have against Buyer.

Assignment; Survival

Buyer shall not assign all or any portion of the Contract without Seller’s prior written consent, which consent may be granted or withheld in Seller’s discretion. The Contract shall bind and inure to the benefit of the successors and permitted assigns of each party. This Contract shall not be construed to create any direct or beneficial right in or on behalf of any third party. The relationship between Buyer and Seller is solely that of independent contractors and no other form of business combination. Any terms, the performance or effectiveness of which naturally survive the termination of the Contract, or that are required to ensure the exercise or performance of the Contract (including any obligation accrued as of the termination date), shall survive the expiration or termination of the Contract, regardless of the reason.

Governing Law; Miscellaneous

The Contract shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Buyer and Seller consent to the exclusive personal jurisdiction and venue in the federal and state courts of Wisconsin for all disputes arising out of or relating to the Contract and waive the defense of forum non conveniens to such venue. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, do not apply to the Contract.

The Contract and any amendment may be signed in any number of counterparts, all of which shall constitute one and the same instrument. Buyer and Seller agree that this Contract and any amendment may be signed electronically, and that electronic signatures shall be deemed to have the same full and binding effect as a handwritten signature.

Any notices, approvals and other communications required or permitted under the Contract will be given to the appropriate party at the address listed on their official company website.

Failure of either party to exercise any right it has under the Contract on one occasion shall not operate or be construed as a waiver of its right to exercise the same right or any other rights on any other occasion. The invalidity of any provision or clause of any Contract shall not affect the validity or enforceability of any other provision or clause thereof.