Guardian Reliability Services Terms and Conditions

Wilcox and Flegel

Last Updated: October 3rd, 2024

These Guardian Reliability Services Terms and Conditions (“Terms and Conditions”) apply to all quotations, offers, and agreements made by orders by customers (“Customer”) accepted by Wilson Oil, Inc. dba Wilcox and Flegel, a Washington corporation, by and through its Guardian Reliability Services division (“GRS”). These Terms and Conditions are subject to change by GRS without prior written notice at any time, in GRS’s sole discretion. The latest version of these Terms and Conditions will be posted on GRS’s website, and Customer should review these Terms and Conditions before making any purchases. Customer’s continued purchase after a posted change in these Terms and Conditions will constitute Customer’s acceptance of and agreement to such changes.

Customer Orders/Invoices. GRS shall provide to Customer the services (“Services”) and (if applicable) equipment set out in one or more orders or quotes. The Services may include filtration services and scale and grease system installations and integrations. All orders must be placed on the order form provided by GRS. Customer orders/quotes are for the sole purpose of identifying the purchased services and goods. No Customer order will be binding on GRS unless and until, as applicable: (a)GRS provides Customer a sales order acknowledgment or confirmation by email (an “Acknowledgment”); or (b) GRS sends an invoice to Customer for the order (an “Invoice”). Acknowledgments and Invoices, along with these Terms and Conditions and any Credit Agreement (defined below) signed by Customer, constitute the entire agreement between GRS and Customer with respect to any and all goods and services purchased from GRS, and supersede any terms appearing in Customer’s purchase order(s) which may be different or in addition to these Terms and Conditions and/or the terms of any Acknowledgment and/or Invoice. Any additional terms or different terms stated on or referenced on any Customer purchase order form not provided by GRS shall have no force or effect, and are rejected by GRS unless specifically agreed to in writing by an authorized representative of GRS. These Terms and Conditions prevail over any of Customer’s terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms and Conditions. Any representations, promises, warranties, or statements by any officer or agent of GRS that are not expressly contained in these Terms and Conditions or in an Acknowledgment or in an Invoice shall be given no force or effect. Notwithstanding anything to the contrary in these Terms and Conditions, if a separate specific written contract signed by Customer and GRS is in existence covering the sale of the goods and services, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms and Conditions. Customer may not cancel or terminate an order for convenience, except with GRS’s prior written consent and only then upon payment of reasonable termination charges.
Equipment. GRS will provide Customer with specific equipment, upgrades, and other products related to the Services (“Equipment”) only as outlined in the Acknowledgment. If GRS supplies Equipment: (a) it will be delivered to the location specified in the Acknowledgment; (b) GRS will handle the installation; (c) title and risk of loss will transfer from GRS to the Customer upon delivery to the Customer’s facility; and (d) the Customer agrees to inspect the Equipment prior to installation and/or delivery and accepts it in its existing “AS-IS” condition by consenting to the installation and/or delivery.
Customer Obligations. The Customer will cooperate with GRS in executing the Services and will provide GRS with safety training or orientation specific to all Customer facilities. Customer grants GRS access to its premises and equipment as necessary to allow GRS to provide the Services and to install any Equipment, including equipment and system testing. Customer will provide all materials and information to GRS necessary for the Services. Customer acknowledges that GRS does not provide safety advice and Customer agrees to seek advice on safety-related questions from appropriate safety professionals.
Fees, Price, and Expenses.
- Some Services offered by GRS are available as a fixed-fee package, billed monthly or quarterly as specified in the quote/proposal (referred to as “Packaged Services” and “Fixed Fees”). Other Services, which fall outside the Fixed Fees package, will be billed on an hourly basis in addition to the Fixed Fees, as detailed in the quote/proposal (referred to as “Additional Services” and “Add-On Fees”). In exchange for the Services provided by GRS and the rights granted to the Customer under these Terms and Conditions, the Customer shall pay the Fixed Fees and Add-On Fees outlined in the applicable quote/proposal Unless otherwise specified in the quote/proposal, these fees will adhere to GRS’s current fee schedule, which may be updated and provided to the Customer periodically. Payment for all fees (including the Equipment Price) is due within 30 days of the Customer receiving an invoice from GRS, unless a different payment term is specified in the Acknowledgment or Invoice. Customer is subject to the other payment terms and conditions in the Credit Agreement.
- The cost of the Equipment (“Equipment Price”) will be outlined in the quote/proposal. To support the Customer’s acquisition of the Equipment, GRS may, at its discretion, agree to accept monthly installment payments over a twelve (12) month period or another term, as specified in the quote/proposal. These payments will be made concurrently with the fee payments detailed in Section 1. GRS reserves the right, at its sole discretion, to terminate this Agreement or request modifications to credit or payment terms if there is a significant decline in the Customer’s creditworthiness. The Customer certifies that the Equipment and all funds used to pay the Equipment Price will be used solely for business or commercial purposes and not for personal, family, household, or agricultural purposes.
- The Customer will be responsible for all sales, use, excise taxes, and any other similar taxes, duties, or charges imposed by federal, state, or local government entities on any payments due for the Services and Equipment provided by GRS. If GRS is required to pay any such taxes, duties, or charges, the Customer must reimburse GRS for these expenses.
- The Customer has either signed or will sign an Account Application along with Credit Agreements and Terms for transactions with GRS (the “Credit Agreement”). The terms of the Credit Agreement will apply to invoices issued by GRS under this Agreement. Additionally, GRS reserves the right to suspend any services and terminate any orders if the Customer fails to make the required payments within fifteen (15) days following written notice of the overdue amount. If there is any conflict between the terms herein or the terms of any Invoice or Acknowledgment, and the Credit Agreement, the terms herein or in the Invoice or Acknowledgment shall control.
Limited Warranty; Disclaimers. GRS will deliver its Services: (a) according to these Terms and Conditions and the quote/proposal; (b) with personnel possessing commercially reasonable skills, experience, and qualifications; and (c) in a timely, professional manner that aligns with industry standards for similar services. For a period of thirty (30) days from the installation date, GRS also warrants the labor for installation work, including labor for Auxiliary Filtrations Integrations, Auto-Lube Integrations, Hose Doctor Services, and Bulk Tank Services. If GRS fails to uphold the foregoing warranties, its only obligation and the Customer’s exclusive remedy will be for GRS to make reasonable commercial efforts to promptly correct the installation work. Additionally, GRS guarantees that the Equipment will be delivered and installed in accordance with all applicable laws and regulations. The foregoing guarantees are exclusive and are in lieu of all other warranties, whether written, oral, or expressly implied related to the Services and Equipment. Warranty of fitness for a particular purpose, merchantability, warranty against infringement of intellectual property rights of a third party, warranty as to the Equipment’s quality of materials or workmanship or freedom from defects (latent or otherwise), and any warranties that may have arisen or may arise from course of performance, course of dealings, or usage or trade, are expressly excluded and disclaimed. GRS MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN Section 5, ABOVE. The Customer acknowledges that the Equipment is manufactured by a third party, and GRS disclaims all warranties and responsibility for issues related to its manufacture and condition. The Customer assumes all risks and liabilities related to the sale or use of the Equipment, including injury, economic loss, or business interruption. The Equipment may come with a standard warranty from the third-party manufacturer, which may benefit the Customer. Details of any such warranty will be included with the product or available on the manufacturer’s website. GRS does not guarantee the success of any warranty claims made against the Equipment manufacturer. To keep any such warranty valid, Customer must perform regular maintenance on the installed systems and notify GRS of any issues immediately. GRS is not responsible for damages related to third-party products or services and limits its liability to the labor warranty specified above. To file a labor warranty claim, contact GRS at service@wilcoxandflegel.com or (800) 438-9656, and they will respond promptly in accordance with the foregoing provisions.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of GRS in the course of performing the Services (collectively, the “Deliverables”), except for any confidential information of Customer or Customer materials, shall be owned by GRS. GRS hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
Default; Termination. In the event Customer defaults, GRS shall have, without limitation, all remedies afforded ‎under the Washington Uniform Commercial Code, at law, or in equity. Without limiting the ‎generality of the foregoing, GRS may immediately accelerate all amounts due from ‎Customer, bring an action for the amounts due, withhold further deliveries or terminate ‎any order without notice, or stop in transit any shipment to Customer. In addition to any remedies that may be provided under these Terms and Conditions, GRS may terminate any Services, Invoice, or Acknowledgment and any order with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) 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. GRS’s remedies set forth in this Section 7 are cumulative.
Limitation of Liability; Indemnification. IN NO EVENT SHALL GRS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (UNLESS DAMAGES ARISE OUT OF THE SOLENEGLIGENCE OF GRS), FOR BODILY HARM RESULTING FROM USE OF EQUIPMENT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT GRS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. To the fullest extent permitted by law, Customer agrees to defend and indemnify GRS, including its affiliates, parent companies, and subsidiaries, for, from and against all claims, damages, losses, and expenses, including attorney’s fees, arising from Customer’s negligent handling of any products purchased, sold, resold, distributed, installed, or maintained by Customer or its agents.
Insurance. The Customer shall, at its own expense, maintain appropriate insurance coverage for its business, including, but not limited to, commercial general liability with a minimum limit of $1,000,000. Upon request by GRS, the Customer must provide a certificate of insurance from their insurer that verifies such coverage.
Customer Facilities. Customer confirms and guarantees that all equipment and facilities, including storage tanks, which GRS may access while performing the Services and installing any Equipment, comply with all applicable federal, state, and local laws, regulations, and permitting requirements. These facilities must be in good working order and free from any hazards except those that are visible, marked, and standard within the industry. Customer agrees to indemnify, defend, and hold GRS (and its affiliates, parent companies, and subsidiaries) harmless for, from, and against any damages arising from the condition of the Customer’s facilities and the Customer’s use of Equipment.
All notices or other communications required under these Terms and Conditions must be in writing and sent via email to the addresses listed on Acknowledgment or Invoice, or for GRS, to guardian@wilcoxandflegel.com, or to any other email address a party may specify in a notice to the other party. Such communications are considered delivered upon actual receipt if sent by email.
Relationship of the Parties. The relationship between GRS and Customer is that of independent contractors. These Terms and Conditions and the sales transaction between the parties do not establish any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Neither party has the authority to act on behalf of or bind the other party in any manner.
Force Majeure. Neither GRS nor Customer shall be held liable or responsible to the other for any failure or delay in fulfilling or performing any term of these Terms and Conditions or any Services (excluding the Customer’s obligation to make payments to GRS), if such failure or delay is due to circumstances beyond the control of the affected party (“Impacted Party”). These circumstances include, but are not limited to, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) natural disasters such as floods, fires, earthquakes, pandemics, epidemics, or explosions; (c) conflicts including war, invasions, hostilities (whether declared or not), terrorist acts or threats, riots, or other civil disturbances; (d) government orders, laws, or actions; (e) embargoes or blockades imposed after the date of the applicable Acknowledgment; (f) national or regional emergencies; (g) strikes, labor stoppages, slowdowns, or other industrial disruptions; (h) telecommunication failures or power outages, inadequate transportation services, or delays in obtaining necessary or suitable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party must notify the other party of the Force Majeure Event within thirty (30) days.
General Provisions. If any provision of these Terms and Conditions is found to be unenforceable, it will not affect the enforceability of the remaining provisions. A waiver is only binding if it is in writing and signed by the party granting the waiver. Waiving a breach of any provision does not constitute a waiver of any other provision or of any subsequent breach of the same provision. The Customer may not assign or delegate any rights or obligations under these Terms and Conditions without the prior written consent of GRS, which GRS may withhold at its sole discretion. Any assignment or delegation made in violation of this Section 14 will be deemed void. Assignment includes, but is not limited to, a transfer that results in a change in ownership of more than fifty percent (50%) of the Customer’s shares or ownership interests, whether voluntary or involuntary, by operation of law, or due to any other act or occurrence. These Terms and Conditions (and all Invoices and Acknowledgments) are binding upon and benefits the parties and their respective permitted successors and assigns. They are not intended to confer any rights or remedies on third parties. These Terms and Conditions (and all Invoices and Acknowledgments) are governed by the laws of the State of Washington, excluding any conflict-of-law principles that would apply the laws of another jurisdiction. Any legal action related to the sale of goods and services under these Terms and Conditions will be conducted in the courts of Cowlitz County, Washington, and each party consents to the jurisdiction of those courts. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by Customer and GRS, and it will not apply to these Terms and Conditions or any other agreement between GRS and Customer. Acknowledgments and Invoices may be executed electronically and in counterparts, and an electronic signature page will be considered an original.