STANDARD TERMS AND CONDITIONS OF SALE

1.  Acceptance. All quotations offered by Roger Brown Co. LLC (referred to as Roger Brown Co.) are subject to acceptance within thirty (30) days from the quoted date.

2.  Payment Terms . Subject to Roger Brown Co. LLC credit approval, Roger Brown Co. LLC’s payment terms are Net-30 Days from the date of invoice. Roger Brown Co. LLC will add a 3% surcharge to credit card payments. 

3.  Cancellation or Termination. The Buyer, only upon payment of reasonable cancellation charges related to expenses already incurred and/or commitments made by Roger Brown Co. LLC, may cancel any order placed with Roger Brown Co. LLC. Cancellations charges for made to order products are 100%. No termination by Buyer for default shall be effective unless and until Roger Brown Co. LLC shall have failed to correct such alleged fault within sixty (60) days after receipt by Roger Brown Co. LLC of written notice specifying such default. 

4.  Alterations. No alterations in specifications, either for total quantity, delivery, mechanical, electrical or other details may be made without written consent of Roger Brown Co. LLC and readjustment of price and estimated delivery.

5.  Taxes . In addition to the prices stated in the quote, Buyer shall reimburse Roger Brown Co. LLC for any excise, sales or use tax incident to this transaction for which Roger Brown Co. may be liable or compelled to collect.

7.  Indemnity.  Buyer agrees that it will indemnify and hold harmless Roger Brown Co. LLC, its officers, agents and employees, from and against any and all claims, losses, damages, causes of action, suits and liabilities of every kind, including all expenses of litigation, court costs and attorney’s fees, forfeiture of an oil, gas or mineral lease, damage to a producing reservoir or lease operations of lost production, arising out of, or in any way connected with the failure of, or the operation of the equipment sold by Roger Brown Co. LLC, unless Roger Brown Co. LLC is proven in court to be 100% solely negligence in its responsibilities.

8.  Consequential Damages and Other Charges.  Roger Brown Co. LLC will not be responsible or liable for any special, direct, indirect or consequential damages or for any operational interruptions or delays, production loss, or other damages or claims of whatever kind caused by or arising out of the fabrication, manufacture, sale, delivery, installation, use, breakage or performance of equipment sold or any part thereof, except only to the extent and in the manner set out in Item 12 below having to do with warranty.

9.  Performance Guarantee.  Performance is subject to manufacturer’s guarantees for horsepower and capacities and is subject to de-rating for actual site conditions.

10.  Comments and Exceptions.  When Buyer’s specifications are attached to or referenced in an invitation to quote, Roger Brown Co. LLC makes a thorough and sincere effort to review these and provide a quote based on Roger Brown Co. LLC’s interpretation of the Buyer’s specification. Roger Brown Co. LLC’s quote will clearly state what is included and what our interpretation is of Buyer’s requirements. It is the Buyer’s responsibility to review Roger Brown Co. LLC’s quote carefully and advise Roger Brown Co. LLC of any discrepancies between Buyer’s specification and Roger Brown Co. LLC’s quote. Roger Brown Co. LLC’s quote constitutes Roger Brown Co. LLC’s total offer and only those items; procedures, scope and content clearly stated in the quote are included and Roger Brown Co. LLC makes no guarantee that the products quoted will meet the Buyer’s specifications.

11.  Warranty.  Roger Brown Co. LLC warrants that the equipment of its own fabrication shall be free from defects in design, material, workmanship and title, under normal use, service, and operating conditions, for the period of one (1) year from date of start-up or commissioning or eighteen (18) months from date of shipment. Roger Brown Co. LLC’s exclusive remedy for breach of this warranty shall be repair or replacement of any defective parts packaged by Roger Brown Co. LLC, EXW warehouse in Houston or El Paso, Texas. Accessories or equipment furnished by Roger Brown Co. LLC, but manufactured by others, shall carry that manufacturer’s warranty, which will be passed-on to Buyer. Roger Brown Co. LLC shall not be liable for any repairs, replacements, or adjustments to the equipment or any costs of labor performed by the Buyer or others without Roger Brown Co. LLC’s prior written approval. Roger Brown Co. LLC will serve the Buyer by acting as Buyer’s representative in regard to warranty claims for items not manufactured by Roger Brown Co. LLC. However, warranty in all cases is limited to the manufacturers’ warranty. Any part(s) found to be defective will be replaced subject to each manufacturers’ respective warranty policy, which Roger Brown Co. LLC will administer. Any part(s) replaced that are not subsequently found to be defective by the manufacturer will be charged to the Buyer. Warranty labor for replacement or repair is on site only. Buyer is responsible for travel time, transportation and expenses to and from the closest Roger Brown Co. LLC location to the location of the subjected equipment. Should Roger Brown Co. LLC travel to the location and find that the cause is not warrantable, all expenses incurred by Roger Brown Co. LLC, to include labor, will be billed to the Buyer. Roger Brown Co. LLC will not be responsible for crane, barge, or special transportation charges associated with warranty repairs.

12.  Literature.  Roger Brown Co. LLC will provide upon request the manufacturers standard literature. This includes Spec Sheets, Bill of Materials, Drawings, Operation and Maintenance Manuals and/or Factory Test Reports. Roger Brown Co. LLC takes exception to all specification requirements & requests for non-standard factory literature.

13.  Hours of Operation.  This bid assumes all work will be done during normal business hours. Normal hours of operation for Roger Brown Co. LLC are 8 am – 5 pm Monday-Friday.

14.  Shipping Dates.  Any shipment date given herein is approximate and is estimated from the date of receipt of order with complete specifications, approvals and acceptance of Credit Application with Contractor & Job bonding information. Roger Brown Co. LLC shall not be liable for any loss or damage for delay or non-delivery due to the acts of civil or military authority, acts of the Purchaser or by reasons of force majeure, which shall be deemed to mean all other causes whatsoever not reasonably in the control of Roger Brown Co. LLC, including, but not limited to acts of God, war riots, or insurrection, blockades, embargoes, sabotage, epidemics, fires, strikes, lockouts or other industrial disturbances, delays of carriers, inability to secure materials, labor or manufacturing facilities. Any delay resulting from such causes shall extend delivery dates correspondingly. Roger Brown Co. LLC shall in no event be liable for any special, indirect or consequential damages arising from delay irrespective of the reason therefore, and receipt by the Purchaser shall constitute acceptance of delivery and waiver of any claims due to delay.

15.  Freight and Handling. Unless otherwise provided in writing, freight charges on all shipments, and spotting, switching, demurrage, or drayage at destination are to be paid by Buyer. All incoming shipping and handling charges on all material on which the supplier of said material does not pre-pay or allow freight into Roger Brown Co. LLC’s  warehouse, and all outgoing shipping and handling charges on all shipments from Roger Brown Co.  to Buyer shall be borne by Buyer. Any difference in the amount of freight from that shown on the invoice as being included, is for Buyer’s account. Roger Brown Co. reserves the right to designate origin and intermediate carriers. If a specific delivering carrier is required, Buyer must designate such carrier in writing to Roger Brown Co. prior to shipment.