SCOPE: These terms and conditions of sale (the “Terms”) contained herein shall apply to all quotations, offers, and sales made by and purchase orders accepted by DSI, Drillers Service Inc. and any and all affiliates or related entities (collectively, the “Company”). These Terms apply to all sales made by the Company to any buyer (“you” or “Buyer”)except to the extent the Terms conflict with an existing individual customer contract where special terms and conditions (signed by the Company and Buyer) may take precedence over these Terms. These Terms apply in lieu of any course dealing between the parties or usage of trade in the industry. These Terms may, in some instances, conflict with other terms and conditions referenced to in the course of dealing between the parties. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the Terms, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. The Company’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing, signed by an office of the Company before becoming binding on either party.
ORDERS: In addition to in-person or phone orders, the Company offers an online customer portal which is accessible for Buyer to place orders. Please use the Company’s order numbers, size and any other definite information necessary. Whenever possible, orders will be processed and shipped within 24 hours. All items not shown as shipped have been back ordered and will be shipped as soon as possible unless otherwise notified. The Company reserves the right to correct clerical errors or omission in quotations or other documents. The Company reserves the right to accept or reject any order for any reason. No order is binding until accepted by the Company in writing or by shipment of the products.
DELIVERY: All orders are shipped EXWORKS (Incoterms® 2020) shipping location. The Company reserves the right to ship via the most economical transportation means, including the routing of the shipment, and the selection of the point of origin for the shipment. If special routing or method is requested, resulting in a higher rate, the additional amount will be charged to the customer. The Company will not be responsible for any extra charges, handling or otherwise, arising out of possible misdirected shipments to any location. If the specific error was the Company’s, only the additional freight charged involved in returning the shipment to the Company, or the freight cost involved in forwarding the shipment to another location or company will be paid by the Company.
SHORTAGES & FREIGHT CLAIMS: No claims for allowances will be entertained unless presented immediately upon receipt of goods. Shortages or damaged material must be noted on the delivery receipt and documentary evidence shared with the Company within two (2) business days. The Company will not be held responsible for breakage or shortage after goods are delivered to and accepted from the common carrier. The Company shall retain a security interest in the products until Buyer’s final payment to the Company for the products. Risk in the products shall pass to Buyer as soon as the products have been placed with a transport agent or common carrier.
MINIMUM INVOICE: The Company has a minimum invoice order amount of $25.00
PRICES & QUOTATIONS: Orders will be invoiced at the price in effect at the time of shipment. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees), or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable , shall be paid by Buyer, unless Buyer provides a proper tax exemption certificate. Unless otherwise specified, prices are Ex Works. All prices and quotations are subject to change without notice. If you need material not shown in our catalog, then please call for a quote. When ordering quoted items, you must specify price, quantity and our quote number. The Company reserves the right to correct pricing errors before or after order acceptance.
PAYMENT TERMS: Unless otherwise agreed in writing, payment terms shall be Net Thirty (30) days from the date of invoice. Buyer agrees to pay any applicable interest or late fees on any unpaid balance as detailed herein. Unless otherwise agreed in writing, all payments are to be in United States dollars. In the event that the Company is required to bring legal action to collect delinquent accounts, Buyer agrees to pay all reasonable attorney’s fees and costs of suit incurred by the company.
LATE PAYMENT FEES AND CHARGES: Any account that is past it’s normal terms will be assessed a late payment fee of 2% per month, or the maximum rate allowed by applicable law if lower, will apply to all past-due balances..
CASH APPLICATION: The Company may, in its sole discretion and without further notice to Buyer, apply any unapplied cash, overpayments, or credit memos on Buyer’s account to any outstanding or future invoices, fees, or other amounts owed to the Company. Any overpayments or credit memos that remain unclaimed or unapplied for one hundred eighty (180) days from the date of issuance or receipt may be automatically applied by the Company to Buyer’s account. Credit balances will not be refunded in cash unless expressly agreed to by the Company in writing, or upon account inactivation and only after all outstanding obligations have been satisfied.
CANCELLATION: Special Order Items may be cancelled only with the Company’s consent and will be subject to the manufacturer’s standard restock charge. Stock items will be subject to a 25% handling and restocking charge. The purchaser will be billed for reasonable charges based on expenses incurred or will occur due to commitments made by The Company for the cancelled order.
RETURN MATERIAL POLICY: Material you desire to return will be considered for credit, at the Company’s sole discretion, and will be subject to a 25% restocking charge. Material must be approved for return, unused, in original packaging, and in good saleable condition upon return.
WARRANTY: Defective material under manufacturer’s warranty will be accepted for return to be replaced or repaired in accordance with the manufacturer’s policy. The Company offers no additional warranty beyond that of the manufacturer’s written warranty policy. Please include the invoice number & date of purchase. All warranty return merchandise should be sent prepaid. Except for the manufacturer’s express warranty, the Company disclaims all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.
LIMITED LIABILITY: Neither the Company nor Buyer shall be liable for incidental or consequential damages, including but not limited to, the cost of labor, re-qualifications, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any the Company product. If The Company has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of the Company to Buyer shall be limited in respect of any occurrence or series of occurrences to the total contractual value of the products or services supplied by the Company under these Terms and to which the claim relates. The Company’s total liability shall not exceed the amounts actually paid by Buyer for the products giving rise to the claim.
WAIVER: Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time or times thereafter.
APPLICABLE LAW: Unless otherwise agreed in writing between the parties, these Terms shall be governed by and construed under the laws of the State of Indiana, without regard to conflict‑of‑law principles. Any dispute arising out of these Terms shall be brought exclusively in the state or federal courts located in Allen County, Indiana.
FORCE MAJEURE: The Company shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, epidemics, pandemics, government shutdowns, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of the Company. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
CONFIDENTIALITY: Each party agrees to keep confidential any non-public technical, commercial, or business information received from the other party and marked or reasonably understood as confidential.
MISCELLANEOUS: The Company may modify these Terms at any time by posting updated Terms on its website. The version in effect at the time of order placement shall govern that order. If any provision is found invalid, the remainder stays in effect. These Terms constitute the entire agreement between the parties unless a separate signed agreement supersedes them.