TERMS AND CONDITIONS

Aramsco

General Terms and Conditions for the Sale of Goods and Services

 

1. Applicability.

(a) These general terms and conditions of sale (hereinafter, "Terms") apply to each sale of goods ("Goods") and services ("Services") by Aramsco, Inc. and its subsidiaries ("Aramsco") to the buyer ("Buyer"). The sale of Goods and/or Services by Aramsco to Buyer shall be solely governed by these Terms. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and/or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b) These Terms, along with any applicable accompanying agreement, sales quotation, confirmation of sale, or invoice (the "Sales Confirmation") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

(c) Notwithstanding anything to the contrary contained in this Agreement, Aramsco may, from time to time change the Goods and/or Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Goods and/or Services, or the fees or any delivery or performance dates set forth in the Sales Confirmation. Changes to the Goods and/or Services pursuant to this Section 1(c) will not excuse Buyer's liabilities and obligations with respect to amounts owed to Aramsco per the Sales Confirmation.

(d) All purchases of Goods and/or Services from Aramsco are subject to Aramsco's standard credit approval process.

2. Delivery of Goods and Performance of Services.

(a) The Goods will be delivered, in accordance with the terms on the face of the Sales Confirmation, within a reasonable time after the receipt of Buyer's purchase order, subject to availability of finished Goods. Unless otherwise agreed in writing by the parties, Aramsco shall have the right to substitute Goods of comparable quality and workmanship for specific Goods ordered by Buyer which are not currently in Aramsco's open stock. The obligation of Aramsco to deliver to Buyer such Goods is subject to Aramsco's inventory on hand in open stock and which items are subject to prior sale. If Aramsco is unable to furnish the Goods specified, Aramsco hereby reserves the right to cancel the order for such Goods and deduct the price thereof from the balance of the payment owed by Buyer. Not all cataloged items are stocked in every warehouse, therefore additional shipping time and charges may be required. Aramsco shall not be liable for any delays, loss, or damage in transit.

(b) Unless otherwise agreed in writing by the parties, Aramsco shall deliver the Goods to Buyer's location specified on the Sales Confirmation (the "Delivery Point") using Aramsco's standard methods for packaging and shipping such Goods utilizing Aramsco's delivery fleet or our preferred network of common carriers. If a non-preferred carrier is requested by the Buyer, those freight charges may be passed on to the Buyer. Freight charges for accessorial and expedited delivery may apply and will be added to the Buyer's invoice (i.e. Hazmat, extended length, next day, etc.). Buyer shall take delivery of the Goods promptly, but in any event, within 3 business days of Aramsco's written notice, for which e-mail to the address on file (including notification by a third-party carrier) shall be deemed sufficient, that the Goods have been delivered to the Delivery Point. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Aramsco's notice that the Goods have been delivered at the Delivery Point, or if Aramsco is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Aramsco, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(c) Freight charges may apply regardless of shipping location. In times of rising fuel prices, Aramsco reserves the right at its sole discretion to add a fuel surcharge on all shipments.

(d) Aramsco may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

(e) Aramsco shall use reasonable efforts to meet any dates specified in the Sales Confirmation with respect to the delivery of Goods or rendering of Services, and any such dates shall be estimates only.

(f) With respect to Services, Buyer shall (i) cooperate with Aramsco in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Aramsco, for the purposes of performing the Services; (ii) respond promptly to any Aramsco request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Aramsco to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Aramsco may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

3. Shipping Terms; Title and Risk of Loss. Delivery shall be made free on board ("FOB") Aramsco's shipping location. In the event Aramsco delivers the product to Buyer (utilizing our delivery fleet), title and risk of loss shall transfer to Buyer upon delivery of the Goods at the Delivery Point.

4. Security Interest. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Aramsco a lien on and security interest in and to all of the right, title, and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, 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 Delaware Uniform Commercial Code. Buyer authorizes Aramsco to file a financing statement relating to such security interest. Buyer agrees to promptly, upon demand by Aramsco, execute such documents deemed necessary or desirable by Aramsco to perfect Aramsco's security interest. Buyer hereby appoints Aramsco as Buyer's attorney-in-fact to file or record such documents. Buyer hereby represents to Aramsco that there are no liens, attachments, or other obligations in the name of a third party, including a lending institution, which would in any way impair or diminish the security interest herein granted to Aramsco. Until payment is received in full by Aramsco, Buyer shall not suffer or permit any lien, encumbrance or security interest to attach to the Goods, allow any of the Goods to be levied upon under legal process, dispose of the Goods, other than in the ordinary course of business, or permit anything to be done that may impair the value of the Goods. Buyer agrees that, from the date of delivery until payment is received in full by Aramsco, Buyer will maintain insurance coverage against risk of loss or damage to the Goods for the benefit of Aramsco in the amount equal to the full replacement value of the Goods.

5. Buyer's Acts or Omissions. If Aramsco's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Aramsco shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods within seventy-two (72) hours of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Aramsco in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Aramsco. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents. The use by Buyer of any Goods claimed to be Nonconforming Goods shall constitute acceptance of such Goods by Buyer. 

(b) If Buyer timely notifies Aramsco of any Nonconforming Goods, Aramsco shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship the Nonconforming Goods to Aramsco's facility. If Aramsco exercises its option to replace Nonconforming Goods, Aramsco shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Aramsco's expense, the replaced Goods to the Delivery Point. Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Unless Aramsco otherwise specifically agrees, Buyer shall have no right to withhold payment or to adjust the Prices because of any claim for Nonconforming Goods.

7. Returns.

(a) Buyer should contact Aramsco if it is not satisfied with Goods for any reason. Except as otherwise noted on the Sales Confirmation, Goods which are unopened in original packaging and with proof of purchase from Aramsco may be returned within 30 days of the invoice date.

(b) Aramsco reserves the right to charge a restocking fee up to 25% of the total cost of the Goods plus freight cost on returns for reasons other than Nonconforming Goods or shipping errors.

(c) Special order and non-stocked items are considered NOT RETURNABLE to Aramsco and will be subject to the terms and conditions from Aramsco's suppliers, including freight charges.

(d) A return authorization number from Aramsco is required for any return. Please contact your local branch or call 1-800-767-6933 for a return authorization number.

8. Price.

(a) Buyer shall purchase the Goods and/or Services from Aramsco at the prices (the "Prices") set forth in the Sales Confirmation. If the Prices should be increased by Aramsco before shipment of the Goods to Buyer, then these Terms shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed by Aramsco on the basis of such increased prices. In the event that a Good or Service is mistakenly listed at an incorrect price or with incorrect specifications, Aramsco reserves the right to refuse or cancel any orders placed for Goods or Services listed incorrectly.

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Unless a valid sales tax exemption certificate is provided in advance of the order, Buyer shall be responsible for all applicable charges, costs and taxes. Buyer shall not be responsible for any taxes imposed on, or with respect to, Aramsco's income, revenues, gross receipts, personal or real property, or other assets.

9. Payment Terms.

(a) Buyers without approved credit terms shall pay all amounts due to Aramsco before the shipment of Goods, or if shipped COD, upon the delivery of Goods. Buyers with approved credit accounts shall pay all amounts due in accordance with such terms, which are generally within 30 days of invoice date. Buyer shall make all payments hereunder in US dollars. Most major credit cards are accepted. Click HERE for Aramsco's credit application.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Aramsco for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Aramsco does not waive by the exercise of any rights hereunder), Aramsco shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Aramsco, whether relating to Aramsco's breach, bankruptcy or otherwise.

10. Limited Warranty.

(a) Aramsco warrants to Buyer that for the applicable period set forth below measured from the date of shipment ("Warranty Period"), that only those Goods manufactured by or for Aramsco or its affiliates ("Aramsco Goods") will be free from material defects in material and workmanship.

Category	Warranty Period	Exclusions
Solution Hoses	90 Days
Vacuum Hose Tools	90 Days	Wear items not limited to o-rings, filters, valves, quick connects, jets
Sprayers - Pump and Inline	90 Days	Wear items not limited to o-rings, filters, valves, quick connects, jets
Sprayers battery/Electric	90 days parts & battery 1 year body	Wear items not limited to o-rings, filters, valves, quick connects, jets
Hand Tools & Wands	90 days on brushes, squeegee, glides, swivel and hard boot 1 Year on body parts	Wear items not limited to o-rings, filters, valves, quick connects, jets
Misc accessories - rakes, brushes, cuffs, sight tubes,	30 days
Chemicals – Liquid	1 Year after purchase from Manufacturer	Improper storage will void warranty
Chemicals – Powder	2 Years after purchase from Manufacturer	Improper storage will void warranty
Portables and spotters	1 Year Parts & Labor 5 Years Tank & Base No labor	Wear items not limited to o-rings, filters, valves, quick connects, jets, bearings, scale build up within pump, freezing, lack of proper maintenance
ETES	1 Year Parts 90 day labor 5 Years Body
Misc Machines and tanks – Pump out, water	90 day parts 1 Year body & Pump	Wear items not limited to o-rings, filters, valves, quick connects, jets, bearings

 

(b) In the event any defect occurs which is believed to be covered by this warranty, Buyer must provide written notice of the alleged defective Goods to Aramsco in writing at customer.service@aramsco.com or 4282 South 590 West, Salt Lake City, Utah 84123 within 30 days of the time when Buyer discovers or ought to have discovered the defect. Upon receiving notice of the alleged defective Goods, Aramsco shall, within a reasonable amount of time after being contacted and as deemed appropriate by Aramsco, make further arrangements with Buyer to enable the return of the Goods to Aramsco for examination. Such arrangements shall be made at Aramsco's reasonable expense. Any relief afforded to Buyer shall be conditioned upon its cooperation with Aramsco to enable the return of the Goods to Aramsco for evaluation.  

(c) This warranty does not cover any failure or damage for or caused by, contributed in whole or in part, or resulting from any of the following: (1) making any further use of the Aramsco Goods after giving Aramsco notice of a defect; (2) failure to follow Aramsco's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Aramsco Goods, including any such instructions set forth in the applicable manual for such Aramsco Goods; (3) altering such Aramsco Goods without the prior written consent of Aramsco, including (but not limited to) with any product, parts, or systems that are not manufactured by Aramsco; (4) abuse, misuse, mishandling, alteration, tampering, neglect, or accidental damage; (5) natural disasters, such as, without limitation, flooding, windstorm and lightning; (6) any defects other than those in material or workmanship; or (7) any other cause beyond the control of Aramsco.

(d) Subject to Section 10(b) above, with respect to Aramsco Goods that are determined by Aramsco (or an authorized representative or agent thereof) to be defective during the Warranty Period, Aramsco shall, in its sole discretion and at no charge to Buyer, either: (i) repair or replace such Aramsco Goods in whole or in part or (ii) credit or refund the price of such Aramsco Goods at the pro rata contract rate provided that, if deemed appropriate by Aramsco under Section 10(b), Buyer promptly return such Aramsco Goods to Aramsco at Aramsco's reasonable expense as a condition of receiving such relief.

(e) THE REMEDIES SET FORTH IN THIS WARRANTY SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY AND ARAMSCO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION.

(f) ARAMSCO DISCLAIMS ANY AND ALL LIABILITY FOR ANY OTHER DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS, LOSS OF BUSINESS, LOST PROFITS, PUNITIVE DAMAGES, PROPERTY DAMAGE, ETC. Some states do not allow the exclusion or limitation of damages, so the above limitation or exclusion may not apply to you.

(g) THIS WARRANTY IS THE ONLY WARRANTY FOR THE ARAMSCO GOODS, AND IS AND SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. NO EMPLOYEE OF ARAMSCO, OR ANY DISTRIBUTOR, AGENT, OR OTHER PERSON OR BUSINESS, IS AUTHORIZED TO MAKE ANY OTHER WARRANTY WHATSOEVER ON BEHALF OF ARAMSCO. Some states do not allow limitations on implied warranties, so the above limitation may not apply to you. 

(h) Goods manufactured by a third party ("Third Party Goods") are not covered by this warranty. Aramsco will pass through to Buyer any applicable warranties on the Third Party Goods from the manufacturer of such Third Party Goods which are intended by the manufacturer to be provided to Buyer. For the avoidance of doubt, ARAMSCO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

11. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARAMSCO OR ITS SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOST REVENUE, LOST PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR ANY OTHER PECUNIARY LOSS) HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ARAMSCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL ARAMSCO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ARAMSCO FOR THE GOODS AND/OR SERVICESSOLD HEREUNDER GIVING RISE TO LIABILITY.

12. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Aramsco may terminate this Agreement if any governmental authority imposes or so requires or directs Aramsco to impose antidumping or countervailing duties or any other duties or penalties on the Goods.

13. Termination. In addition to any remedies that may be provided under these Terms, Aramsco may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

14. Waiver. No waiver by Aramsco of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Aramsco. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. Confidential Information. All non-public, confidential or proprietary information of Aramsco, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Aramsco to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, provided solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Aramsco in writing. Upon Aramsco's request, Buyer shall promptly return or destroy (and confirm such destruction in writing) all documents and other materials received from Aramsco. Aramsco shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Buyer or any of its representatives; (b) was known to Buyer at the time of disclosure; or (c) is or rightfully becomes available to the Buyer on a non-confidential basis from a third-party source, provided that such third party was not prohibited from disclosing such confidential information. Buyer may disclose confidential information pursuant to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided that Buyer shall first provide Aramsco with (i) prompt written notice of such requirement so that Aramsco may seek, at its sole cost and expense, a protective order, or other remedy; and (ii) reasonable assistance, at Aramsco's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

16. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Aramsco hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, quarantine restrictions or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the impacted party.

17. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Aramsco. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

21. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in New Castle County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

22. Notices. Except as otherwise provided in this Agreement (including, but not limited to, as provided under Section 10), all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to Aramsco at 1480 Grandview Avenue, Paulsboro, NJ 08066, Attn: General Counsel and to the Buyer at the "bill to" address set forth on the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

23. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

25. Amendment and Modification. These Terms are subject to amendment, modification or change by Aramsco without prior written notice at any time in Aramsco's sole discretion.