Full Circle Energy

Sales Terms and Conditions

Last Modification: September 8, 2020

These Full Circle Energy, LLC. Terms and Conditions of Sale (“Terms and Conditions”) will govern all sales of Full Circle Energy Products and Services, including products, equipment, parts and services (“Products and Services”) manufactured or sold by Full Circle Energy to Purchaser.

Any additional or different terms proposed by the Purchaser in any document are objected to and rejected and will not be binding upon Full Circle Energy, unless agreed to in writing and signed by an authorized representative of Full Circle Energy and the Purchaser.

Quotations: Acceptance of quotation is subject to these Terms and Conditions and is expressly limited to 30 days from the date the quotation is issued in writing by Full Circle Energy. Full Circle Energy reserves the right to withdraw any quotation prior to its acceptance. All purchase orders issued by the Purchaser are subject to approval by Full Circle Energy.

Prices: All orders for Products and Services will be invoiced at the prices agreed. Purchaser may, with the written acknowledgment of Full Circle Energy, make changes in the Products or Services. In such event the prices and delivery dates may be adjusted. All prices subject to correction for error.

Cancellation Restriction: No order accepted by Full Circle Energy may be cancelled by Purchaser without the prior written consent of Full Circle Energy, which consent will be conditioned on the Purchaser’s agreement to pay Full Circle Energy’s cancellation charges. For Products, which in Full Circle Energy’s sole discretion is readily resalable, the cancellation charge shall be 25% of the invoice price for the Product. For all other cancellations, the charge shall amount to costs and expenses incurred by Full Circle Energy arising out of or in connection with the Purchaser’s cancellation of the order, net of recoverability, but not more than the invoice price.

Taxes: Any sales, use or other taxes imposed on the sale of Products and Services are not included in the price and will be paid by or invoiced to the Purchaser. Full Circle Energy will accept a valid exemption certificate from the Purchaser, if applicable. However, Purchaser shall protect, indemnify and hold Full Circle Energy harmless from and against all liabilities in respect of all taxes.

Freight Terms: Products are shipped F.O.B. {Free on Board} from the facility designated by Full Circle Energy to the destination point specified by the Purchaser. Risk of loss shall pass to the Purchaser upon Full Circle Energy’s delivery to the carrier, notwithstanding that Full Circle Energy may make payment for all or part of the freight costs.

Deliveries: Full Circle Energy shall not be liable for any direct, indirect or consequential damages or loss caused by delay in delivery or failure to deliver, regardless of the cause of the delay or failure and whether it results from Force Majeure or any other cause. Purchaser agrees to look exclusively to Purchaser’s insurance to recover for injuries or damage in the event of any loss or injury and Purchaser releases and waives all right of recovery against Full Circle Energy arising by way of subrogation.

Claims for Shortages: The Purchaser shall make all claims for shortages in writing (which includes particulars of the shortage) within 10 business days after receipt of the Products. Claims for shortages must be substantiated to the satisfaction of Full Circle Energy. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser.

Terms of Payment: The Purchaser shall fully pay the invoice within 30 calendar days from the date of invoice. If the Purchaser fails to fully pay Full Circle Energy within the time provided, interest shall accrue on the unpaid balance at the rate of 1.5% per month compounded monthly until the invoice and interest is paid in full or the maximum amount allowed by law, if less than 1.5% per month. In addition to interest, Purchaser agrees to pay for all other losses, damages or expenses incurred by Full Circle Energy as a result of Purchaser’s failure to make timely payment, including, but not limited to, attorney’s fees incurred with the collection of payment. It is expressly understood that all claims on the part to the Purchaser shall have no bearing on the obligation of the Purchaser to make timely payments under these Terms and Conditions.

Credit Approval: The acceptance of orders is subject to the satisfactory credit approval of the Purchaser at the sole discretion of Full Circle Energy. Full Circle Energy may require full or partial payment in advance and it may determine at any time that it will not continue production or shipment on the terms specified.

Disclosure and Non-Use of Full Circle Energy’s Information: Purchaser agrees that it will not disclose or make available to any third party any of Full Circle Energy’s data or other information without obtaining written consent from a Full Circle Energy authorized representative.

Returned Goods: The Purchaser shall not have the right to return any Products, unless Full Circle Energy, in its sole discretion, issues to the Purchaser a numbered Return Materials Authorization (RMA). All products must be promptly returned and received in unused and in good and saleable condition. Full Circle Energy may, as a condition to agreeing that the Purchaser may return any Products, require the Purchaser to accept a credit which may be applied to subsequent orders. Full Circle Energy may charge a restocking charge up to 25% of the purchase price and any other related charges including, but not limited to freight and taxes. Despite its prior consent to the return, Full Circle Energy has the right to either reject the returned Products or to charge fees if, in the opinion of Full Circle Energy, the Products returned are damaged from any cause whatsoever. Special order items; non-stock or obsolete Products, as determined by Full Circle Energy, may not be returned. No product outside the warranty period may be returned.

Warranty: Full Circle Energy warrants Products for eighteen (18) months from date of sales or twelve (12) months from the date of installation, whichever comes first, to be free from defects in workmanship and materials, not caused by or resulting from improper usage or application, subject to certain exclusions as defined below and provided all equipment is properly maintained and stored.

  • Tested, or subjected to, any pressure greater than the stated working pressure.
  • Repaired, altered, or modified by any contractor, laborer, person or entity that has not been authorized in writing by an authorized representative of Full Circle Energy.
  • In Full Circle Energy’s sole discretion, that has been subject to negligence, accident, improper storage, or improper handling.
  • Not properly operated or maintained in accordance with normal practices and industry standards.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE FOREGOING WARRANTY.

Force Majeure: In the event that Full Circle Energy is unable, due to Force Majeure, to observe or perform any of the obligations imposed upon it under these Terms and Conditions, Full Circle Energy shall be deemed not to be in breach of these Terms and Conditions, and the performance or observance of its obligations will be suspended to the extent to which those obligations are affected by the Force Majeure event. A claim of Force Majeure by Full Circle Energy shall not suspend or reduce the obligation of the Purchaser to make payment to Full Circle Energy as and when required for all Products and Services delivered or provided to the Purchaser.

Governing Law: These Terms and Conditions shall be governed by and be construed in accordance with the laws of the State of Texas. Purchaser agrees that the jurisdiction is in any federal or state court in Harris County, Texas. This provision shall not be construed to affect the rights of Full Circle Energy to enforce a judgment or an award outside of Texas.

Waiver: The failure of either Full Circle Energy or the Purchaser to insist on performance of or failure to exercise any right or the waiver of any breach of any of these Terms and Conditions shall not waive any other terms, conditions, privileges or rights, whether of the same or similar type and will not preclude subsequent enforcement of any of these Terms and Conditions.

Effect of Assignment: No assignment by the Purchaser of any of its rights in and to any of the Products and Services shall relieve the Purchaser from its obligations to fully pay for the Products and Services purchased by it in accordance with the terms hereof.