Purchase Order Terms & Conditions
O’Rourke Terms and Conditions
Purchase Order Terms & Conditions

O'ROURKE PETROLEUM

BY USING THE SITE, YOU AGREE TO THESE TERMS & CONDITIONS; IF YOU DO NOT AGREE, DO NOT USE THE SITE

1. DEFINITIONS. “Seller” shall mean the person, partnership, limited liability company, corporation or other entity to whom any purchase order (each a “Purchase Order”) is addressed, irrespective of whether the Purchase Order is for the purchase of goods or services.  “Buyer” shall collectively mean O’Rourke Dist. Co., LLC. d/b/a O’Rourke Petroleum, a Texas limited liability corporation, Offsite Equipment Services, LLC, a Texas limited liability corporation, and Select Environmental, LLC., a Texas limited liability company, or O’Rourke Marine Services, LLC (if applicable), located at 223 McCarty St., Houston, Texas 77029.  “Product” shall refer to the goods or services provided to Buyer or on behalf of Buyer to Buyer’s customers or clients by Seller under a Purchase Order. Seller shall be deemed in acceptance of these terms upon acceptance of a Purchase Order, signature on this document or by performance.

2. CHANGES AND TERMINATION FOR CONVENIENCE. OF BUYER. Buyer may at any time by written notice terminate a purchase order or make changes in drawings and specifications, shipping instructions, quantities and delivery schedules. Written notice for termination shall be deemed acceptable by mail, e-mail or fax. Should such termination occur or should any such change increase or decrease the cost of, or the time required for performance of a purchase order, an equitable adjustment in the price and/or delivery schedule will be made. Any claims for adjustment by Seller must be made within fifteen (15) days from the date the change is ordered, or within such additional period of time as may be approved by Buyer. There are no terms, understandings or agreements between Buyer and Seller other than those stated herein and all prior proposals and negotiations are merged herein.  NO TERMS AND CONDITIONS IN ANY WAY ALTERING OR MODIFYING ANY PROVISION HEREOF, INCLUDING, BUT NOT LIMITED TO, IN ANY PURCHASE ORDER OF SELLER, WILL BE BINDING UPON BUYER UNLESS EMBODIED IN A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED OFFICER OF BUYER. 

3. ACCEPTANCE AND RISK OF LOSS. Delivery shall not be deemed to be complete until the Products have been actually received and accepted by Buyer; the risk of loss or damage in transit shall be upon the Seller; acceptance or payment for all or any part of the goods or services shall not be deemed to be a waiver of Buyer's rights in the event the goods or services, or replacements thereof, fail to conform to Buyer's specifications or in the event of any breach of warranty, nor of Buyer's rights to damages, of whatever nature, suffered as a result thereof.  If inspection discloses part of the goods received are not in accordance with Buyer's specifications or as warranted, Buyer shall have the right to cancel any unshipped portion of the order.  Rejected items will be held or returned at Seller's risk and expense, including transportation costs both ways. 

4. WARRANTY. In addition to any express warranties made by Seller or typed on the face of the Purchase Order and the prevailing IMPLIED WARRANTIES set forth in the Texas Uniform Commercial Code (which shall be applicable hereto to the extent that they are not inconsistent with the terms and conditions herein), the Seller hereby WARRANTS: (a) all Products including those sold under patent or other trade name are fit for the particular purpose for which the goods are required and the conditions under which the goods will be used by Buyer (and, unless otherwise stated herein, Seller acknowledges that Seller is aware of such purposes and conditions and that Buyer is relying and entitled to rely on Seller's skill and judgment in this matter); and (b) the Products provided pursuant to any purchase order are of merchantable quality and free of any defects in material and workmanship. Without limitation to the foregoing, Seller expressly provides the foregoing warranties for a period of at least one (1) year from the date of final acceptance by the ultimate user of the items supplied hereunder, and Seller expressly extends these warranties to Buyer, its customers, and the ultimate user of these products. The foregoing warranties shall survive any inspection, delivery, acceptance or payment and any replacement goods, items or materials furnished by Seller shall also bear the same warranties. Seller hereby expressly warrants that it has marketable title to any Product sold and delivered hereunder, free and clear of any liens or encumbrances, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer.

5. PRICING. If the price is not cited in the applicable purchase order, it is agreed that any Product sold shall be billed at the price last quoted.  Buyer may offset from any payments due Seller any amounts that Seller may now or hereafter owe to Buyer. Buyer shall not be obligated to make any payment to Seller if (a) Seller is in default on any of its obligations to Buyer, or (b) any part of such payment is attributable to goods that are defective, provided however, such payment shall be made on the net amount due above that attributable to said default or defect.

6. PAYMENT. Within (1) week of delivery of products or completion of services, Seller shall submit an invoice to Buyer. Buyer will pay Seller amounts due and owing on payment terms of Net 30, unless other payment terms are agreed upon in a separate agreement or between Buyer and Seller or the purchase order states different terms. Buyer shall not be responsible for paying any amounts relating to invoices that are submitted to Buyer by Seller more than forty-five (45) days from the date of delivery of products or completion of services.

 

7. INDEMNIFICATION. Seller shall be wholly responsible for any unforeseeable expense or damage incurred while performing a service on behalf of Buyer on Buyer’s site or Buyer’s customer or client’s site. IN THE EVENT SELLER, ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS ENTER PREMISES OCCUPIED BY OR UNDER THE CONTROL OF BUYER OR BUYER’S CUSTOMERS OR CLIENTS IN THE PERFORMANCE OF A PURCHASE ORDER, SELLER AGREES THAT IT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER, ITS AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES AGAINST ANY LOSSES, COSTS, DAMAGES, EXPENSES, OR LIABILITIES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) FOR INJURY, SICKNESS OR DEATH TO ANY PERSON, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, OR FINES OR FEES ASSESSED OR THREATENED AGAINST BUYER OF WHATSOEVER KIND OR CHARACTER ARISING OUT OF, AS A RESULT OF, OR IN CONNECTION WITH THE PERFORMANCE OF ANY PURCHASE ORDER, INCLUDING ANY VIOLATIONS OF A FEDERAL, STATE OR LOCAL LAW, BY SELLER, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS OR SUBCONTRACTORS, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS DUE TO THE NEGLIGENCE OF BUYER.

8. DELIVERY. Time is of the essence in the performance of all Purchase Orders. Prior to payment of any amounts due hereunder, Buyer, at its option, may require Seller to furnish satisfactory evidence of the payment of all accounts for labor and materials pertaining to Seller's performance hereunder, including, but not limited to, full and complete release of liens from all persons furnishing labor and materials toward the performance hereof. hereunder, Buyer, at its option, may require Seller to furnish satisfactory evidence of the payment of all accounts for labor and materials pertaining to Seller's performance hereunder, including, but not limited to, full and complete release of liens from all persons furnishing labor and materials toward the performance hereof. 

12. INSURANCE: PRODUCTS. Prior to providing any product, the Seller shall, at its sole expense, maintain the following insurance and furnish to Buyer certificates of insurance evidencing same and reflecting the effective date of such coverage as follows:

A.  Coverage is to be provided on an “occurrence” basis with carriers authorized to do business in the state of the work and with an A.M. Best rating of B+VIII or better.

 

Worker’s Compensation

Statutory

Employer’s Liability

$1,000,000 Per Occurrence

General Liability

$1,000,000 Per Occurrence

$2,000,000 Aggregate

 

 

13. ASSIGNMENT AND SUBCONTRACTING. Seller shall not assign or subcontract any purchase order, in whole or in part, or any moneys due or to become due under a purchase order, without the written consent of Buyer by an authorized representative. Written consent for subcontracting will be deemed acceptable if obtained by email. S

 

14. NON-SOLICITATION: Seller acknowledges that Buyer’s personnel are valuable to Buyer. Seller agrees to not solicit, employ, or engage any employee of the other party at any time throughout the term of this Purchase Order Terms and Conditions and for a period of six (6) months thereafter without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion. The provisions of this section shall survive the expiration or early termination of this Purchase Order Terms and Conditions for a period of six (6) months from such expiration/termination.

15. LIENS. Seller agrees to promptly pay or discharge all liens, or attachments which may be filed or levied in connection a Purchase Order, and all taxes levied upon Seller, its equipment, employees, property and operations, and to indemnify, defend and hold Buyer harmless therefrom.

 

By:_____________________________________________

Name & Title:_____________________ Date:___________

 

O’Rourke Representative:

_______________________________________

 

Name & Title:____________________________ Date:_________