01. Scope, seller entity and order of precedence
These conditions apply to commercial transactions between merchants involving specialized services for the oil industry, including tank maintenance, refinery support, operational optimization, engineering solutions, technical consulting, and related products. The order of precedence is: (i) signed master agreement; (ii) order confirmation; (iii) applicable technical annex; (iv) these conditions; and (v) invoice. Buyer's terms are rejected unless expressly accepted in writing by HSO.
02. Contract Formation and Acceptance Architecture
Pricing and Price Transparency
Prior to checkout completion, HSO shall endeavor to display in a commercially reasonable manner:
- product price;
- shipping or freight charges;
- handling fees;
- applicable taxes;
- discounts;
- promotional pricing;
- applicable mandatory fees.
HSO may correct obvious pricing, inventory, tax, logistics, promotional or availability errors before issuing an Order Confirmation.
Products designated as “Request a Quote” or “Quote-Based Products” do not constitute binding offers until HSO issues a written quotation and Order Confirmation.
03. Product, grade, specification and branding
Each order shall identify product, grade, volume, delivery point and applicable specification. Unless otherwise agreed in writing, products shall comply with the commercial specifications stated in the confirmation.
04. Quantity, measurement, price, taxes and payment
Quantity shall be determined by the meter identified in the order confirmation. Where applicable, volumes shall be corrected to 60 °F under API MPMS/ASTM D1250 practices. Price shall be calculated under the index, rack, OPIS, Platts, differential, surcharge or formula agreed for the order or delivery date stated. All federal and state excise taxes, environmental fees, regulatory charges, transportation, energy and applicable surcharges shall be borne by Buyer unless otherwise agreed in writing. Any tax exemption must be documented before delivery; if the exemption is invalid, Buyer shall indemnify HSO. Unless credit is approved in writing, payment is due before delivery.
05. Delivery, transfer of title and risk
The confirmation shall identify the exact point where title and risk transfer. Buyer warrants safe access to the site, suitability of facilities and conditions fit for receipt. Buyer is responsible for damages, spills, contamination at Buyer's facilities, demurrage and waiting time where attributable to Buyer's site or instructions.
06. Sampling, inspection, claims
Claims for shortages or apparent damage must be notified within forty-eight (48) business hours after delivery. Quality claims must be notified within seven (7) calendar days after delivery and before the product is consumed, commingled or transferred. HSO may require a retained sample, independent laboratory analysis and joint inspection.
07. Limited warranty, manufacturer/partner warranties and product liability
HSO does not manufacture Products unless expressly identified as the manufacturer in the applicable order, listing or documentation. Where manufacturer/OEM or partner warranties exist, those warranties may be passed through to the Buyer to the extent available and legally permissible. HSO’s role as seller/merchant of record does not make HSO the manufacturer of the Product or expand third-party warranties unless expressly agreed in writing. Any warranty remedy is subject to the RMA process, reasonable evidence, inspection, technical documentation and the terms of the applicable warranty.
Except for an applicable express written warranty, and to the fullest extent permitted by law, HSO disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, course of dealing and usage of trade. Mandatory statutory warranties, where non-waivable, remain unaffected. The exclusive remedy, unless applicable law requires otherwise, may consist of repair, replacement, commercial credit, refund of the affected Product price or pass-through of a claim to the relevant manufacturer/OEM or partner.
Product liability, recalls and cooperation
The partner or supplier is responsible to HSO for the authenticity, safety, conformity, documentation, certifications, origin, title and legal compliance of the Products it supplies or lists. Partners must promptly notify HSO of any recall, safety notice, regulatory action, known defect, safety risk or product claim. HSO may suspend listings, block orders, coordinate inspections, require documentation, remove products from the marketplace or cooperate with authorities where necessary.
08. Limitation of liability
In no event shall HSO be liable for indirect, incidental, special, punitive, exemplary or consequential damages, lost profits, loss of business, business interruption, loss of opportunity, contamination caused by Buyer's facilities or consequential losses. HSO's aggregate liability shall not exceed the lesser of: (i) the amount actually paid for the specific product or service giving rise to the claim; or (ii) the amounts paid by Buyer to HSO during the six (6) months preceding the event giving rise to the claim.
09. Force majeure and allocation of supply
HSO shall not be liable for delay or non-performance caused by force majeure, product shortage, refinery or terminal interruption, governmental restriction, environmental emergency, transportation disruption, strikes, weather events, sanctions, infrastructure failure or any cause reasonably beyond its control.
10. Sanctions, destination, origin, anti-corruption, confidentiality and audit
Buyer represents that it will comply with OFAC sanctions, United Nations and European Union lists, export controls, anti-diversion restrictions, end-use requirements and anti-corruption laws, including the FCPA. Buyer shall not resell or divert product to sanctioned or prohibited persons, countries, vessels, end uses or destinations. HSO may immediately suspend any delivery, order or account without liability if it identifies a sanctions, corruption, diversion, unverifiable origin or compliance risk red flag.
11. Applicable law, forum and dispute resolution
These conditions shall be governed exclusively by the laws of the State of Mississippi and applicable federal law, without regard to conflict-of-law rules. Any dispute shall be subject to the competent state or federal courts located in Panola County, Mississippi. HSO may require binding arbitration administered by the American Arbitration Association (AAA) under its then-current Commercial Rules, seated in Mississippi and conducted in English. The CISG is excluded.
12. Credit, security, notices, assignment, entire agreement, survival and electronic signature
Where HSO grants credit, Buyer authorizes credit-limit review, suspension of deliveries for nonpayment, setoff among related accounts, retention of title until full payment, creation of a security interest in product, receivables and proceeds, and filing of UCC-1 financing statements where applicable. Notices shall be sent to the emails and addresses stated in the master agreement or confirmation. Buyer may not assign rights or obligations without HSO's written consent. These conditions, together with higher-precedence documents, constitute the entire agreement. Invalidity of one clause does not affect the remainder. Payment, tax, warranty, limitation, indemnity, sanctions, confidentiality, audit, governing law and dispute-resolution provisions survive. The parties consent to electronic records, signatures and communications under E-SIGN and UETA.
- Email: contact@hsopetroleum.com
- Support: contact@hsopetroleum.com
- Phone: +1 (866) 954-5938
- Postal address: 204 Hays St, Batesville, Mississippi, 38606, USA