Sales Terms and Conditions

Our "Sales Terms and Conditions" are as follows:

Prices

Prices are EXW shipping point and do not include the cost of shipping or service unless specifically quoted. Applicable taxes are not included in the quoted price. Standard commercial packaging is included. Prices quoted do not include overtime, unless otherwise stated in writing. All Federal, State and Municipal Excise, Sales, Income, Use or Value Added Taxes now in effect, or hereafter enacted, shall be the responsibility of the buyer. Prices are subject to change without notice. For purposes of these terms and conditions. The term EXW is defined under the terms 2000 published by the International Chamber of Commerce, Paris.

Transportation

Unless otherwise stated, shipping point is 7200 Sprague, Odessa, Texas 79764 and shall be EXW that location. Delivery of goods to the carrier shall constitute delivery of goods to the buyer, with the purchaser assuming risk in transit. Claims for losses and damages in transit with the carrier are to be made and prosecuted by the customer. Goods will be shipped prepaid and transportation charges will be charged to the customer's material invoice.

Credit and Payment

Unless otherwise noted on the quote in writing, the original invoice terms or payment are NET THIRTY (30) DAYS, FIRM. Prices do not include the cost of financing and financing is not available. We may decline to deliver goods or stop goods in transit if a reason to question financial responsibility develops. Purchaser agrees to pay all costs of collection, including but not limited to, securing, or attempts to collect or secure the debt created by this purchase, including reasonable attorneys fees, whether or not involving litigation.

ALL INVOICES ARE DUE AND PAYABLE IN ODESSA, ECTOR COUNTY, TEXAS.

Delivery

Delivery promises are made to the best of our ability with the information we have on hand. These delivery dates depend on promises made to us by our suppliers as well as their suppliers and are therefore estimates. WSI assumes no responsibility for delays due to transportation, fire, strikes, floods, accidents, illness, states of war, riots, embargoes, governmental regulation, trade restrictions, earthquakes, storms or other factors beyond our control. WSI will not be liable for any damages whatsoever, whether direct, indirect, special or consequential resulting from a missed delivery date.

Shipping Error

Claims on account of shortages or erroneous shipments must be made within ten (10) days after receipt of shipment. Payment of goods does not prejudice claims.

Returned Goods

Goods may be returned only upon authorization from WSI and must be packaged properly to avoid damage in transit. When there are returns due to an error on the part of WSI there will be no expense to the customer in rectifying the error. Customer agrees that, at the option of WSI, repair or replacement of the defective goods or the repayment of the purchase price shall constitute the exclusive remedy of the customer and the exclusive liability of WSI. In the event of an error on the part of the customer, WSI will take every action to minimize the cost to the customer but reserves the right to recover all transportation costs, restocking and repair charges incurred. Parts manufactured to customer specifications are not returnable.

OSHA and Safety Requirements

The installation and operation of seals and parts from WSI are to be performed in a safe manner, in conformance with applicable codes and the original intended use of the manufacturer.

Patent Claims

All products manufactured by WSI are not to be associated with the original equipment manufacturer of the parts they are designed to replace. WSI shall not be held liable for any patent infringements due to any impropriety on the part of the customer and actions concerning patent questions are the responsibility of the customer.

Partial Shipment

Unless otherwise stated, WSI reserves the right to partial ship orders and bill accordingly.

Cancellations

Products manufactured to customer specifications have no value or use to others; therefore, WSI can not accept cancellations of orders without the customer accepting charges for time, material, labor and expenses already incurred by WSI at the time of desired cancellation.

Minimum Billing

We do not have a minimum billing. However, there are instances where there is a minimum quantity. We will advise the customer when those rare instances occur.

Product Performance

WSI is entirely dependent upon the customer to provide the necessary data required for a specific application and is not in a position to guarantee an end result of a product when it is not used as intended.

Product Limited Warranty

Individual components sold by WSI or components used as parts in any assemblies manufactured by WSI shall carry no warranty other than that of the original manufacturer of the component. Products actually manufactured by WSI will be warranted to be free from defects in material and workmanship for a period of three months from the date of delivery, unless otherwise agreed to in writing. Alteration, accident, neglect, improper application, improper installation, improper maintenance or other misuse shall void any warranty of WSI or its suppliers. Obligation of WSI under this warranty is limited to the replacement or repair of parts determined by WSI to be defective. WSI reserves the right to request the return of goods to the point of manufacturer to determine the cause of failure. Refusal to comply with such a request will void any and all warranties. WSI shall not be liable to any person or company for incidental or consequential damages, injuries, commercial or revenue loss resulting from any breach of warranty and under no circumstances shall the liability of WSI exceed the contract price for the goods in question. This warranty is expressly in lieu of any other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular use. It shall be the responsibility of the customer to obtain written warranties from the manufacturers of component parts, although WSI shall endeavor to provide copies of such warranties upon request and assist in making warranty claims with the component manufacturers. No employee of WSI is authorized to warrant the suitability of a seal, system or component part beyond its original intended use. WSI shall not be liable for any consequential or incidental damages as defined in section 2.715 of the Uniform Commercial Code enacted by the State of Texas.

Indemnity

If WSI manufacturers or modifies goods in accordance with drawings, specifications or instructions furnished by the customer, then customer shall indemnify and hold WSI harmless from and against all claims and causes of action for damages and expense of every kind and character including cost of suit and reasonable attorney's fees asserted against WSI, its agents, servants, and employees, by any person, firm, corporation or other legal entity on account of injury to or death of any person or persons whomsoever, or for damage, damage due or destruction of any personal or real property, including subsurface or property rights, or on account of infringement or alleged infringement of any patents, designs, copyrights, trade names or trademarks arising out of, directly or indirectly or in any manner connected with or the use of Goods, including all claims and causes of action resulting, either in whole or in part, from WSI alleged breach or breach of implied or express warranty or alleged breach or breach of the doctrine of strict liability in tort of WSI or any other person, firm, corporation or legal entity for which WSI would otherwise be held liable.

Acceptance of Terms and Conditions

These terms and conditions constitute the complete agreement between WSI and the customer. WSI represents that with respect to the production of Goods covered by WSI's invoice, it has fully complied with Section 12A of the Fair Labor Standards Act of 1938 as amended. Printed statements on the customer's purchase order are to be contrary not withstanding. Any conditions other than these must be agreed to in writing by Officers of WSI to be valid and acceptable. The issuance of an order to WSI by a customer shall constitute acceptance of these terms, conditions and warranties as stated herein. Any contract arising hereunder shall be construed in accordance with the laws of the State of Texas in the appropriate county court. Should any sentence, clause or part of these Terms and Conditions be held invalid, such holding shall in no way affect the validity of the remainder, which shall remain in full effect. Failure to enforce any or all of the Terms and Conditions in a particular instance or instances shall not constitute a waiver or preclude subsequent enforcement thereof.