Terms and Conditions

Oliphant Tool Company

General Terms and Conditions of Sale

All orders are accepted in accordance with the following terms and conditions which supersede any terms and/or conditions of Buyer unless authorized in writing by Oliphant Tool Company (Seller) on a per order basis prior to order placement. All Buyer terms and conditions are void and acceptance of a purchase order from Buyer does not constitute our agreement to any Buyer terms and conditions.

1. Orders are Non-cancellable

All orders are non-cancellable without written permission of Seller. Seller reserves the right to overship or under-ship by 10%.

2. Price

Prices are in US dollars and exclude any taxes, duties, tariffs, fees or shipping charges which are the responsibility of Buyer. All Seller invoices are due payable Net 30 days after invoice date unless otherwise specified on the invoice.

Interest for late payment shall accrue on past due balances at 2% per month, or prorated part thereof, until paid in full.

3. Warranty

Seller makes no warranty of fitness for use or performance for any product manufactured to Buyer supplied drawing specifications. The Seller's limit of liability in the event of non-conformance is the invoiced unit value of the Seller supplied product and no penalties, rework fees, or other costs may be assessed by Buyer.

4. In the Event of Non-Conformance

Any non-conformance must be reported to Seller in writing, within 60 days of delivery, detailing the drawing specification the Buyer claims is out of compliance along with the quantity in question. No product is determined to be non-conforming without the agreement of Seller or inspection and determination of non-conformance by an independent party agreed to by both Buyer and Seller. In the event of non-conformance, the Seller shall, at its sole discretion, rework, replace or issue a credit to Buyer for the invoiced unit value of the non-conforming product excluding shipping, tariffs, taxes or other fees. No rework of the Seller supplied product by Buyer is authorized and any modification or use of the Seller supplied product by Buyer, its agents, customers or affiliates, voids all warranties of Seller or claims of Buyer.

5. Returns

A Seller issued Returned Material Authorization (RMA) detailing the products and quantities authorized for return is required for all returns. Returns made absent of an RMA will be returned to Buyer and Buyer expense and no credit is authorized or granted by Seller for any product returned to Seller without a Seller issued RMA. All returned products must be unused and in as-delivered condition. Products showing evidence of use or Buyer modification, as determined by Seller, void the RMA and will be returned to Buyer at Buyer expense and all claims voided. Seller issued call tags and Seller provided shipping documents must be used for all returns. No Buyer incurred shipping fees will be reimbursed for returns and collect shipping charges refused unless included as part of the RMA instruction provided by Seller..

6. Buyer Indemnifies Seller

Buyer shall defend and indemnify Seller and its suppliers, employees, and owners against all claims, actions, suits, demands, damages, allegations, liabilities, obligations, losses, settlements, judgments, costs and expenses, including without limitation attorneys' fees and costs, which arise out of any transaction between Buyer and Seller.

7. Rights of Access

Seller denies all rights of access to Seller's facilities, records, personnel or suppliers by Buyer.

8. Delivery

Delivery quotation is only an estimate of shipment date from order acceptance date as of the date of quotation and does not form a guarantee nor a subject of purchase order conformance. Seller is not liable for any damages, costs or penalties resulting from delivery beyond the estimated shipment date.

All shipments are FOB Origin and Seller is not liable for loss or damage by the carrier during transit. Seller reserves the right to obtain Carrier Declared Value Coverage for the full value of the shipments to Buyer at Buyer expense.

9. Right to Suspend Shipments

In the event of dispute arising out of any transaction between Buyer and Seller, Seller reserves the right to suspend shipments to Buyer and/or affiliated companies of Buyer and/or cancel purchase agreements with Buyer and/or affiliated companies of Buyer. Seller is not liable for any damages to Buyer and/or affiliated companies of Buyer arising from such suspension of shipments or cancellation of purchase agreements.

10. Jurisdiction

All matters relating to any transaction with Seller is governed by the laws of the State of California and the jurisdiction and venue in the state and federal courts in Orange County, California and any claim brought under these terms must be made within 1 year of the cause of action or such action or claim is barred.


General Terms and Conditions of Purchase
All orders are placed in accordance with the following terms and conditions. If Seller cannot abide by these terms and conditions, Buyer must be notified prior to order acceptance and Buyer at its sole discretion will cancel the order without penalty or amend these terms (with the exception of item 3 which is non-negotiable) for that order to the satisfaction of Seller.

1. Price

Prices are in US dollars and
For US to US shipments, exclude any taxes, duties, tariffs, fees or shipping charges which are the responsibility of Buyer.
For all imports to Buyer, total agreed invoice price shall include all tariffs, taxes, duties, fees and shipping.
Seller invoices are due payable Net 90 days after delivery date unless otherwise agreed to prior to order.

2. Warranty

Seller warrants the products to be free of defects in materials and workmanship for a period of not less than 1 year for Seller manufactured or assembled goods. Standard manufacturer warranty will apply and is accepted for all other, unaltered or repacked resale products.

3. Human Rights

Seller warrants that all products sold by seller, not just those sold to Buyer, are free from conflict minerals and due diligence, following OECD guidance, is made to ensure conflict minerals are not used in the production of its products. Seller agrees that it will provide within 60 days of demand, a list of smelters used in its supply chain, to ensure that Buyer can exercise its due diligence as required by US law. Seller warrants that all products its sells, not just those sold to Buyer, are manufactured and/or imported lawfully. Seller warrants that it takes due diligence in the avoidance of causing or contributing to adverse human rights through their own activities, and address such impacts when they occur and seeks to prevent or mitigate adverse human rights impacts that are directly linked to their operations, products or services by their business relationships, even if they have not contributed to those impacts.

4. Returns

In the event of product non-conformance, Seller shall be responsible for the shipping cost of the return either by issuing pre-paid shipping documentation or a refund of Buyer's actual shipping costs.

5. Title Passes to Buyer on Delivery

Shipments are FOB Destination with title passing to buyer upon delivery. Seller warrants that all delivered product is free of liens. Seller shall ensure that products are securely packaged for shipment and Buyer is not responsible for loss or damage during shipment.

6. Delivery

Seller shall notify Buyer in the event of a shipping delay with a good faith estimate of when shipment will occur. Seller shall notify Buyer of any single parcel weight is expected to exceed 50 pounds.

7. Right to Suspend Shipments

In the event of dispute arising out of any transaction between Buyer and Seller related to Seller product quality or performance, Buyer reserves the right to suspend shipments to Buyer and/or affiliated companies of Buyer and/or cancel purchase agreements with Buyer and/or affiliated companies of Buyer. Buyer is not liable for any damages to Seller and/or affiliated companies of Seller arising from such suspension of shipments or cancellation of purchase agreements. Any shipment made after Buyer notification of suspension will be returned at Seller expense.

8. Jurisdiction

All matters relating to any transaction with Seller is governed by the laws of the State of California and the jurisdiction and venue in the state and federal courts in Orange County, California and any claim brought under these terms must be made within 1 year of the cause of action or such action or claim is barred.


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