Terms &
Conditions

Applicability

These Standard Terms and Conditions of Sale ("Terms") exclusively govern the sale of energy, fuel, and chemical industry products and related services ("Products") by Truth Global Industries (“Seller”) to its customers (“Buyer”). Unless specifically agreed in a separate written agreement duly executed by both Seller and Buyer, these Terms, along with any related order confirmation or invoice, constitute the entire Agreement between the parties. This Agreement supersedes all prior or contemporary understandings, agreements, negotiations, representations, warranties, and communications, both in written and oral form. These Terms take precedence over any general terms and conditions of purchase of the Buyer, irrespective of whether or when the Buyer has submitted its purchase order or such terms. Execution of Buyer's order by Seller does not imply acceptance of any of Buyer's terms and conditions and shall not be construed to modify or amend these Terms. In instances where any provisions of these Terms may conflict with any provisions outlined in the main body of this Agreement, the provisions in this Agreement shall prevail.

Confidentiality

Any party receiving confidential information (the "Recipient") shall maintain the confidentiality of all information provided by the other party (the "Disclosing Party"), which is not publicly available, in relation to this Agreement. This includes, but is not limited to, pricing, commercial terms, product specifications, technical data, business strategies, sales information, or statements of work (collectively referred to as "Confidential Information"). The Recipient agrees to:

• Use the Confidential Information solely for fulfilling its obligations under this Agreement.

• Restrict the disclosure of Confidential Information to those employees who need to know such information for the execution of this Agreement, unless prior written consent is obtained from the Disclosing Party for other uses or disclosures.

Upon the request of the Disclosing Party, or upon the expiration, termination, or cancellation of this Agreement, the Recipient shall promptly return all provided documents, destroy any reproduced copies, and submit a written confirmation to the Disclosing Party verifying such destruction. Furthermore, the purchase of the Seller’s Products does not grant the Buyer the right to use the Seller’s name or make reference to the Seller in any public or private releases, nor shall the Buyer disclose or use any specifications, data, or information related to this Agreement in any advertisements or publications without the prior written consent of Truth Global Industries.

Substitution of Product

Truth Global Industries, as the Seller, reserves the right to supply the Buyer with energy, oil & gas, fuel, and/or chemical products from alternative sources if necessary. This substitution can be executed upon providing thirty (30) calendar days of written notice to the Buyer. Such substitutions will maintain equivalent quality and performance standards, ensuring that the integrity, specifications, and compliance of the Products are upheld in accordance with industry norms and the Buyer’s specific requirements.

Terms of Payment

Unless specifically agreed upon within any applicable Agreement between the Buyer and Truth Global Industries (the “Seller”), the standard payment terms are net cash [30 days or less] from the date of the invoice, contingent upon the Buyer's ongoing compliance with Frondeur Industries' normal credit standards. Payment terms shall be as indicated on Truth Global Industries' invoice or as mutually agreed upon by the parties in a written contract and are subject to modification by Truth Global Industries in a similar manner as price changes.

All payments shall be made free of exchange or other charges in U.S. funds, primarily through wire transfer to the location specified by Truth Global Industries. In cases of late payment, a charge of 1.5% per month (18 percent per annum) or the highest rate permissible under applicable law, whichever is lower, will be applied to the unpaid balance of all past-due accounts. If this rate exceeds the maximum allowable rate, then the maximum lawful rate will be applied.

Truth Global Industries maintains a purchase money security interest under the Uniform Commercial Code in each state where performance occurs in the products sold until full payment has been received. The Buyer agrees to execute any financing statements and other documents as required by Truth Global Industries to perfect its security interest.

Excuse of Performance

Neither party shall be held liable for any delay or failure in performance resulting from events beyond their reasonable control, including but not limited to, acts of God, fires, floods, wars, government actions, accidents, labor issues, shortages, or the inability to obtain utilities, supplies, materials, or equipment. Quantities affected by such events may be eliminated from this Agreement at the discretion of the affected party, without incurring any liability.

Truth Global Industries, as the Seller, may allocate its available supply among its purchasers, including its own internal divisions, while ensuring this Agreement remains otherwise unaffected. Truth Global Industries is not obligated to source Products for delivery under this Agreement from any other sources than its designated or, if not expressly designated, its usual, customary, and/or most recent sources of supply.

Financial Responsibility

Should there be any occasion where the financial standing of the Buyer becomes unsatisfactory to Truth Global Industries, the Seller reserves the right to demand cash payments or satisfactory security for future shipments or deliveries. This condition can be enforced without impacting the Buyer’s existing obligations to receive and pay for the specified quantity of Products as outlined in this Agreement.

Additional Charges

The Buyer is responsible for the payment of all applicable taxes, charges, or duties imposed by relevant government authorities related to the purchase of energy, oil & gas, fuel, and chemical products from Truth Global Industries. This includes, but is not limited to, environmental levies, fuel taxes, and any other statutory charges that may apply to the transaction under prevailing laws and regulations.

Shipment & Risk of Loss

Title and risk of loss for the purchased energy, oil & gas, fuel, and chemical products shall transfer from Truth Global Industries (the Seller) to the Buyer upon delivery to the specified delivery point as per the Incoterm® outlined in this Agreement. All duties, taxes (including value-added taxes), and other official charges due upon importation, as well as any other applicable charges related to the shipment of these products, are the responsibility of the Buyer. It is the Buyer's duty to ensure compliance with all import regulations and to bear any associated costs.

Warranties, Limitation of Liability

Truth Global Industries, as the Seller, warrants to the Buyer that at the time of delivery, the energy, oil & gas, fuel, and chemical products are free from lawful liens and encumbrances. 

THIS CONSTITUTES THE SOLE WARRANTY PROVIDED AND SUPERSEDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The liability of Truth Global Industries and the Buyer's exclusive remedy for any cause of action is expressly limited to the purchase price of the specific Product related to the claim. The Buyer is not entitled to offset any claim amount against the prices invoiced by Truth Global Industries without the Seller's written consent. Neither party shall be liable to the other for any incidental, indirect, consequential, special, or punitive damages, including but not limited to business interruption, loss of use, revenue, or profits, regardless of the basis of liability, whether in contract, warranty, tort, or otherwise.

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This limitation does not affect the obligations of the parties under this Agreement to indemnify each other against third-party claims. It is explicitly understood that this Agreement does not create any rights or benefits for third-party beneficiaries.

Indemnity

Each party (referred to as the “Indemnitor”) agrees to indemnify and hold harmless the other party (including its affiliates, and their respective employees and representatives) from and against any and all third-party claims for damages, losses, fines, expenses, or costs of any kind, including reasonable attorneys’ fees (collectively, “Claim”), arising out of the Indemnitor’s negligence or other tortious actions. However, the Indemnitor is not obliged to indemnify for any portion of a Claim resulting from the negligence or other tortious fault of the other party (the “Indemnitee”), or if the Indemnitor acted based on the express written approval, acceptance, or instructions of the Indemnitee concerning the act or omission leading to the Claim.

The Indemnitee shall promptly notify the Indemnitor in writing of any third-party Claim potentially warranting indemnity, with the understanding that failure to provide timely notice shall not relieve the Indemnitor of its indemnification obligations unless such delay prejudices the Indemnitor. Each party agrees to name the other as an additional insured concerning the obligations under this Agreement.

The Buyer specifically agrees to indemnify, defend, and hold Truth Global Industries harmless from any claims resulting from the marks, graphics, patent numbers, references, and other designs or markings that Truth Global Industries prints on the Products at the Buyer's instruction, particularly concerning intellectual property rights or any other claims related to such printed content.

Termination

In addition to any termination rights outlined in this Agreement, either Truth Global Industries or the Buyer may terminate this Agreement in the event of a failure by the other party to rectify any breach of any covenant or obligation within this Agreement. Such rectification must occur within thirty (30) calendar days following the receipt of written notice of such breach. However, the following conditions apply:

1. No notice or opportunity to cure is required for the Buyer’s obligation to promptly pay invoices as per the agreed terms.

2. Regarding warranty claims related to the Products, the procedure outlined in the warranty provision of this Agreement shall prevail.

This Agreement shall terminate immediately and automatically in the event that either party files a voluntary petition for bankruptcy, enters into an arrangement with its creditors, seeks or agrees to the appointment of a bankruptcy or insolvency trustee, or if an order is issued adjudicating the party as bankrupt or insolvent.

Waiver, Severability

The failure of either Truth Global Industries or the Buyer to enforce strict compliance with any provision of this Agreement or to assert any rights herein on any occasion or series of occasions shall not be construed as a waiver or relinquishment of those provisions or rights. Such failure to enforce shall not affect the validity of this Agreement or any part thereof or the right of either party to enforce any provision at a later time.

Should any term or provision of this Agreement be deemed invalid, illegal, or unenforceable in any jurisdiction, such occurrence will not impact the validity or enforceability of the remaining terms and provisions of this Agreement nor the validity or enforceability of the affected term or provision in any other jurisdiction. This Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained within it, provided that such provision shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

Assignment

This Agreement, or any rights or obligations herein, may not be assigned or transferred, either in whole or in part, by either Truth Global Industries or the Buyer, without the express prior written consent of the other party. For the purposes of this provision, any transaction resulting in a change of ownership of a majority of the voting shares, or a change in the majority of the board of directors of either party, will be considered as an assignment. This clause ensures that the integrity and continuity of the Agreement are maintained in the event of significant corporate restructuring or change in control.

Compliance & Governing Law

Both Truth Global Industries and the Buyer commit to adhering to all applicable laws, regulations, and ordinances, and will maintain all necessary licenses, permissions, authorizations, consents, and permits required to fulfill their respective obligations under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.

All notices under this Agreement are considered sufficiently served when sent via U.S. mail to the respective party at their primary place of business. For Truth Global Industries, notices should be addressed to:

6700 Woodlands Pkwy

Suite 230 #468

The Woodlands, TX 77382

Modification

Any amendments or modifications to this Agreement are valid only if they are in writing and duly signed by authorized representatives of both Truth Global Industries and the Buyer. Such modifications must be expressly agreed upon and documented, ensuring that both parties acknowledge and consent to the changes in the terms of this Agreement.

Resolution of Disputes

In the event of any breach or disagreement regarding the interpretation of this Agreement, Truth Global Industries and the Buyer agree to promptly engage in good faith efforts to resolve the dispute amicably. Should the dispute remain unresolved within thirty (30) calendar days following written notification by one party to the other of the dispute's existence, the matter shall then be resolved through arbitration. This arbitration will be conducted in accordance with the rules of the American Arbitration Association, subject to any modifications mutually agreed upon by the parties in writing.

Notably, claims related to the non-payment of invoices for Products supplied under this Agreement are explicitly excluded from this arbitration process and may be pursued through alternative legal remedies.