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WEBSITE TERMS OF USE AND SALES TERMS AND CONDITIONS
 
UNIVERSAL OIL, INC.
Last Updated: February 26, 2026
 
THESE WEBSITE TERMS OF USE AND SALES TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BY AND BETWEEN UNIVERSAL OIL, INC., AN OHIO CORPORATION, AND/OR ITS SUBSIDIARIES, AFFILIATES, OR ASSIGNS (“UNIVERSAL OIL”), AND ANY PERSON AND/OR ENTITY (EACH, A “USER”) INDIRECTLY OR DIRECTLY ACCESSING WWW.UNIVERSALOIL.COM, ITS CONTENTS, AND ANY RELATED WEBSITE(S) AND/OR APPLICATION(S) (COLLECTIVELY, THE “SITE”), AND/OR PURCHASING ANY GOOD OR SERVICE ON OR THROUGH THIS SITE. THESE TERMS AND CONDITIONS TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS AND CONDITIONS OF THE USER.  ACCESSING THE SITE AND/OR ANY PURCHASE BY THE USER OF ANY SERVICES AND/OR GOODS SHALL CONSTITUTE ACKNOWLEDGEMENT AND ASSENT BY THE USER TO THESE TERMS AND CONDITIONS. THE USER ACKNOWLEDGES AND AGREES THAT THE USER HAS READ AND UNDERSTANDS THESE TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.  IN THE EVENT OF ANY INCONSISTENCIES BETWEEN ANY UNDERSTANDINGS OR REPRESENTATIONS, ORAL OR WRITTEN, AND/OR ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE AGREEMENT, INVOICE, CREDIT APPLICATION, PURCHASE ORDER, AGREEMENT, AND/OR ANY DOCUMENT(S) ANCILLARY TO THE FOREGOING (COLLECTIVELY, AN “AGREEMENT”), AND THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL CONTROL.  UNIVERSAL OIL AND THE USER EXPRESSLY AGREE THAT UNIVERSAL OIL MAY MODIFY THESE TERMS AND CONDITIONS FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE USER AS OF THE DATE OF SUCH MODIFICATIONS. THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN THE ACCESS AND/OR USE OF THE SITE BY USER AND/OR THE SALE BY UNIVERSAL OIL OF ANY AND ALL GOODS (“GOODS”) AND SERVICES (“SERVICES”) TO THE USER HEREUNDER, ON OR THOUGH THE SITE (EACH A “TRANSACTION”), AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND UNIVERSAL OIL WITH RESPECT THERETO. NO ADDITION OR MODIFICATION TO THESE TERMS AND CONDITIONS WILL BE BINDING ON UNIVERSAL OIL UNLESS AGREED TO IN WRITING SIGNED BY UNIVERSAL OIL.  UNIVERSAL OIL EXPRESSLY OBJECTS TO AND REJECTS OTHER TERMS AND CONDITIONS THAT MAY BE PROPOSED BY USER IN ANY FORM THAT ARE IN ADDITION TO OR OTHERWISE NOT CONSISTENT WITH THE TERMS AND CONDITIONS SET FORTH OR REFERENCED HEREIN.  A USER MAY BE ALTERNATIVELY IDENTIFIED HEREIN OR IN THE AGREEMENT AS THE “CUSTOMER.”
 
User Acknowledgements.  By accessing the Site, the User acknowledges and agrees to the following:
 
USER IS FULLY LIABLE FOR ALL CHARGES RELATED TO THE PURCHASE OF GOODS AND/OR SERVICES.
ANY AND ALL DELIVERY DATES FOR GOODS ARE APPROXIMATE.
 
The Site.  The Site is the exclusive property of Universal Oil. The Site is protected, without limitation, pursuant to U.S. and foreign intellectual property laws, including, without limitation, copyright and trademark laws. Universal Oil hereby grants the User a limited, non-sublicensable right to access and make use of the Site.  The foregoing right is hereby granted to the User only to the extent such User’s indirect or direct use of the Site does not violate these Terms and Conditions. Upon such violation, the foregoing right of access and use shall terminate immediately and without the need for any action on the part of Universal Oil.  The User shall not modify copy, reverse engineer, decompile, create derivative works, distribute, republish, commercially exploit, or upload any of the Site and/or the material on the Site without prior, written consent from Universal Oil. No intellectual property or other rights in and to this Site — other than the limited right to use set forth above — are transferred to the User.  Universal Oil expressly reserves the right, at any time, to change or discontinue any content or feature of the Site or any Services or Goods made available through the Site without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all Users. The User expressly agrees that Universal Oil shall not be liable for any such modification, suspension, or discontinuance of the Site or of any Service, content, feature, or Goods offered through the Site.  
 
MOBILE APPLICATIONS.  Universal Oil may make available software to access the Site via a mobile device (“Mobile Software”). To use the Mobile Software, User must have a mobile device that is compatible with the Mobile Software. Universal Oil does not warrant that the Mobile Software will be compatible with User’s mobile device. Universal Oil hereby grants User a limited, non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for the account owned or leased solely by User, for User’s personal use. User may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar Sites for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. User acknowledges that Universal Oil may, from time to time, issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that User uses on User’s mobile device. User consents to such automatic upgrading on User’s mobile device and agrees that the Terms and Conditions will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Universal Oil or its third-party partners or suppliers retains all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by User to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in the Terms and Conditions, is void. Universal Oil reserves all rights not expressly granted under the Terms and Conditions. The following applies to any Mobile Software User acquires from Google Play, https://play.google.com/intl/en_us/about/play-terms.html, and is incorporated by reference herein. The following applies to any Mobile Software User acquires from the iTunes Store (“iTunes-Sourced Software”): User acknowledges and agrees that the Terms and Conditions are solely between Universal Oil and User, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. User’s use of the iTunes-Sourced Software must comply with the App Store Terms of Site. User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support Sites with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, User may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to User (to the extent applicable); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and Conditions and any law applicable to Universal Oil. User acknowledges that Apple is not responsible for addressing any claims of User or any third party relating to the iTunes-Sourced Software or User’s possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and Conditions and any law applicable to Universal Oil. User acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or User’s possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Universal Oil, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms and Conditions. User and Universal Oil acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms and Conditions as it relates to User’s license of the iTunes-Sourced Software, and that, upon User’s acceptance of the Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms and Conditions as relates to User’s license of the iTunes-Sourced Software against User as a third party beneficiary thereof.
 
SOCIAL NETWORKS.  The Site may include features that operate in conjunction with certain third-party social networking websites that User visits (“Social Network Features”). While the use of the Social Network Features is governed by the Terms and Conditions, User’s access and use of third-party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. It is impossible for Universal Oil to determine in each case whether User’s use of the Social Network Features would cause User to violate or breach the terms of service and/or other agreements posted on these third-party websites. User understands and acknowledges that use of the Social Network Features may cause User to violate or breach the terms of service and other agreements posted on these third-party websites which could result in the termination of User’s account and ability to access these third-party websites and, in some cases, could give rise to liability for damages. USER AGREES THAT USER ALONE IS RESPONSIBLE FOR USE OF THE SOCIAL NETWORK FEATURES AND THAT UNIVERSAL OIL WILL NOT BE LIABLE TO USER OR ANYONE ELSE FOR USER’S VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM USER’S USE OF THE SOCIAL NETWORK FEATURES.
 
ADVERTISEMENTS.  By registering for and using the Site, User accepts that Universal Oil reserves the right to send User advertisements and offers for other products and services via in-app messaging, text message and the email address User provides. To opt-out of all further contact initiated by Universal Oil, email at any time at [email protected].   
 
SITE WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY. UNIVERSAL OIL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE OR ITS CONTENTS, WHICH ARE PROVIDED ON AN “AS-IS, WHERE-IS BASIS.” UNIVERSAL OIL DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND ANY WEBSITE WITH WHICH IT IS LINKED. UNIVERSAL OIL FURTHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES THAT THE SITE WILL MEET A USER’S REQUIREMENTS; THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND/OR ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.  UNIVERSAL OIL IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF COMMUNICATION ON ACCOUNT OF TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S PROPERTY RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB OR IN CONNECTION WITH THE SITE. UNIVERSAL OIL ALSO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES AS TO WHETHER ANY INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE, OR CURRENT. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS, AND OTHER MATERIAL ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY ALL APPLICABLE LAWS, UNIVERSAL OIL AND ITS AFFILIATES, SUBSIDIARIES, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LIABILITIES, LOSSES, AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF UNIVERSAL OIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR ANY WEBSITE WITH WHICH IT IS LINKED. THE USER EXPRESSLY ASSUMES TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS-CHECKING AS THE USER DEEMS NECESSARY.
 
Site Postings.  To the extent that portions of the Site (such as “reviews,” “chat rooms,” or “bulletin boards”) provide Users an opportunity to post and exchange information, ideas, and opinions (“Postings”), USER ACKNOWLEDGES AND IS AWARE THAT UNIVERSAL OIL HAS NO OBLIGATION TO SCREEN, EDIT, OR REVIEW POSTINGS PRIOR TO THEIR APPEARANCE ON THE SITE, and Postings do not necessarily reflect Universal Oil’s views. To the fullest extent permitted by applicable laws, Universal Oil shall in no event have any responsibility or liability for the Postings or for any claims, damages, or losses resulting from their use and/or appearance on the Site.  Universal Oil reserves the right to monitor all Postings and to remove any which Universal Oil considers, in its sole discretion, to be offensive or otherwise not compliant with these Terms and Conditions.  The User hereby represents and warrants, upon adding a Posting to the Site, that he/she/it has all necessary rights in and to all such Postings provided by such User and all material they contain; that such User’s Postings shall not infringe any proprietary or other rights of third parties; that such User’s Postings shall not contain any viruses or other contaminating or destructive devices or features; that such User’s Postings shall not contain any defamatory, indecent, offensive, tortious, or otherwise unlawful material or content; and that such User’s Postings shall not be used to carry out or solicit any unlawful activity and/or be used to make commercial solicitations.  The User hereby authorizes Universal Oil and grants Universal Oil an unlimited, worldwide, perpetual, non-exclusive, assignable, sublicensable, and royalty-free license to use and/or authorize others to use all or part of such User’s Postings in any manner, format, or medium that Universal Oil or such other parties see fit. The User shall have no claim or other recourse against Universal Oil for infringement of any proprietary right in any of the User’s Postings and expressly waives any and all rights related thereto.
 
User Identity.  A User may not create or use an account on the Site for anyone other than such User. A User shall not let others use a User’s account and the User may not share such User’s login information with others. A User shall keep such User’s contact and profile information accurate and current. A User may never use another User’s account without their written permission. A User is solely responsible for the activity that occurs on such User’s account. A User shall notify Universal Oil immediately in writing of any breach of security or unauthorized use of a User’s account. Universal Oil shall not be liable for any losses or damages caused by any unauthorized use of a User’s account.  By providing Universal Oil with an email address the User consents to Universal Oil using the email address to send the User Site-related notices, including any notices required by law, in lieu of communication by postal mail. If a User does not want to receive promotional email messages, such User may opt out by unsubscribing from such email communications from Universal Oil. The User hereby warrants that: all information that such User provides to Universal Oil is true and accurate; the User will not use the Site in violation of any international, Federal, State or local law, rule, ordinance or governmental regulation; and, User will only access the Site on computers and mobile devices for which the User is the authorized owner or has authority to access.
 
Digital Millennium Copyright Act Compliance.  If a User has any copyright concerns about any materials posted on the Site by others, please let Universal Oil know. Universal Oil complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. § 512). Please provide Universal Oil with written notice (“Notice”) by contacting Universal Oil’ Designated Agent at the following address:
 
Universal Oil, Inc.
265 Jefferson Avenue, Cleveland, OH 44113
Email: [email protected]    
 
To be effective, the Notice must include the following:
A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, (“Complaining Party”) of an exclusive right that is allegedly being infringed upon;
Information reasonably sufficient to permit Universal Oil to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address;
Identification of the allegedly infringing material on the Site (“Infringing Material”), and information reasonably sufficient to permit Universal Oil to locate such material on the Site;
Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material”), or, if multiple copyrighted works at a single site are covered by a single Notice, a list of each copyrighted work claimed to have been infringed (User shall be specific as to which Infringing Material is infringing on which Infringed Material);
A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the Notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
 
Minors.  The Site is intended for persons having the legal capacity to be bound by these Terms and Conditions. By using the Site, the User represents and warrants that (i) such User is at least 18 years of age; and, (ii) that such User have the right, authority, and capacity to accept these Terms and Conditions and abide by all of the provisions set forth herein. Children younger than 18 years of age may not use the Site under any circumstances. 
 
Purchase of Services and/or Goods from Universal Oil.  A User may order Services and/or Goods pursuant to these Terms and Conditions by accessing the Site and specifying the specific Services and/or Goods being ordered, the quantity, and delivery address.  For such orders, Universal Oil may use email confirmation, separate purchase orders or other applicable documentation that may be negotiated between a User and Universal Oil, however, any and all such transactions shall be governed by these Terms and Conditions.  All orders are subject to acceptance by Universal Oil’s authorized representative, and the order shall be effective only when payment is made in full to Universal Oil and accepted by Universal Oil in writing (which may be communicated immediately via the Site and/or by email). No order can be validly accepted orally.  Universal Oil shall provide User with the Services and/or Goods for the prices set forth on the Site as of the date and time such order is accepted by Universal Oil.  
 
Payment for Goods and/or Services Sold by Universal Oil.  All payments shall be in legal tender of the United States of America. In the event User fails to make payment in full within the time period set forth on the Agreement, or within the time period expressly agreed upon in writing by the parties, such failure to pay on time constitutes a material breach of contract by User and permits Universal Oil to suspend further delivery under any contract between User and Universal Oil. If Universal Oil has to take any legal action(s) to collect any amount due hereunder, User shall pay all court costs, legal expenses and reasonable attorneys’ fees incurred by Universal Oil in bringing and/or prosecuting such action(s).  Universal Oil shall have a purchase money security interest in all Goods in order to secure payment of all amounts due to Universal Oil from User and Universal Oil shall have the right to file UCC financing statements in order to perfect such security interest and to exercise all rights of a secured party under the Uniform Commercial Code, as adopted in the State of Ohio, upon the failure by User to pay when due all sums owing to Universal Oil. User shall have no right, unless specifically authorized in writing by Universal Oil, to assert any right of offset or setoff or credit toward the payment of any monies that may become due User under any Agreement any amounts which may now or hereafter be owed to Universal Oil. 
 
Shipping, Taxes and Other Charges. In addition to the amounts payable for Goods and/or Services, User shall be solely liable and responsible for any and all shipping costs and applicable sales and use taxes, customs, duties, and tariffs on and/or associated with the Goods and/or Services imposed on Universal Oil at any time upon the sale and/or shipment and/or provision of the Goods and/or Services, now imposed by international, federal, state, municipal and/or any other governmental authorities or becoming effective for or during the duration of the transactions contemplated herein.  Universal Oil, in its sole discretion, shall ship all products (to the extent applicable) via Universal Oil’s preferred carrier.  All Goods shall be shipped FOB Point of Shipment.   Title and risk of loss pass to User upon delivery to a carrier. User agrees that the delivery dates are estimates only and may be changed. Universal Oil will use commercially reasonable efforts to cause Goods to be shipped and/or Services provided in accordance with the delivery dates. However, Universal Oil shall not be liable for failure to ship the Goods or provide the Services as estimated.
 
Order Modification; Cancellation.  User shall not modify, terminate, cancel, or otherwise alter orders, or defer shipment, after acceptance of the order from Universal Oil without the prior written consent of Universal Oil, which may be denied, withheld, or conditioned in Universal Oil’ sole discretion.  User’s wrongful rejection of Services and/or Goods shall entitle Universal Oil to recover, in addition to any incidental damages caused by User’s wrongful rejection, cancellation or repudiation, damages equal to the profit (including reasonable overhead) which Universal Oil would have realized had User fully performed, plus Universal Oil’s costs and expenses incurred prior to receipt by Universal Oil of notice of cancellation by User.  Any written acceptance of modification, termination, and/or cancellation of an order by Universal Oil shall be subject to conditions which shall indemnify Universal Oil against liability and expense incurred and commitments made by Universal Oil and which shall provide for a fifteen percent (15%) cancellation fee, profit on work in process and contract value of Services completed and/or products or Goods completed and ready for shipment.  In the event User fails to timely make payment to Universal Oil of any amounts due and owing to Universal Oil (including any applicable surcharge, tax, or freight charge), Universal Oil shall have the right to terminate any User order or any unfulfilled portion thereof.  Universal Oil shall have the right to employ an attorney to collect the balance due, and User agrees to pay all collection costs incurred by Universal Oil, including its reasonable attorney’s fees.
 
Delay.  Universal Oil will not be liable and expressly disclaims any and all liability for any delay in performance and/or delivery of Services and/or Goods, or for any damages suffered by User by reason of delay.  Delay in delivery shall not constitute nor justify User’s cancellation of the Agreement nor shall it effect or alter any other portion or section of these Terms and Conditions.  Acceptance of Services and/or Goods upon delivery shall constitute a wavier by User of any claim for damages on account of non-shipment or delays in delivery or performance. In the event delay is caused by User’s failure to furnish necessary information to Universal Oil, Universal Oil may extend the date of shipment for a reasonable time in proportion to the period of User’s delay.  
 
Inspections.  User shall inspect any Goods and/or Services within TWENTY-FOUR (24) HOURS after delivery such Goods to their shipping destination and/or upon completion of the Services.  User shall notify Universal Oil in writing within such twenty-four (24) hour period of any material defects.  If the defective Goods are covered under warranty by the manufacturer of such Goods, then User shall, at User’s sole cost and expense, follow such manufacturer’s return/replacement policy with respect to any such defective Goods.  User acknowledges and agrees that, in the event User seeks any type of refund, replacement, and/or the like, User shall seek such refund, replacement, and/or the like directly from the manufacturer of the Goods.  Universal Oil shall not be under any obligation to replace/return any defective Goods or deal with the manufacturer of such Goods with respect to any such defective Goods.  User’s failure to notify Universal Oil within such twenty-four (24) hour period of any alleged nonconformity of the Goods, or any commingling of such Goods shall constitute an acknowledgement by User that the Goods delivered conform and shall constitute an immediate and irrevocable acceptance of such Goods by User and any claim by User with respect to the foregoing is automatically and irrevocably waived.  In the event User refuses to receive Goods delivered hereunder, Universal Oil may exercise any or all of the remedies afforded to Universal Oil by Ohio Revised Code Chapter 1302 et seq.  Universal Oil shall have no obligation to hold or resell such Goods for User’s account.
 
Returns.  All returns to Universal Oil of any nonconforming Goods shall be in writing (which may be communicated by email) and shall, to the extent applicable, include User’s purchase order number, Universal Oil’s order number, Universal Oil’s invoice number, and reasonably state the basis for such return.  No claim, return or replacement shall be allowed in respect of any Goods which have been altered, commingled, misused, neglected, damaged, or stored in any manner other than as instructed by Universal Oil that adversely affects it after delivery by Universal Oil.  All custom or non-standard items, if any (for example, design changes, special packaging and items not catalogued, listed, or priced) shall be ordered from Universal Oil by User and supplied to User by Universal Oil only on a non-cancellable and non-returnable basis. 
 
Security.  To secure payment and performance obligations hereunder, User hereby expressly grants Universal Oil a continuing security interest in any and all current and future Goods of the User in possession of Universal Oil and in all other property of User, now or hereinafter in Universal Oil’s possession, while any amount due from User to Universal Oil remains unpaid and while any obligation of User hereunder remains outstanding. User irrevocably authorizes Universal Oil to file with appropriate governmental authorities any and all UCC financing statements as required by applicable law.
 
SERVICES AND GOODS WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY.  UNIVERSAL OIL EXPRESSLY DISCLAIMS ALL AND MAKES NO WARRANTIES WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT.  ANY GOODS PURCHASED AND/OR SERVICES PROVIDED BY UNIVERSAL OIL ON BEHALF OF AND/OR TO USER IS PURCHASED AND/OR PROVIDED ON AN “AS IS” BASIS AND UNIVERSAL OIL MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH GOODS AND/OR SERVICES.  UNIVERSAL OIL HAS NO AND EXPRESSLY DISCLAIMS ANY DUTY TO VERIFY MANUFACTURER AND/OR THIRD-PARTY INFORMATION AND USER HEREBY ACKNOWLEDGES AND AGREES THAT ANY RELIANCE BY USER ON MANUFACTURER AND/OR THIRD-PARTY INFORMATION SHALL BE AT USER’S SOLE RISK AND LIABILITY.  UNIVERSAL OIL SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON/ENTITY, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LOSSES, JUDGMENTS, DAMAGES, LIABILITIES OR OBLIGATIONS, OF ANY KIND OR NATURE, ARISING IN ANY MANNER FROM OR IN CONNECTION WITH ANY TRANSACTION AND/OR THE GOODS AND/OR SERVICES.  UNIVERSAL OIL SHALL NOT BE LIABLE FOR AND DISCLAIMS ANY AND ALL LOST PROFITS AND ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER ARISING OUT OF ANY TRANSACTION, THE GOODS AND/OR SERVICES, OR THE PERFORMANCE BY UNIVERSAL OIL UNDER THESE TERMS AND CONDITIONS.  IN THE EVENT OF TERMINATION OR CANCELLATION OF A TRANSACTION BY UNIVERSAL OIL FOR ANY REASON, UNIVERSAL OIL SHALL NOT BE LIABLE TO USER FOR COMPENSATION, INDEMNIFICATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF ANY LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE IN CONNECTION WITH A TRANSACTION OR THE ANTICIPATION OF EXTENDED PERFORMANCE THEREUNDER.  IN NO EVENT SHALL UNIVERSAL OIL HAVE ANY LIABILITY FOR DELAYS IN SHIPMENTS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH CLAIM IS BROUGHT IN TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER THEORY OF LAW OR EQUITY.
 
Intellectual Property.  User shall have no rights with respect to any of Universal Oil’s existing or subsequently-acquired or developed Intellectual Property, as defined below, rights or trade secrets or confidential information of Universal Oil, and User hereby acknowledges that it shall not acquire any rights in respect thereof and that all such trade secrets and confidential information are and shall remain vested in or controlled by Universal Oil.  “Intellectual Property” for purposes of these Terms and Conditions means (i) patents, patent applications, provisional applications, patent disclosures, including all ideas, inventions and improvements disclosed therein, and all reissues, continuations, continuations in part, divisions and reexaminations thereof; (ii) trademarks, service marks, trade names, trade dress, logos, slogans, domain names, including all goodwill appurtenant thereto, and all registrations and applications for registrations thereof and all renewals and extensions thereof; (iii) copyrights and mask works and all registrations and applications for registration thereof; (iv) computer software, software applications and platforms, websites, disks, disk drives, data, data bases and user documentation and audio visuals, domain names, and text materials; (v) all trade secrets, research and development materials, processes, procedures, know how, ideas discoveries, inventions, customer lists, supplier lists, formulas, drawings and designs, technical data, marketing, financial and business plans; (vi) advertising materials currently or in the future utilized by the Universal Oil; and (vii) copies and tangible embodiments thereof (in whatever form or medium), and related documentation and goodwill.  User acknowledges and agrees that Universal Oil owns the exclusive right, title, and interest and into all of Universal Oil’s Intellectual Property.  User shall not at any time do or permit to be done any act or thing which impairs or may impair the rights of Universal Oil with respect to Universal Oil’s Intellectual Property. User will never represent that it has any ownership in any of Universal Oil’s Intellectual Property.  User expressly agrees that all of the use and good will of the Intellectual Property shall accrue to the sole benefit of Universal Oil.  
 
Indemnification.  User shall indemnify, defend and hold harmless Universal Oil and its affiliates, members, investors, managers, officers, employees, representatives, and their successors in interest and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorney’s fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of (i) any act or omission of the User; (ii) a breach by User of any representation, warranty, and/or obligation with any Indemnified Party; (iii) failure by User to pay any and all applicable taxes, customs, duties, tariffs, and the like arising from the Transactions set forth in these Terms and Conditions; (iv) any and all corrupt data, viruses, malware, or security breaches directly or indirectly introduced by the User; (v) a violation by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable) of any applicable law, regulation, or order of the United States or any other applicable government or quasi-governmental authority; (vi) use of the Site by User  (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable); and/or (vii) any ownership or operation of the Goods and/or Services by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable). The indemnification obligations under this Section shall continue indefinitely.
 
No Restrictions against Universal Oil.  User hereby acknowledges and agrees that Universal Oil may sell any inventory, Services, Goods, equipment, machinery, or other products, whether covered under these Terms and Conditions or not, to any party pursuant to any terms and conditions agreed to by Universal Oil and nothing in these Terms and Conditions shall restrict Universal Oil from the same. 
 
Independent Contractor.  The parties agree that for all intents and purposes, Universal Oil is an independent contractor and nothing set forth herein shall be construed as creating any partnership, joint venture, agency, or employment relationship whatsoever between User and Universal Oil. 
 
Termination; Suspension.  Universal Oil, in its sole discretion and upon written notice to the User, may immediately terminate any Transaction or suspend its performance until such time as Universal Oil has received full payment for any Services and/or Goods already delivered or in process and is satisfied (in Universal Oil’ sole discretion) as to User’s credit for future deliveries of Services and/or Goods and its performance hereunder.  If Universal Oil suspends performance and later continues its performance, Universal Oil shall be entitled to such extension of time for performance as is necessitated by the suspension.  Termination or suspension of performance by Universal Oil shall not relieve User of its obligations to make payments on a timely basis.  Payments, whether full or partial, received from or for the account of User, regardless of writings, legends, or notation upon such payments, or regardless of other writings, statements, or documents, shall be applied by Universal Oil against any amount owing by User with full reservation of all Universal Oil’s rights, without an accord and satisfaction of User’s liability.  Unpaid balances will be subject to a finance charge of two percent (2%) per month (24% annually) until all unpaid balances are paid in full.  
 
Consequences of Termination or Suspension.  Termination or suspension of a Transaction by Universal Oil in accordance with the foregoing provisions will not affect (i) the rights and obligations of the parties with respect to amounts due and owed by User to Universal Oil prior to the effective date of the termination, (ii) the rights and obligations of the parties with respect to intellectual property rights, indemnification, confidentiality, and governing law of the parties as set forth herein, or (iii) terminate liabilities arising out of conduct of User prior to the actual date of termination.  Otherwise, all rights and obligations of the parties to a specific Transaction shall cease to exist upon termination of such Transaction.  In the event any amount due from User to Universal Oil remains unpaid upon termination of a Transaction, User irrevocably authorizes Universal Oil to sell any and all Goods of the User in possession of or manufactured by Universal Oil and in all other property of User in Universal Oil’s possession anywhere in the world, by any and all methods, manners and media, including, without limitation, by digital marketing and internet sales.  User acknowledges and agrees that Universal Oil and/or Universal Oil’ affiliates or representatives may sell such Goods and property of the User in accordance with terms and conditions as Universal Oil determines from time to time in its sole discretion, including, without limitation, purchase price, payment terms, and/or shipping terms.  Universal Oil is irrevocably authorized to bill, invoice and collect all sales proceeds from the sale of such Goods and property of the User by Universal Oil, its affiliates, and representatives.  Upon satisfying any and all amounts due and owed to Universal Oil by User, including costs and expenses incurred in selling such Goods and property and collecting upon such sales, Universal Oil shall pay the excess proceeds, if any, to User.
 
Termination Not Exclusive Remedy.  Any remedy provided to Universal Oil shall not be construed to be an exclusive remedy and shall not deprive Universal Oil of its ability to pursue other available remedies. The parties agree that Universal Oil’ damages in the event of termination would be difficult or impossible to ascertain and, therefore, any early cancellation or termination charges invoiced to User by Universal Oil are intended to serve as liquidated damages rather than penalties.
 
Force Majeure. Universal Oil shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any event beyond its control, including, without limitation, acts or omissions of any manufacturer, accident, fire, actual or threatened strike or riot, explosion, mechanical breakdown (including technological or information systems), plant shutdown, unavailability of or interference with necessary transportation, any raw material or power shortage, compliance with any law, regulation or order, acts of God or public enemy, prior orders from others, or limitations on Universal Oil’s or a manufacturer’s products or marketing activities or any other cause or contingency beyond Universal Oil’s direct control. The time for performance shall be extended for a period equivalent to the delay. If, by reason of any of the foregoing events, Universal Oil’s supply of the Goods shall be insufficient to meet all requirements, including its own, Universal Oil shall have the right, at its option, and without liability, to allocate its available supply of Goods among its present and future Users in such a manner as Universal Oil deems equitable.  
 
Assignment.  The rights under these Terms and Conditions are not assignable nor are the duties delegable by User without the written consent of Universal Oil first having been obtained, and any attempted assignment or delegation without such consent will be null and void.  Nothing contained in these Terms and Conditions is intended to convey upon any person or entity, other than the parties and their successors in interest and permitted assigns, any rights or remedies under or by reason of these Terms and Conditions unless expressly stated.  All covenants, agreements, representations, and warranties of the parties contained in these Terms and Conditions are binding on and will inure to the benefit of User and Universal Oil, respectively, and their respective successors and permitted assigns.   
 
Captions and Section Headings.  Captions and section headings are for convenience only, are not a part of these Terms and Conditions and may not be used in construing them.
 
Waiver of Terms and Conditions. The failure of Universal Oil in any one or more instances to insist upon performance of any of the terms and conditions contained herein, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any Universal Oil’s rights or privileges hereunder.
 
Governing Law; Venue. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio, including its provisions of the Uniform Commercial Code, without regard to choice or conflicts of law principles.  These Terms and Conditions shall be deemed to have been entered into at Cleveland, Ohio, U.S.A., regardless of the place or places of business of the User. 
 
Exclusive Jurisdiction.  THE USER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY OHIO STATE COURT OR FEDERAL COURT SITTING IN CUYAHOGA COUNTY, OHIO, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SITE AND THESE TERMS AND CONDITIONS.  THE USER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  Notwithstanding the foregoing, in the event User’s primary place of business is located within the People’s Republic of China (each, a “Chinese Customer”), all disputes, controversies, or differences which may arise between Universal Oil and a Chinese Customer, out of or in relation to or in connection with these Terms and Conditions or for the breach of the foregoing, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The language of the arbitration shall be English.  The situs for such arbitration shall be Hong Kong, China.  The arbitrator shall apply the laws of the State of Ohio, USA to the merits of the dispute.  The award rendered by the arbitrator shall be final and binding upon both Universal Oil and Chinese Customer and may be enforced in any court of competent jurisdiction.  The parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
 
International Transactions.  All payments, including for any international transactions, will be made in U.S. dollars unless otherwise agreed to by Universal Oil, and User will be responsible for any currency conversion charges. User will, at User’s expense, obtain all export and import licenses, permits and clearances required by applicable laws, regulations, ordinances, and the like in respect of the Products.
 
Limitation on Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
 
Export Regulations.  User acknowledges that certain Goods sold by Universal Oil hereunder and any documentation and other technology of Universal Oil may be subject to application export control and sanction laws, regulations, and orders.  User certifies, represents, and warrants that it is in compliance and shall take all necessary acts to remain in compliance with all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions and regulations maintained by OFAC (defined below), and the International Traffic in Arms Regulations maintained by the U.S. Department of State.  User hereby agrees to defend, indemnify and hold Universal Oil harmless from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.
 
FCPA; Anti-Bribery.  In carrying out its responsibilities hereunder and in any Transaction, User shall comply with all applicable anti-bribery laws including, but not limited to, the U.S. Foreign Corrupt Practices Act, as revised (“FCPA”), and the Organization for Economic Cooperation and Development Anti-Bribery Convention, as implemented in the territory.  User understands that the FCPA generally prohibits the promise, payment or giving of anything of value either directly or indirectly to any government official for the purpose of obtaining or retaining business or any improper advantage. For purposes of this section, “government official” means any official, officer, representative, or employee of any non-U.S. government department, agency, or instrumentality (including any government-owned or controlled commercial enterprise), or any official of a public international organization or political party or candidate for political office.  User represents and warrants that, in the performance of these Terms and Conditions and in connection with any Transaction, (i) neither it nor any of its representatives are governmental employees or officials or candidates for political office and User will advise Universal Oil of any change in such representation; (ii) User and its representatives have not and will not make, offer, or agree to offer anything of value to any government official, political party, or candidate for office; (iii) User will comply with all provisions of the FCPA and the regulations thereunder as amended from time to time; and (iv) User agrees to indemnify, defend, and hold Universal Oil harmless for damages and expenses resulting from a violation of the foregoing by User or its representatives.
 
OFAC.  Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), User may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time.  User certifies, represents and warrants to Universal Oil that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. User hereby agrees to defend, indemnify and hold Universal Oil harmless from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.
 
For questions or feedback about these Terms and Conditions, please contact Universal Oil at:
 
Universal Oil, Inc.
265 Jefferson Avenue, Cleveland, OH 44113
Email: [email protected]