OnlyOnClick
Published: December'22
By using OnlyOnClick (‘Site’) you agree to these terms and conditions, privacy policy, returns and refund policy of the Site. Please read the Terms and Conditions carefully before using OnlyOnClick.Who are we?
Welcome to OnlyOnClick also hereby known as “we", "us" or "OnlyOnClick.". We are an online marketplace and these are the terms and conditions governing your access and use of OnlyOnClick along with its related sub-domains, sites, mobile app, services and tools (the "Site"). By using the Site, you hereby accept these terms and conditions (including the linked information herein) and represent that you agree to comply with these terms and conditions (the "User Agreement"). This User Agreement is deemed effective upon your use of the Site which signifies your acceptance of these terms. If you do not agree to be bound by this User Agreement please do not access, register with or use this Site.
The Site reserves the right to change, modify, add, or remove portions of these Terms and Conditions at any time without any prior notification. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions regularly for updates. Your continued use of the Site following the posting of changes to Terms and Conditions of use constitutes your acceptance of those changes.
How to contact us?
For customer support, you may reach out to us via email or through our in-app customer support chat feature.
CONDITIONS OF USE
APPLICABILITY
a. All sales of goods and services by a vendor (“Vendor”) to OnlyOnClick Drilling Technologies, L.P. and each of its parents, affiliates and subsidiaries (“OnlyOnClick”) are subject to these standard terms and conditions of purchase (these “Terms”). Any accompanying purchase order (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Terms and conditions of Vendor (whether contained in a purchase order confirmation or otherwise) that are in any way in conflict or inconsistent with or different or in addition to
this Agreement (whether communicated orally or contained in a sales confirmation, delivery ticket, invoice or other written correspondence) shall not be binding on OnlyOnClick and are rejected and shall not be considered applicable to any purchase of goods or services by OnlyOnClick unless expressly agreed to in writing by OnlyOnClick. The supply of goods or services to OnlyOnClick pursuant to any purchase order or similar order of goods or services by OnlyOnClick shall be conclusive evidence of Vendor’s approval of and consent to this Agreement.
b. This Agreement shall prevail over any of Vendor’s general terms and conditions of sale regardless whether or when Vendor has submitted its sales confirmation or such terms. This Agreement expressly limits Vendor’s acceptance to the terms of this Agreement. Fulfillment of the Purchase Order constitutes acceptance of this Agreement.
PRICES
The price of the goods and services is the price stated in the Purchase Order (the “Price”). If no price is included in the Purchase Order, the Price shall be the price set out in Vendor’s published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties, and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of OnlyOnClick.
DELIVERY OF GOODS AND PERFORMANCE OF SERVICES
a. Vendor shall deliver goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If Vendor fails to deliver the goods in full on the Delivery Date, OnlyOnClick may terminate this Agreement immediately by providing written notice to Vendor and Vendor shall indemnify OnlyOnClick against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor’s failure to deliver the Goods on the Delivery Date. OnlyOnClick has the right to return any Goods delivered prior to the Delivery Date at Vendor’s expense and Vendor shall redeliver
such Goods on the Delivery Date.
b. Vendor shall deliver all goods to the address specified in the Purchase Order (the “Delivery Point”) during OnlyOnClick’s normal business hours or as otherwise instructed by OnlyonClick . Vendor shall pack all goods for shipment according to OnlyOnClick’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Vendor must provide OnlyOnClick prior written notice if it requires OnlyOnClick to return any packaging material. Any return of such packaging material shall be made at Vendor’s risk of loss and expense.
c. Vendor shall provide services to OnlyOnClick as described and in accordance with the schedule set forth in the Purchase Order and in accordance with these Terms.
d. Vendor acknowledges that time is of the essence with respect to Vendor’s obligations hereunder and the timely delivery of goods and services, including all performance dates, timetables, project milestones and other requirements set forth in the Purchase Order.
e. The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence and any other documents pertaining to the Purchase Order.
SAFETY
Seller shall be solely responsible for the conduct, health, and safety of its agents, contractors, employees, Subcontractors and subordinates and shall exercise all reasonable precautions, including those prescribed by Buyer, to avoid injury to persons, and damage to property in the performance under this Agreement. Seller will comply with all applicable federal, state, and local safety laws, regulations and policies, including training, posting, inspection, and reporting requirements.
TITLE AND RISK OF LOSS
Title and risk of loss passes to OnlyOnClick alter upon acceptance of the goods at the Delivery Point.
CONFIDENTIALITY
1. Seller agrees that it and its Representatives will not disclose Buyer’s Confidential Information to any third party and will use such Confidential Information solely for the purposes of Seller’s performance under the Agreement and shall hold such information in strictest confidence and not disclose such information to third parties without the prior, written consent of Buyer; provided, however, Seller may disclose the Confidential Information only to Seller’s officers, directors, employees, or Subcontractors who need to know such Confidential Information in order to evaluate or perform the obligations under this Agreement (“Representatives”), provided that such Representatives (other than Seller’s own employees) have first executed a written confidentiality agreement agreeing to protect the Confidential Information to the same extent as if they were the Seller. Seller understands that Buyer’s sharing of the Confidential Information with Seller does not, and shall not be construed to, grant Seller any license or right of any nature with respect to any Confidential Information, materials, software, or other tools made available to Seller, and that all such information is subject to the intellectual property rights provisions contained herein.
2. The Seller agrees that within fifteen (15) business days after the earlier of the Buyer’s request (“Destruction Request”) or termination/expiration of the Agreement, all copies of the Confidential Information in any form whatsoever, (except that portion of Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for Seller or its Representatives (“Analyses”) will be returned to the Buyer or, if requested by Buyer, destroyed and the Seller will, upon request, cause one of its Representatives to verify such return or destruction; provided, however, that the Seller may retain a copy of the Buyer’s Confidential Information for legal archival or electronic back-up purposes, which copy or back-up shall be maintained in accordance with the provisions of this Agreement. Analyses may also be held by the Seller and kept subject to the terms of this Agreement, or destroyed.
NETWORK INTEGRITY
Seller shall ensure that no forms of harmful surreptitious code or other contaminants, including but not limited to viruses, malware, commands, instructions, devices, techniques, bugs, or web bugs, (collectively, “Malicious Code”) are introduced into any computer, network, database, software, equipment, website, or processes in connection with the Seller’s performance under this Agreement. If Malicious Code is found to have been introduced into any environment or system described above, Seller will promptly notify Buyer in writing of such introduction and, at its own cost, assist Buyer in reducing the effects of such Malicious Code. If Malicious Code causes an interruption of the Services, a loss of operational efficiency, or loss of data, Seller will, at its own cost, assist Buyer in mitigating and restoring such losses. Seller will not insert into any software used to perform hereunder any code that would have the effect of disabling or otherwise shutting down all or any portion of the Services. With respect to any disabling code that may exist in such software, Seller represents and covenants that it will not invoke such disabling code at any time in a manner that might affect Buyer or the Services. Seller shall be liable for any damages (including court costs and attorney’s fees) incurred by Buyer as a result of Seller’s breach of this section and no limitation on damages contained in this Agreement shall prevent Buyer from recovering from Seller as set forth herein.
INSPECTION AND REJECTION OF NONCONFORMING GOODS
OnlyOnClick has the right to inspect the goods on or after the Delivery Date. OnlyOnClick, at its sole option, may inspect all or a sample of the goods, and may reject all or any portion of the goods if it determines the goods are nonconforming or defective. If OnlyOnClick rejects any portion of the goods, OnlyOnClick has the right, effective upon written notice to Vendor, to:
(a) Rescind the Purchase Order in its entirety;
(b) Accept the goods at a reasonably reduced price; or
(c) Reject the goods and require replacement of the rejected goods. If OnlyOnClick requires replacement of the goods, Vendor shall, at its expense, promptly replace the nonconforming or defective goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement goods. Any inspection or other action by OnlyOnClick shall not reduce or otherwise affect Vendor’s obligations under the Agreement, and OnlyOnClick shall have the right to conduct further inspections after Vendor has carried out its remedial actions.