01. Terminology & Order of Precedence
- “Customer,” “you,” “your” refer to the individual or entity purchasing Products.
“Company,” “HSO,” “we,” “us,” “our” refer to HSO Petroleum Service / Huron Smith Oil Co., Inc.
“Parties” refers to Customer and HSO collectively.
“Products” means any goods listed for sale on our platform, including but not limited to spare parts, tanks, PPE, lubricants, and related materials.
“Order” means a purchase order or online checkout submission by Customer.
“Order Confirmation” means HSO’s acceptance of an Order, which creates a binding contract.
Order of precedence (in the event of conflict, from highest to lowest):
A mutually signed written agreement between the Parties (if any).
The applicable Order Form, quotation, or Order Confirmation.
These Terms.
Any additional terms contained in Customer’s purchase order (accepted only if expressly agreed in writing by HSO).
02. Quotations, Orders & Acceptance
2.1 Quotations
Written quotations provided by HSO are valid for 30 days from the date issued, unless otherwise stated. Quotations are subject to change based on product availability and market conditions.
2.2 Order Placement
Orders may be placed through our website, by email, or via phone. Each Order constitutes an offer by Customer to purchase Products under these Terms.
2.3 Order Acceptance
HSO may accept or reject an Order in its sole discretion. Acceptance occurs when we issue a written Order Confirmation or begin processing the Order (e.g., by allocating inventory). A contract is formed only upon such acceptance.
2.4 Order Changes or Cancellation
Once an Order is accepted, it may only be changed or cancelled with HSO’s written consent and may be subject to restocking fees or cancellation charges as set forth in Section 12.
03. Pricing, Currency & Taxes
3.1 Pricing
All prices are listed in U.S. Dollars (USD) and are exclusive of shipping, handling, insurance, duties, and taxes unless explicitly stated otherwise. HSO reserves the right to correct pricing errors at any time before shipment.
3.2 Taxes
Customer is responsible for all applicable federal, state, and local taxes, including but not limited to sales, use, excise, value-added (VAT), goods and services (GST), customs duties, and any other governmental charges arising from the purchase or import of Products. If Customer is exempt from certain taxes, a valid exemption certificate must be provided prior to invoicing.
3.3 Withholding Taxes
If Customer is required by law to withhold any taxes from payments due to HSO, Customer will gross up the payment so that HSO receives the full amount invoiced, less any applicable withholding taxes for which HSO receives a tax credit.
04. Invoicing & Delivery of Invoices
4.1 Electronic Invoicing
HSO will issue invoices electronically to the email address provided by Customer. Electronic invoices have the same legal effect as paper invoices under the Mississippi Uniform Electronic Transactions Act and applicable federal law.
4.2 Invoice Timing
Unless otherwise agreed, invoices are generated upon Order Confirmation or upon shipment of Products. For split shipments, a separate invoice may be issued for each shipment.
4.3 Billing Information
Customer must provide accurate billing information, including legal entity name, billing address, tax identification number, and any required purchase order number. HSO is not responsible for delays or non-delivery caused by incorrect information.
05. Payment Terms
5.1 Due Date
Payment is due net 30 days from the invoice date, unless otherwise stated in the Order Confirmation or a separate credit agreement.
5.2 Payment Methods
Accepted methods include wire transfer, ACH, credit card (subject to a processing fee, if applicable), or check (subject to clearance). Payment must be made in USD.
5.3 No Set-Off
Customer may not withhold, offset, or deduct any amounts due to HSO for any reason without HSO’s prior written consent.
5.4 Credit Approval
HSO reserves the right to require prepayment, a deposit, or other financial assurances based on creditworthiness or order value.
06. Late Payments & Suspension
6.1 Late Fees
Past-due amounts will accrue interest at the rate of 1.5% per month (or the highest rate permitted by Mississippi law, whichever is lower), plus all reasonable collection costs, including attorneys’ fees.
6.2 Suspension of Future Orders
If an invoice is more than 15 days past due, HSO may, upon written notice, suspend any pending or future orders and withhold shipment until all outstanding amounts are paid in full.
6.3 Collections
In addition to any other remedies, HSO may refer delinquent accounts to a collection agency or take legal action. Customer agrees to pay all costs incurred in collection.
07. Billing Disputes
7.1 Dispute Notice
Any good-faith dispute regarding an invoice must be submitted in writing to billing@hsopetroleum.com within 10 business days of the invoice date, specifying the reasons for the dispute and the amount in question.
7.2 Payment of Undisputed Amounts
Customer must pay all undisputed portions of an invoice by the due date. Failure to do so may result in late fees and suspension as set forth in Section 7.
7.3 Resolution
The Parties will work diligently to resolve any dispute. If resolved in Customer’s favor, HSO will issue a credit or refund as appropriate.
08. Shipping, Delivery & Title
8.1 Shipping Terms
All shipments are made FCA (Incoterms 2020) HSO’s facility or partner warehouse in the USA, unless otherwise agreed in writing. This means title and risk of loss pass to Customer upon HSO’s delivery of the Products to the carrier.
8.2 Delivery Dates
Any estimated delivery dates provided by HSO are approximations only and are not guaranteed. HSO is not liable for delays caused by carriers, customs, or other events beyond its reasonable control.
8.3 Shipping Costs
Shipping and handling charges are itemized on the invoice and are non-refundable except as provided in our Returns Policy.
8.4 International Shipments
For international orders, Customer is the Importer of Record and is solely responsible for customs clearance, duties, taxes, and compliance with all import/export laws. HSO will provide necessary documentation but does not control or guarantee clearance by foreign customs.
09. Risk of Loss & Insurance
9.1 Risk of Loss
As stated in Section 9.1, risk of loss or damage to Products passes to Customer upon delivery to the carrier. Claims for loss or damage in transit must be pursued by Customer directly with the carrier.
9.2 Insurance
HSO does not insure shipments unless specifically requested and paid for by Customer. Customer may purchase insurance at its option.
10. Inspection & Acceptance
10.1 Inspection
Customer has the right to inspect Products upon delivery. Any claim for shortages, visible damage, or non-conformity must be reported to HSO in writing within 5 business days of receipt.
10.2 Acceptance
If Customer fails to notify HSO of any discrepancies within the specified period, the Products will be deemed accepted as delivered. This does not affect Customer’s rights under any applicable warranties for latent defects.
11. Returns, Refunds & Credits
11.1 Returns Policy
Returns are governed by our separate Returns and Refunds Policy, which is incorporated herein by reference and available on our website. In case of conflict, the Returns Policy prevails for return-related matters.
11.2 No Refunds for Accepted Products
Except as provided in the Returns Policy or required by law, all sales are final and fees are non-refundable.
11.3 Restocking Fees
Returns accepted under the Returns Policy may be subject to restocking fees as specified therein.
11.4 Chargebacks
Customer agrees not to initiate any chargeback with its bank or credit card issuer without first following the dispute resolution process in Section 8. Any unauthorized chargeback constitutes a material breach of these Terms.
12. Warranties & Disclaimers
12.1 Limited Warranty
HSO warrants that Products will conform to their description at the time of shipment and will be free from material defects for a period of [30 days] from delivery, unless a longer period is specified by the manufacturer or required by law. This warranty is limited to replacement or refund of the purchase price (excluding shipping) at HSO’s option.
12.2 Disclaimer
EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HSO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HSO DOES NOT WARRANT THAT PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.
12.3 Manufacturer Warranties
For certain Products, the original manufacturer’s warranty may apply. HSO will pass through such warranties to Customer to the extent permitted, but HSO makes no independent warranty regarding manufacturer-branded items.
13. Limitation of Liability
13.1 Exclusion of Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALE OF PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap on Liability
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID (OR PAYABLE) BY CUSTOMER TO HSO FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL THEORY.
13.3 Exceptions
Nothing in this Section limits or excludes liability for (a) fraud or willful misconduct; (b) death or personal injury caused by negligence; (c) breach of confidentiality; (d) indemnification obligations; or (e) any liability that cannot be limited or excluded by applicable law.
14. Indemnification
14.1 By Customer
Customer agrees to indemnify, defend, and hold harmless HSO, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Customer’s use, handling, or resale of Products;
(b) Customer’s breach of these Terms;
(c) Customer’s violation of any applicable law or regulation, including export controls and sanctions;
(d) Claims that Customer’s specifications, designs, or instructions infringed third-party rights.
14.2 By HSO (Infringement)
HSO will defend Customer against any third-party claim alleging that a Product manufactured by HSO (if any) infringes a U.S. patent or copyright, and will pay resulting damages, provided Customer promptly notifies HSO in writing and allows HSO to control the defense and settlement. This obligation does not apply to claims based on (i) compliance with Customer’s specifications, (ii) modification of the Product by anyone other than HSO, or (iii) use of the Product in combination with other items not supplied by HSO.
15. Compliance with Laws & Export Controls
15.1 General Compliance
Each Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations.
15.2 Export Controls
Products sold by HSO may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC) . Customer agrees to comply with all such laws and warrants that it is not (a) located in a country subject to U.S. embargo; (b) listed on any U.S. government restricted-party list (e.g., Denied Persons List, Entity List, Specially Designated Nationals List). Customer shall not export, re-export, or transfer Products in violation of any applicable law.
15.3 Anti-Corruption
Customer agrees not to make any payment or give anything of value to any government official or other person for the purpose of influencing any act or decision in connection with these Terms, in violation of the U.S. Foreign Corrupt Practices Act or similar laws.
16. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, fire, flood, earthquake, pandemic, strike, embargo, government action, supplier failure, or carrier delays. The affected Party will notify the other promptly and will use reasonable efforts to mitigate the impact.
17. Assignment & Subcontracting
17.1 Assignment
Customer may not assign these Terms or any rights or obligations hereunder without HSO’s prior written consent. Any purported assignment without consent is void. HSO may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without consent.
17.2 Subcontracting
HSO may use subcontractors, including logistics partners, to fulfill its obligations, but remains responsible for performance.
18. Notices
18.1 Legal Notices
Any notice required or permitted under these Terms (other than routine operational communications) must be in writing and sent by certified mail (return receipt requested) or overnight courier to the address of the receiving Party set forth below, with a copy by email to legal@huronsmithoil.com (for HSO).
18.2 Routine Communications
Billing, shipping, and other operational notices may be sent by email to the addresses provided by Customer.
18.3 Addresses
HSO Petroleum Service
Attn: Legal Department
204 Hays St
Batesville, Mississippi 38606
USA
Email: legal@huronsmithoil.com
Customer: The address and email provided in Customer’s account or Order.
19. Governing Law & Dispute Resolution
19.1 Governing Law
These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles. This includes, without limitation, the Mississippi Uniform Commercial Code and applicable federal laws.
19.2 Exclusive Jurisdiction
Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Panola County, Mississippi. Each Party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
19.3 Waiver of Jury Trial
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS.
19.4 Statute of Limitations
Any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after such claim or cause of action arose, regardless of any statute of law to the contrary.
20. Reservation of Rights & Changes to Terms
HSO reserves the right to update or modify these Terms at any time. Changes will be effective upon posting on our website or as otherwise communicated to Customer. Material changes will not apply retroactively to orders already accepted without Customer’s consent. Customer’s continued placement of orders after changes constitutes acceptance of the revised Terms.
21. Entire Agreement
These Terms, together with any applicable Order Confirmation, quotation, and our Returns and Refunds Policy and Privacy Policy (each incorporated by reference), constitute the entire agreement between the Parties with respect to the purchase and sale of Products and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
APPENDIX A — SUGGESTED INVOICE FIELDS
To standardize billing, each HSO Petroleum Service invoice shall include, at a minimum:
Invoice number and date.
Customer’s legal name and billing address.
Customer’s Tax ID / VAT number (if applicable).
Purchase Order number (if provided by Customer).
Order Confirmation reference.
Detailed line items: product description, quantity, unit price, extended amount.
Shipping charges and handling fees (if any).
Tax breakdown (sales tax, VAT, duties, etc.) with applicable rates.
Currency (USD).
Total amount due.
Payment due date and instructions.
Late payment notice (reference to Section 7).