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Terms & Conditions – Young & Franklin Tactair

Terms & Conditions

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. BY USING THIS WEBSITE (“WEBSITE OR SITE”) OR DOWNLOADING MATERIALS, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, DO NOT USE OR DOWNLOAD MATERIALS FROM THE WEBSITE.

Young & Franklin Inc. (“Y&F”) reserves the right to change any and all content contained on this Website at any time without notice. Further, these Terms apply exclusively to your access to, and use of, this Website and do not alter in any way the terms or conditions of any other agreement you may have with Young & Franklin Inc. for products, services or otherwise.

Privacy Policy

Please see the Young & Franklin Inc. Privacy Policy here.

Disclaimer

Use of this site is at your sole risk. The Website and materials presented on the Website are presented “as-is.” Due to numerous technical and operational uncertainties, Young & Franklin Inc. does not make any expressed or implied warranties, guarantees or representations concerning the accuracy, thoroughness, completeness, or currency of your information, nor over our ability to control, correct, access, handle, process, use, store or transfer such information. Young & Franklin Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantabilities, fitness for a particular purpose, title, and non-infringement. Young & Franklin Inc. does not represent or warrant that this Website is free of viruses or harmful components.

Copyright

Except as otherwise indicated, all content and material on this Website, including design, text, graphics, logos, images, audio and video clips, and other files (“Content”) are the property of Young & Franklin Inc. and are protected by U.S. and international copyright laws. ALL RIGHTS RESERVED. Except where specifically provided otherwise, Young & Franklin Inc. authorizes you to view, print or electronically copy Content published on this Website provided that such Content is for noncommercial personal use or noncommercial use within a business organization by which you are employed and not for external distribution, and further provided that such Content is not modified and all copyright notices and/or markings remain on the Content. Any other use of any Content is strictly prohibited.

User Conduct

Website users are strictly prohibited from using this Website and the Content for fraudulent or illegal purposes or for posting or transmitting to or from this Website any unlawful, threatening, libelous, defamatory, inflammatory, pornographic or profane communications and/or materials or any communications and/or materials that could give rise to civil or criminal liability under law. You agree not to take any action that tampers or interferes with this Website and the Content on this Website. Young & Franklin Inc. reserves the right to remove or delete anything posted on or transmitted to this Website that Young & Franklin Inc., in its sole discretion, views as objectionable.

Links to Third-Party Sites

For your information and convenience, the Website may include links to third-party sites to direct you to information that may be helpful or of interest to you. Such sites are not maintained by Young & Franklin Inc. Y&F has not reviewed all of these sites and has no control over and makes no claim regarding the content, quality or any other representation of such sites. A link to a third-party site on Young & Franklin Inc.’s Website does not imply any endorsement of the third-party, its website or contents. When you click on link to a third-party site, you are leaving our Website. Linking to a third-party site is at your own risk. Young & Franklin Inc. specifically disclaims all liability arising from or associated with your accessing or use of any third-party sites.

Governing Law

The laws of the state of New York or where applicable the federal laws of the United States shall govern the construction and interpretation of these Terms and Conditions and the rights of the parties hereunder. By accessing this website, you acknowledge that you have read, understood and agreed to be bound by these Terms and Conditions and by all applicable laws and regulations, including U.S. Export control laws and regulations. Visitors who do not agree with these Terms and Conditions should not access this website. Any controversy or claim arising out of or relating to your use of this website or any services provided hereunder shall be settled by binding arbitration to be held in the English language in New York in accordance with the commercial arbitration rules of the American Arbitration Association. Any judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction. Any award rendered by the Arbitrator(s) may include costs against either Party, but under no circumstances are the Arbitrator(s) authorized or empowered to award special, punitive or multiple damages against either Party.

Forward-looking Statements

This website contains, and has materials that contain, forward-looking statements within the meaning of applicable securities legislation including the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by using such words as “should”, “would”, “expect”, “assume”, “believe”, “plan”, “may” or other similar words or phrases. There are numerous risks and uncertainties that can affect the outcome and timing of such events, including many factors beyond the control of the Company. These factors include, but are not limited to, economic conditions, seasonality of drilling activity, the loss of a major supplier of tubular goods, commodity prices including oil and gas, currency fluctuations and government regulations. Such forward-looking statements include, without limitation, statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. 

Limitation of Liability and Indemnification

IN NO EVENT WILL YOUNG & FRANKLIN INC., ITS AFFILIATES AND DIVISIONS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, VENDORS, INSURERS AND AGENTS, BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY COSTS, DAMAGES (INCLUDING ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES), OR LIABILITY OF ANY NATURE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS SITE OR THE COLLECTION, USE, TRANSFER, PROCESSING, HANDLING, CONTENT, OR STORAGE OF PERSONAL INFORMATION OBTAINED OR SUBMITTED BY YOU RESULTING FROM YOUR ACCESS AND USE OF THIS SITE

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS YOUNG & FRANKLIN INC. AND ITS AFFILIATES AND ITS CUSTOMERS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, VENDORS, ASSIGNEES, AND AGENTS, FROM AND AGAINST ANY COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, CLAIMS, DAMAGES, LOSSES, OR OTHER LIABILITIES ARISING FROM YOUR USE OF THE SITE IN BREACH OF THESE TERMS OR IN VIOLATION OF LAW. 

Termination

Young & Franklin Inc. reserves the right, without notice and in its sole discretion, to terminate your right to access or use this Website, and to block or prevent future access to and use of this Website. 

FRM NO.: FRM-YFS-05 REV: A EFFECTIVE: 04/19/2007

Young & Franklin Inc. Standard Terms of Sale

1) ACKNOWLEDGMENT: A contract between buyer and seller only exists when an order is acknowledged in writing by seller.

2) TERMS AND CONDITIONS: These terms of sale shall govern, and in conjunction with the seller’s acknowledgment represent the full extent of the contract between buyer and seller. These terms and conditions shall take precedence over any terms and conditions in any purchase order, RFQ or other documentation from Buyer. Seller shall not be bound to any terms and conditions of Buyer unless Seller has formally executed a contract modifying the terms and conditions contained herein.

3) ORDER OF PRECEDENCE: In the event of an inconsistency between the clauses of this order, the inconsistency shall be resolved by giving precedence in the following order: a) provisions of an existing OEM long term agreement with the seller, if applicable; b) provisions on the seller’s acknowledgment; c) these terms of sale; and d) other provisions of the order as agreed to by seller and attached or incorporated by reference.

4) CHANGES: Changes to the order may be made only with the written consent of seller. If such changes cause a change in the work due under the order, or in the time required for seller’s performance, an equitable adjustment shall be made and the order shall be modified in writing accordingly.

5) ACCEPTANCE: The buyer may inspect all equipment supplied by seller to determine its conformity with the requirements of the order. Seller may at its discretion, repair or replace any equipment supplied by it found not to meet the requirements of the order. Determination of a defective or non-conforming seller supplied piece of equipment does not alter the buyer’s obligations under the order.

6) PAYMENT: All orders will be shipped FOB seller’s plant Liverpool, New York COD or prepaid, unless buyer’s credit is approved by seller prior to acknowledgment, in which case the seller’s terms are net 30 days. All payments will be in United States funds.

7) PACKAGING: Seller’s packaging will be per standard commercial practices.

8) DOCUMENTATION: All shipments by seller will include a packing list, and copies of acceptance test results where applicable. In addition, overseas shipments will include a commercial invoice and necessary shippers export declaration.

9) QUALITY ASSURANCE: Seller’s quality systems will conform with the requirements of ISO9001-2000.

10) DELIVERY: Seller may ship product anytime on or before the delivery date stated in the acknowledgement. Buyer assumes all risks of ownership when the product leaves the seller’s facility.
Seller will not be liable for any delay in delivery due to fires, floods, strikes or other labor disputes, accidents to machinery, acts of sabotage, precedence of priorities granted at the request or for the benefit, directly or indirectly, of Federal or State government, or any other cause beyond the control of seller. Seller has no liability for consequential, special, indirect, incidental, punitive or exemplary damages resulting from a delay in delivery, whether or not advised of the possibility of such damages.
All purchase orders, shipments and/or reshipments must be in accordance with all applicable US Government export requirements.

11) WARRANTY: The seller warrants the equipment supplied against defects in material and workmanship for a period of twelve months from the date of shipment, provided the equipment is properly installed, maintained, and operated. Any failure of the equipment and/or damages, due to the hazards of use, are the sole responsibility of the user.
Seller’s obligation under this warranty is limited to repairing or replacing, at its option, any seller supplied equipment found defective at seller’s inspection point. This obligation exists only when the user has given seller written notice of any such claimed defect within 15 days of the date of discovery and, in any event, within the time limit of this warranty. Seller shall have the option of requiring the return of the defective part, freight prepaid, to establish the claim.
Under no circumstances shall seller have any liability whatsoever for any consequential, special, indirect, incidental, punitive or exemplary damages, whether or nor advised of the possibility of such damages.

12) LIMITATIONS OF LIABILITY: Notwithstanding any other provision of this order, seller’s maximum liability to buyer shall not exceed the purchase price of this order. Any action against seller under this order or related to its subject matter must be brought within one year after the cause of action accrues. Buyer shall not be entitled to any consequential, special, indirect, incidental, punitive or exemplary damages, whether or nor advised of the possibility of such damages, if seller breaches or otherwise fails to perform any obligations under this order, whether or nor advised of the possibility of such damages.

13) CANCELLATION: The buyer may cancel this order only upon written notice and upon payment to the seller of reasonable and proper cancellation charges as determined by the seller.

14) SELLER’S DATA AND PATENTS: Under no circumstances does this contract grant any license or permit the use or transfer to the buyer of any seller patents, designs, processes, know how, drawings, and/or technical data.

15) TAXES: Any taxes which seller may be required to pay or collect with respect to materials covered herewith shall be for the account of the buyer.

16) APPLICABLE LAW: This contract shall be governed by the laws of the State of New York.

17) ASSIGNMENT: Seller may assign any or all of its rights and responsibilities under this contract, without consent of the buyer.

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