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Terms Of Use

These Terms and Conditions of Sale (“Terms and Conditions”) shall govern the sale of any and all goods, materials, equipment, or products (collectively the “Product”) from Thru Tubing Solutions, Inc. (“Seller”) and each customer (“Buyer”), including, without limitation, the purchase of Product through Seller’s website located at www.thrutubingtechnology.com and/or www.shop.thrutubing.com. Seller and Buyer may be referred to herein individually as a “Party” and collectively as “Parties.”

  • Application: These Terms and Conditions are expressly incorporated into and form a part of each and every online purchase, credit card transaction, purchase order, delivery ticket, invoice, quotation, pricing proposal, or similar document between the Parties (“Purchase Order”). By placing a Purchase Order through Seller’s website, Buyer agrees to be bound by these Terms and Conditions. These Terms and Conditions shall constitute the entire agreement between the Parties with respect to Products sold by Seller to Buyer, and any Purchase Order shall be valid only to specify the Products to be provided, the shipping and delivery terms, and/or the price Buyer shall pay Seller for the Product. All other “terms and conditions” contained in such documents shall be void and unenforceable. These Terms and Conditions shall not be modified, unless agreed to in writing by an authorized representative of Seller.
  • Acceptance: Acceptance of any request for Product from Buyer is subject to approval by Seller, and, when applicable, Seller’s suppliers. Seller reserves the right to accept or reject any request for Product (or a portion thereof) without liability to Buyer, including, without limitation, if Buyer’s credit becomes unsatisfactory to Seller and/or to immediately change the terms of any credit extended to Buyer.
  • Pricing: All prices specified in a Purchase Order are subject to change without prior notice and subject to correction for errors or omissions. Prices quoted by Seller to Buyer shall be exclusive of any applicable shipping and handling charges, which shall be for the account of Buyer.
  • Taxes and Tariffs: Except as may expressly appear in a Purchase Order, the prices quoted do not include any manufacturer's tax, retailer's tax, occupation tax, use tax, sales tax, excise tax, duty, customs, tariffs, inspecting or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between Seller and Buyer (“Taxes and Tariffs”), including, without limitation, any import or export duties, taxes or tariffs imposed on Buyer, Seller, or the manufacturer or supplier of any Products sold or included. All Taxes and Tariffs shall be paid by the Buyer in addition to the prices quoted or invoiced, and such charges will appear as a separate line item on the invoice. In the event Seller will be required to pay any such Taxes and Tariffs, Buyer shall reimburse Seller or, in lieu of such payment, Buyer shall supply Seller at the time the Purchase Order is submitted with an exemption certificate or other document acceptable to the tax authority. Purchase Orders must state the existence and amount of any such Taxes and Tariffs for which Buyer claims an exemption. For the avoidance of doubt, any increase in Seller’s costs associated with the imposition of tariffs, whether existing prior to or after the date of quotation, may be passed through to Buyer.
  • Payment: Buyer shall pay the full purchase price for all Products, together with any applicable taxes, shipping charges, handling fees, and other charges, at the time the Purchase Order is placed. Seller will not be obligated to process, ship, or deliver any Purchase Order until payment has been received and successfully authorized. Seller reserves the right to refuse, cancel, or hold any Purchase Order if payment authorization is declined, reversed, suspected of fraud, or otherwise unavailable. If payment is not received when due, Buyer shall be charged interest at the lesser of 1.5% per month (18% per annum) or the maximum amount permitted under applicable law. Buyer shall be responsible to Seller for all necessary collection and legal expenses incurred by Seller in connection with the collection of past due amounts, including without limitation the preparation and filing of any mechanic’s or materialmen’s liens. Payment will be accepted by credit card for payments made prior to or at the time of delivery. Credit cards will not be accepted for payment of invoices after delivery or for open charge accounts. For all other payments, payment shall be made via ACH, wire transfer, or check. Checks returned due to insufficient funds will be charged back to the Buyer. Seller may set off any amount that Buyer, or any affiliate of Buyer, owes to Seller against any amount that Seller, or any Seller affiliate, owes to Buyer.
  • Credit on Account: Seller may extend credit when requested by Buyer, if Seller is satisfied after inquiry into the Buyer’s references and credit history that the Buyer has the ability to pay within terms established by Seller. Credit limits will be determined at Seller’s discretion. Orders can be placed and shipped on account until the balance of outstanding Purchase Orders and invoices reaches Buyer’s credit limit, then the difference will be owed and must be prepaid prior to shipment of any new Purchase Order. Seller reserves the right, in its sole discretion, to decrease, limit, or revoke the Buyer’s credit at any time. Initial orders shall be shipped C.O.D. in order to avoid delay while Seller inquires into Buyer’s references and credit history.
  • Shipping Terms: All Products shall be sold F.O.B. Seller’s Warehouse, unless otherwise specified in the Purchase Order. Shipment will be made by freight, truck, express, or parcel post, at Buyer’s option. Where Buyer fails to provide shipping instructions, Seller may, in its sole discretion, select a mode of shipment. Buyer shall be responsible for all shipping and handling charges. Buyer shall bear all risk of loss or damage to Product during transit. Claims for breakage, damage, or loss in transit must be made with the transportation company.
  • Inspection; Shortages: Buyer shall inspect the Product immediately upon receipt. Claims for shortages of Products must be made within five (5) days after the date of delivery. Failure to provide Seller with notice of any shortages within such time shall be deemed acceptance of the Products, and a waiver of any right to reject or revoke acceptance of such Products.
  • Installments: Seller reserves the right to make shipments in installments, unless otherwise expressly stated in the Purchase Order. All installments may be invoiced separately upon delivery and shall be paid when due per invoice, without regard to subsequent shipments. Delay in shipment of any installment shall not relieve Buyer of its obligations to accept remaining shipments.
  • Returns: All sales are final. Buyer may not return any Products to Seller, and Seller shall have no obligation to accept any return of Products, except to the extent otherwise required by applicable law or as expressly agreed by Seller in writing. Any unauthorized return may be refused or returned to Buyer at Buyer's sole cost and expense. Acceptance of delivery of the Products constitutes Buyer's acknowledgment that the Products are non-returnable and non-refundable.
  • Cancellations: Buyer shall not be permitted to cancel any Purchase Order if it has been accepted by Seller, without Seller’s prior written approval. If Seller approves a cancellation of a Purchase Order, Seller reserves the right, in its sole discretion, to impose a cancellation charge.
  • Quotations: All quotations are subject to these Terms and Conditions. Quotations shall be valid for no more than thirty (30) days from the date the quotation, unless otherwise noted in the quotation. This time limit applies even if Buyer uses the quotation to submit a job or project bid to any other party.
  • Disclaimer and Limitation of Warranties: Buyer acknowledges that it has had the opportunity to inspect and evaluate the Products and is solely responsible for determining the suitability, compatibility, and fitness of the Products for Buyer’s specific application. ANY DESCRIPTION OF THE PRODUCT CONTAINED IN ANY PURCHASE ORDER, QUOTATION, OR OTHER DOCUMENT IS FOR THE SOLE PURPOSE OF IDENTIFYING THE PRODUCT AND DOES NOT CONSTITUTE A WARRANTY THAT THE PRODUCT SHALL CONFORM TO THAT DESCRIPTION. THE PRODUCT SOLD BY SELLER TO BUYER UNDER THESE TERMS AND CONDITIONS ARE PURCHASED “AS IS.” SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. Buyer may request Seller to provide recommendations based on information supplied by the Buyer. In such instances, Seller is unable to guarantee the effectiveness or accuracy of any such recommendations. Recommendations are provided to Buyer  solely as opinions, and Seller makes no warranty, express or implied, as to the accuracy or appropriateness thereof. Seller does not guarantee that the Product it sells conforms to any plans and specifications or intended use. Where there are plans and specifications for a particular project, Buyer is solely responsible for verifying that the Products will be accepted on any specific job.
  • Compliance: Buyer shall be solely responsible for compliance with OSHA and all applicable federal, state, or local laws during the operation or use of the Product(s).
  • Indemnification: Buyer shall release, protect, indemnify, defend, and hold harmless Seller, its parent, affiliate, and subsidiary companies, and its officers, directors, employees, agents, affiliates, successors, insurers, and permitted assigns (collectively, “Indemnified Party”) against any and all liabilities, including, without limitation, losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, expenses, costs, and fees related to enforcing any right to indemnification, and the costs of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party relating to, arising out of, or resulting from: (i) the Products and/or use thereof; (ii) the negligence or other legal fault of Buyer; or (iii) Buyer’s breach of these Terms and Conditions (including, without limitation, Buyer’s breach of Section 19 or 20); except to the extent such liabilities, claims, or expenses arise from Seller’s sole gross negligence or willful misconduct.
  • Limitation of Liability: SELLER’S AND ITS SUPPLIERS’ TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS OR ANYTHING DONE IN CONNECTION THEREWITH, SUCH AS THE USE OF ANY PRODUCT FURNISHED HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE PRODUCT GIVING RISE TO THE CLAIM. SELLER AND ITS SUPPLIERS SHALL NOT BE LIABLE TO BUYER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUES, LOSS OF USE, DAMAGE TO ASSOCIATED GOODS, DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES.
  • Estimated Delivery Dates: Seller will use commercially reasonable efforts to deliver the Product by the requested delivery date set forth in the Purchase Order, however, any Product delivery dates are estimates only, not a guaranteed delivery date for the Products, and Buyer shall not be entitled to refuse delivery and/or cancel a Purchase Order if the Product is not delivered by the estimated delivery date included in the Purchase Order. Seller shall not be responsible or liable for any delays in the delivery of the Products due to any cause or condition beyond the control of Seller, including, without limitation, delays caused by strikes, secondary boycotts, riots, wars, accidents, fires, floods, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortage of labor, fuel, materials, supplies, power transportation facilities or tooling capacity or other similar causes beyond Seller’s control. Under no circumstances shall Seller have any liability for penalties or other consequential damages of any kind resulting in whole or part from Seller’s delay in delivering or failure to deliver any Products to Buyer by the requested delivery date.
  • Compliance with Law; Export Controls: Buyer shall be responsible for compliance with all applicable laws applicable to the purchase, importation, exportation, possession, use and resale of the Products. Buyer shall comply with all applicable export control, sanctions, and trade compliance laws. Buyer shall not export, transfer, or use the Product in violation of any applicable federal, state, local, and international laws or regulations.
  • End User Declaration: By placing the Purchase Order, Buyer represents and warrants that neither Buyer nor any ultimate end user is: (a) located in or organized under the laws of any sanctioned or embargoed country or territory; (b) appears on any applicable government restricted party, denied party, blocked person, or sanctions list; or (c) will use, transfer, export, re-export, resell, or otherwise make the Product available in violation of any applicable export control, trade sanction, or customs law. Buyer shall be solely responsible for obtaining any necessary licenses, permits, or governmental approvals.
  • Choice of Law; Venue: The construction, interpretation and enforcement of these Terms and Conditions shall at all times and in all respects be governed by the laws of the State of Oklahoma, excluding any conflicts of law principles that would direct the application of the laws of any other state. Any action arising under or relating to these Terms and Conditions must be commenced and maintained in the federal or state courts located in Oklahoma County, Oklahoma.
  • Assignment: A Purchase Order shall not be assigned by Buyer without the express written consent of Seller.
  • Termination: These Terms and Conditions may be terminated by either Party upon thirty (30) days’ written notice to the other Party; provided, however, that termination of these Terms and Conditions shall not terminate any existing Purchase Order prior to the completion thereof and these Terms and Conditions shall remain in full force and effect with respect to the completion of any existing Purchase Order at the time of termination.
  • Survival: Termination of these Terms and Conditions shall not relieve either Party of their obligations arising prior to the termination of these Terms and Conditions which by nature survive termination of this Agreement.
  • Severability: In the event that any provision or portion of these Terms and Conditions is determined to be unenforceable or void, then the Parties hereto agree that the remainder of these Terms and Conditions shall be construed, interpreted, and enforceable to the maximum extent permitted by law.
  • Entire Agreement: These Terms and Conditions and the Purchase Order contain the entire agreement of the Parties with respect to the subject matter hereof and may not be amended except by a writing signed by an authorized representative of each Party. These Terms and Conditions shall supersede any contrary terms in other agreements between the Parties.

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