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Terms Of Sale

DUNCOR Terms Of Sale

  1. APPLICABILITY Unless and to the extent that a separately negotiated contract executed between the parties is cited on the procuring party’s purchase order, the following terms and conditions of sale apply to any purchase order covering any products, systems, or parts offered for sale ("Product(s)") by DUNCOR and its affiliates and subsidiaries ("Supplier") to the procuring party ("Buyer").
  2. PURCHASE ORDERS 2.1 Buyer is not obligated to buy any Products from Supplier, and Supplier is not obligated to sell any Products to Buyer. If Buyer orders Products from Supplier, and Supplier accepts the order from the Buyer, these terms and conditions of sale will apply to all such purchase and sales transactions.

2.2 Despite any references to Buyer terms of purchase, any purchase order covering the sale of Products will be governed solely by these terms and conditions of sale and any other mutually agreed-upon written provisions which take precedence over any Buyer terms. Verbal understandings are expressly excluded.

  1. PRICES 3.1 Prices are quoted in United States currency and are valid for Products delivered within ninety (90) calendar days of quotation. Prices do not include non-standard costs unless specifically stated in Supplier’s quotation.
  2. PAYMENT 4.1 Buyer will pay Supplier’s invoices within thirty (30) calendar days of their date. Payments must be made in United States currency and must be accompanied by remittance details.
  3. DELIVERY 5.1 Supplier will prepare and package Products in accordance with its normal commercial practices. Delivery of Products will be EXW (Incoterms 2020) Supplier’s facilities worldwide.
  4. ACCEPTANCE 6.1 Buyer will inspect Products within ten (10) calendar days after receipt. Products will be deemed accepted unless Supplier receives written notice of rejection explaining the basis for rejection within such period.
  5. TERMINATION/PURCHASE ORDER CANCELLATION/CHANGES 7.1 Either party may cancel a purchase order if the other party defaults and fails to correct such default within ninety (90) calendar days after written notice.

7.2 Changes to a purchase order, including specification, price, or delivery time, can only be made by a mutually signed change order.

  1. NON-DISCLOSURE 8.1 Buyer may use Supplier’s proprietary and confidential information only in relation to the use of Supplier’s Products. Buyer agrees not to disclose Proprietary Information to any third party without Supplier’s prior written consent.
  2. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY 9.1 Supplier warrants that it has title to or the right to provide the Products sold to Buyer. To the extent it has the right, Supplier will transfer to Buyer any warranties provided by manufacturers.
  3. INDEMNITY 10.1 Buyer will defend, indemnify, and hold harmless Supplier and its affiliates from any claims, losses, or damages arising out of Buyer’s use of Products.
  4. EXCUSABLE DELAYS 11.1 Supplier will not be liable to Buyer for any failure to meet its obligations due to any cause beyond Supplier’s reasonable control, including but not limited to natural disasters, labor strikes, or government actions.
  5. COMPLIANCE WITH LAWS 12.1 Buyer will comply with all applicable laws and regulations, including export control laws and import restrictions.
  6. NOTICES 13.1 Notices between the parties must be in writing and sent by prepaid overnight courier service. Notices will be addressed to the respective addresses of the parties or as designated from time to time.
  7. U.S. GOVERNMENT CONTRACT FLOWDOWNS (FAR, DFARS) 14.1 No provision of Title 48 of the Code of Federal Regulations ("FAR") will become a part of these terms and conditions unless specifically agreed to in writing by Supplier.
  8. GOVERNING LAW, VENUE, AND JURISDICTION 15.1 These terms and conditions will be governed by the laws of the State of Delaware, without regard to conflicts of law principles.
  9. SEVERABILITY 16.1 If any provision of these terms and conditions is found to be invalid or unenforceable, such provision will be severed, and the remaining provisions will continue in full force and effect.
  10. GENERAL PROVISIONS 17.1 These terms and conditions set forth the entire agreement between Buyer and Supplier. No modification will be binding unless agreed to in writing.
  11. NON-CANCELABLE, NON-RETURNABLE (NCNR) TERMS 18.1 Certain Products sold by DUNCOR may be designated as Non-Cancelable, Non-Returnable (NCNR). Any such designation will be communicated to Buyer at the time of order placement and will be reflected in the order confirmation.

18.2 Buyer acknowledges that NCNR Products are specially ordered or manufactured and, as such, cannot be canceled or returned under any circumstances. Buyer agrees to accept delivery and make full payment for all NCNR Products as specified in the purchase order.

18.3 In the event that Buyer fails to take delivery or make payment for NCNR Products, DUNCOR reserves the right to pursue all legal remedies available, including but not limited to, full recovery of costs associated with the order.

18.4 Any exceptions to the NCNR policy must be agreed upon in writing by an authorized representative of DUNCOR prior to order confirmation.

Effective Date: [02/27/2018]