01. Scope, seller entity and order of precedence
These conditions apply to commercial transactions between merchants involving motor fuel, diesel, gasoline, lubricants, branded and unbranded products, bulk deliveries, packaged deliveries and ancillary services. The order of precedence is: (i) signed master agreement; (ii) order confirmation or nomination; (iii) applicable technical, brand or PMPA annex; (iv) these conditions; and (v) invoice, delivery ticket, BOL or shipping paper. Buyer’s terms are rejected unless expressly accepted in writing by HSO.
02. Contract formation and acceptance architecture
A contract is formed only when HSO issues a written order confirmation or accepts a nomination under a previously signed master agreement. The invoice and delivery document serve evidentiary, tax and operational purposes, but are not the vehicle for first imposing warranty disclaimers, liability caps, forum clauses, arbitration, default interest, collection costs, security interests or other material clauses. Each invoice should state that the transaction is governed by terms previously accepted by Buyer.
- The essential characteristics of the contracted products or services.
- The total price, breaking down applicable taxes, duties, shipping costs, insurance, and any other additional charges.
- The method and estimated delivery time, as well as the Incoterms 2020 that will govern the transaction for physical goods.
- The procedure for exercising the right of withdrawal or cancellation, where legally applicable.
03. Product, grade, specification, branding and RINs
Each order shall identify product, grade, volume, delivery point, branding condition and applicable specification. Unless otherwise agreed in writing, diesel shall comply with ASTM D975 and gasoline with ASTM D4814, or with the commercial specification stated in the confirmation. Image, additive, branded supply, unbranded supply and trademark sublicense obligations apply only when expressly stated. RINs, environmental credits and other regulatory attributes are retained by HSO unless the confirmation expressly transfers them to Buyer.
- The Customer selects the desired products or services and adds them to the virtual shopping cart.
- During the payment process, the Customer must carefully review all order details and correct any errors before proceeding to confirmation.
- By clicking the “Pay Now” or similar button, the Customer makes a binding purchase offer. The contract shall be deemed concluded and binding on both Parties at the moment HSO sends the electronic order confirmation to the email address provided by the Customer.
- HSO reserves the right to reject or cancel any order in cases of reasonable suspicion of fraud, manifest pricing error, unforeseen unavailability of the product or service, or breach by the Customer of the payment conditions. In such cases, HSO shall notify the Customer and shall proceed with the full refund of any amounts paid, without this generating any right to additional compensation.
04. Quantity, measurement, price, taxes and payment
Quantity shall be determined by the meter identified in the order confirmation, BOL or delivery ticket. Where applicable, volumes shall be corrected to 60 °F under API MPMS/ASTM D1250 practices and gross and net gallons shall be distinguished. 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, LUST fees, environmental fees, regulatory charges, transportation, energy and applicable surcharges shall be borne by Buyer unless otherwise agreed in writing. Any tax exemption or IRS Form 637 registration 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. Where credit exists, payment term, credit limit, default interest, collection costs, attorneys’ fees, suspension rights, setoff and personal or security guarantees shall be governed by the Credit Application and Master Supply Agreement.
05. Delivery, transfer of title and risk, operations and mandatory documents
The confirmation shall identify the exact point where title and risk transfer, including terminal, rack, flange, truck, customer tank or other point defined under the UCC for domestic transactions or Incoterms for international transactions. Buyer warrants safe access to the site, tank suitability, available capacity, environmental compliance and conditions fit for unloading. The driver may reject or suspend unsafe deliveries. Buyer is responsible for overfills, spills, contamination at Buyer’s facilities, demurrage, waiting time and remediation where attributable to Buyer’s site or instructions. The invoice, BOL, delivery ticket or shipping paper shall include, as applicable, dyed diesel notice, Product Transfer Document, sulfur content, designation, RIN status, excise taxes, exemption certificates, SDS availability and DOT hazardous materials documentation.
06. Sampling, inspection, claims and no commingling
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 to another tank. HSO may require a retained sample, sampling under ASTM D4057 or ASTM D4177, independent laboratory analysis and joint inspection. If the product has been commingled, contaminated, consumed or handled before the claim, HSO may reject the claim because verification is no longer possible.
07. Limited warranty and disclaimer of implied warranties
HSO warrants only that, at the time risk transfers, the product will substantially comply with the written specification agreed for the relevant grade. The exclusive remedy shall be, at HSO’s option, replacement of non-conforming product, commercial credit or refund of the price of the affected product. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE PRODUCT IS SUPPLIED WITHOUT IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
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 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. In the event of shortage, HSO may allocate available supply among customers in a reasonable and proportional manner, reduce confirmed volumes or prioritize critical obligations without being in breach.
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. HSO may require certificate of origin, end-use statement, KYC documentation and resale records. Sanctions, anti-corruption, confidentiality, audit and indemnity obligations survive termination.
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, without prejudice to court actions for collection, interim relief, intellectual property, product recovery or enforcement of security interests. 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: customerservice@huronsmithoil.com
- Support: support@huronsmithoil.com
- Phone: +1 (866) 954-5938
- Postal address: 204 Hays St, Batesville, Mississippi, 38606, USA