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Terms & Conditions of Sale

TERMS AND CONDITIONS OF SALE — Tanksystems LLC

All quotations, proposals, and invoices issued by Tanksystems LLC are expressly subject to the Terms and Conditions of Sale set forth below. Customers are encouraged to review these terms carefully prior to placing an order. Submission of a purchase order, acceptance of delivery, or payment of an invoice constitutes acceptance of these Terms.

These Terms govern all quotations, proposals, sales, and deliveries of products and services by Tanksystems LLC ("Tanksystems") to the purchasing party ("Client"). Tanksystems operates primarily as a manufacturer's representative and authorized distributor of industrial storage tanks, containment systems, and related equipment. Products are manufactured by third-party manufacturers and sold through Tanksystems. These Terms constitute the entire and exclusive agreement between Tanksystems and the Client with respect to the subject matter herein and supersede all prior or contemporaneous communications, whether written or oral.

1. Quotations and Order Acceptance

  • All quotations are non-binding and subject to change unless otherwise stated in writing.
  • Quotations are valid for thirty (30) days from the date issued unless otherwise specified.
  • Orders are not binding upon Tanksystems until accepted through written confirmation, issuance of an invoice, shipment of goods, or other commencement of performance.
  • Tanksystems reserves the right to accept or reject any order in its sole discretion.

2. Order Changes and Cancellation

  • Requests to modify an accepted order must be submitted in writing and may result in adjustments to price, delivery schedule, or other terms.
  • The Client shall be responsible for all costs, expenses, and delays arising from order changes.
  • If the Client cancels an accepted order, the Client shall reimburse Tanksystems for all costs incurred, including purchased materials, supplier charges, labor, administrative costs, engineering or project coordination costs, and restocking charges.
  • Custom, modified, or project-specific products may not be canceled without Tanksystems' prior written approval. If cancellation is approved, the Client shall pay all costs incurred as of the cancellation date, restocking fees of up to fifty percent (50%) of the order value, and any manufacturer or supplier cancellation penalties.

3. Pricing and Payment

  • Prices are based on current market conditions and may change prior to order acceptance.
  • Prices exclude freight, insurance, packaging, taxes, duties, and special handling unless expressly included in writing or the estimate.
  • Payment terms are specified on the applicable quotation or invoice.
  • Past-due balances shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
  • The Client is responsible for all reasonable costs of collection, including attorneys' fees and court costs.
  • Any dispute regarding an invoice must be submitted in writing within ten (10) days of the invoice date. Failure to timely dispute constitutes acceptance of the charges.

4. Taxes

  • All prices exclude applicable federal, state, and local taxes. The Client is responsible for all such taxes unless a valid tax exemption certificate is provided prior to invoicing.
  • If Tanksystems is required to pay taxes on behalf of the Client, the Client agrees to promptly reimburse Tanksystems.

5. Delivery

  • Delivery dates are estimates only and are not guaranteed. Tanksystems is not responsible for delays caused by manufacturers, suppliers, carriers, or circumstances beyond its reasonable control.
  • If the Client delays or refuses delivery, Tanksystems may invoice the Client immediately, store the goods at the Client's risk and expense, and charge storage fees of $25 per day or 1.5% of the order value per month. Tanksystems may also resell the goods and recover resulting losses and expenses.

6. Risk of Loss and Inspection

  • Unless otherwise agreed in writing, all shipments are FOB Origin (manufacturer or supplier facility). Risk of loss transfers to the Client upon delivery to the carrier.
  • The Client must inspect goods immediately upon receipt. Any shortages, damage, or defects must be reported to the carrier and Tanksystems within seventy-two (72) hours. Failure to provide timely notice constitutes acceptance of the goods as delivered.

7. Installation, Operation, and Use

  • The Client is solely responsible for the installation, operation, maintenance, and use of all products purchased. Tanksystems does not provide installation or engineering services as a standard offering; any such services are provided only when expressly agreed upon in a separate written agreement or scope of work signed by both parties. Where Tanksystems does perform installation services, its liability shall be limited solely to the scope of work expressly described in that written agreement.
  • Tanksystems shall not be liable for damages resulting from improper installation, misuse or improper operation, failure to follow manufacturer instructions, unauthorized modifications, or environmental or site conditions regardless of whether Tanksystems was involved in any part of the installation process.

8. Manufacturer Warranties and Product Modifications

  • TANKSYSTEMS IS NOT THE MANUFACTURER OF THE PRODUCTS SOLD.
  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, TANKSYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  • Products are subject only to the warranty provided by the original manufacturer, if any.
  • Customizations, design changes, material substitutions, accessories, field modifications, installation methods, or project-specific configurations may void, limit, or exclude manufacturer warranties. The Client is solely responsible for confirming directly with the manufacturer, in writing, whether any proposed modification or configuration will affect warranty applicability prior to placing an order.
  • Any warranty claim must be submitted directly to the manufacturer. Tanksystems may assist in facilitating warranty claims but assumes no responsibility for manufacturer warranty determinations, claim processing, claim outcomes, or delays or denials of coverage.
  • The Client acknowledges that Tanksystems does not control manufacturer warranty decisions and shall not be responsible for any denial of warranty coverage by the manufacturer.

9. Limitation of Liability

  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, TANKSYSTEMS' TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY TRANSACTION SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
  • IN NO EVENT SHALL TANKSYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOSS OF USE, PRODUCTION DOWNTIME, OR BUSINESS INTERRUPTION.
  • THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnification

  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS TANKSYSTEMS, ITS OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO:
    • The Client's installation, use, or operation of the products;
    • Failure to follow manufacturer instructions or applicable regulations;
    • Modifications or alterations to products not approved by the manufacturer;
    • The Client's non-compliance with environmental, safety, or regulatory requirements.
  • THIS INDEMNITY OBLIGATION APPLIES REGARDLESS OF WHETHER ANY SUCH CLAIM IS ALLEGED TO BE CAUSED IN PART BY THE NEGLIGENCE OF TANKSYSTEMS, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Time Limitation for Claims

  • Any claim arising out of or relating to products supplied by Tanksystems must be brought within one (1) year from the date of delivery. Claims brought after this period are barred to the fullest extent permitted by law.

12. Intellectual Property

  • All proposals, drawings, specifications, calculations, and other materials prepared by Tanksystems remain its exclusive property unless otherwise agreed in writing. Such materials may not be reproduced or disclosed without prior written consent.

13. Non-Solicitation

  • For a period of twelve (12) months following completion of any transaction, the Client shall not knowingly solicit or hire any Tanksystems employee or contractor who was directly involved in the transaction without prior written consent.

14. Force Majeure

  • Tanksystems shall not be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, fire, flood, war, civil unrest, labor disputes, supplier failures, transportation disruptions, pandemics, or governmental actions. Financial inability to pay does not constitute force majeure.

15. Governing Law, Venue, and Dispute Resolution

  • These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.
  • Any dispute arising from these Terms shall be brought exclusively in the state or federal courts located in Montgomery County, Texas.
  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY.
  • The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.

16. General Provisions

  • These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, representations, and understandings, whether oral or written.
  • If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
  • These Terms may only be modified by a written agreement signed by authorized representatives of both parties.
  • Tanksystems' failure to enforce any provision shall not constitute a waiver of its right to enforce that provision in the future.