Terms and Conditions

POWER SOLUTIONS, LLC

GENERAL TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale ("Terms") are incorporated by reference in each "Order" for the sale of goods ("Items") by Power Solutions, LLC ("Seller") to a third party ("Buyer").  All sales made by Seller to Buyer shall be made on the express condition that Buyer assents to the Terms.

1.  AGREEMENT – These Terms and the Order (collectively, the "Agreement") are the only terms that govern the sale of Items by Seller to Buyer and contain the entire agreement between the parties regarding the sale of Items. Unless otherwise expressly provided in the Order, in the event of a conflict between these Terms and any provisions, these Terms control. These Terms prevail over any of Buyer's general terms and conditions of purchase, regardless of whether or when Buyer has submitted its Order or such terms.  Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not modify or amend these Terms.

2.  INVOICES - Buyer shall pay to Seller the full amount of each invoice within thirty (30) days after the invoice date. In addition to the purchase price, Buyer shall pay Seller any and all taxes that Seller may be required to pay with respect to sale of the Items. Buyer must make any claims by written notice to Seller, and may not offset or deduct from any invoice. Acceptance by Seller of bank draft, check, or other media of payment is subject to immediate collection of the full face amount thereof. In addition, if Buyer fails to make any payment when due, Seller may offset any obligations of Buyer to Seller against any obligations that Seller may owe Buyer, and Buyer shall pay Seller's costs of collection, including reasonable attorneys' fees. Seller, in its sole discretion, may elect to extend credit to Buyer. If Seller elects to extend credit, even in the case of orders formally accepted, Seller will not be liable to make delivery if, in its opinion, Buyer's ability to pay for the goods on the basis of these Terms is in doubt.

3.  BREACH - If Buyer breaches any term of the Agreement, (a) Seller may defer further shipments or other performance under the Order until Buyer cures its breach, and (b) Seller may, by delivering notice to Buyer describing the breach, immediately terminate the Order or the Agreement, except that Buyer will have 20 days after receipt of the notice to reinstate the Order or Agreement by curing the breach. Upon a termination, all outstanding payment obligations of Buyer to Seller will become due and payable no later than fifteen (15) days after notice of termination, subject to the right of reinstatement.  Seller shall have and may exercise all rights and remedies available at law, including rights of a secured party under Article 9 of the Uniform Commercial Code as adopted in Tennessee (the "UCC"), and any mechanic's or materialmen's rights.

4.  FORCE MAJEURE - Seller shall have no liability for failing to perform if such failure is caused by acts of God, fires, strikes, equipment breakdown, or other causes beyond Seller's reasonable control. If Seller is unable to perform for reasons beyond its control, Buyer shall have the right to either accept the delay or terminate the Order. Nothing in this paragraph shall excuse Buyer from complying with its payment or indemnity obligations.

5.  DELIVERY – All Items shall be delivered by Seller F.O.B. origin, which shall be the inventory yard specified by Seller and which may include "F.O.B. Loaded Trucks" or "F.O.B. Rack" at such inventory yard, unless specifically agreed otherwise ("Delivery Point"). Seller shall deliver the Items in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties (the “Delivery Date”). Title and risk of loss passes to Buyer upon delivery of the goods at the Delivery Point.  As collateral security for the purchase price of the goods, Buyer hereby grants to Seller a lien on and security interest in all right, title and interest of Buyer in and to the Items, wherever located, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.  The security interest granted under this provision constitutes a purchase money security interest under the UCC.  If for any reason Buyer fails to accept delivery of any Items at Delivery Point, then risk of loss of the Items shall pass to Buyer, and the Items shall be deemed delivered. In such event, Seller may, at its option, store the Items at Buyer's expense until Buyer takes possession of the Items.

6.  COMPLIANCE WITH LAW - Buyer assumes full liability for compliance with all laws, statues, ordinances and regulations of any governmental authority applicable to storage, handling, installation and use of Items after Buyer takes delivery. Buyer shall defend, indemnify and hold Seller harmless from and against all loss or damage suffered by Seller (other than the cost of replacement or repair or damages suffered by Seller solely as a result of Seller's negligence), resulting from or in connection with Buyer's testing, use, operation, replacement or repair of the Items or Buyer's failure to comply with law.

7.  WARRANTY – To the extent any goods are warranted by a third party, Seller will pass on to Buyer all benefits realized under the warranty, if any.  Seller shall deliver products complying with Seller's published specifications and the Agreement.  EXCEPT FOR THE WARRANTY SET FORTH HEREIN, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS.  THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY. 

8.  SOLE REMEDY & LIMITATION OF LIABILITY. Buyer's exclusive remedy against Seller shall be, at Seller's option: (i) repair or replacement of the Items (or parts), or (ii) repayment of the purchase price.  All Items Buyer claims to be defective must be shipped to Seller's Facility at Buyer's expense.  If in fact defective, such Items will be repaired or replaced.  Seller's acceptance of any Items shipped to Seller shall not be deemed an admission that the Items are defective, and if Seller finds that any returned Items are not defective, such Items will be reshipped to Buyer at Buyer's expense. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO SELLER FOR ITEMS SOLD TO BUYER HEREUNDER.

9.  ASSIGNMENT-  Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without Seller's prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation (even with Seller's consent) relieves Buyer of any of its obligations under this Agreement.

POWER SOLUTIONS, LLC

Warranty Claim Procedures

These Warranty Claim Procedures are provided for your convenience. They are not intended to modify the terms or conditions of your transaction. 

If you suspect you may have a Warranty Claim, we recommend you take these steps:

1. Don’t Miss the Deadline. Notify Power Solutions as soon as possible or within 10 business days after discovery
2. Contact our General Manager- Operations & Logistics. Contact our General Manager – Operations & Logistics, Thomas Evans to begin the claims process. Do not delay this step, even if all of the information for the claim is not yet available. Thomas Evans, GM-Operations & LogisticsEmail: tevans@powersolutionsllc.netPhone: 423-648-7672 office     901-438-3592 cell
3. Preserve the Materials. Segregate the goods you are concerned about as well as all goods from the same purchase order/release number to facilitate inspection and testing. Maintain accurate records as to custody of the goods at all times after delivery.
4. Provide Information. Provide the following information as soon as possible a. Customer purchase order numberb. Power Solutions release numberc. Directions to the location where the problem was discoveredd. Well namee. Copies of daily rig reports and drilling & completions reportsf. Name, phone number, and email address of all relevant contactsg. Provide any other pertinent information requested by Power Solutions as it becomes available to facilitate the processing of your claim
5. Provide Access. Power Solutions has the right to undertake its own evaluation and testing and must have access to evaluate your claim. Provide access to the location and the goods involved in your claim. If requested, provide Power Solutions with a split sample for an independent third-party analysis.
6. Comply with Testing Requirements. Any testing, whether done by Power Solutions or by you, or your customer, must be performed by an accredited, independent, third-party laboratory. For every test, provide Power Solutions advance notice and allow Power Solutions to participate in development and approval of the testing protocol. Your cooperation is required in adhering to testing dates and times so that Power Solutions and any mill representatives may be present at every test.
7. Provide Information and Results. Inform Power Solutions of, and permit their representatives to participate in, all aspects of every testing process. Immediately upon availability, provide Power Solutions with a copy of all test results.