Terms and Conditions

1. About

These Terms and Conditions (“Terms”) govern all business relationships, transactions, and interactions between Mudsmith, Ltd., a Texas Limited Partnership (“Mudsmith,” “we,” “our,” or “us”), and any of its vendors, carriers, contractors, and customers (“Vendor,” “Supplier,” “Carrier,” or “Client”). By engaging in any business, delivering products, providing services, or entering Mudsmith premises, all parties agree to abide by these Terms in full.

Mudsmith, Ltd. is a wholesaler of commodities supplying cement and drilling fluids companies, and provides emergency response kill fluids to oil and gas operators. Established in 1999, Mudsmith operates with the highest standards of accuracy, timeliness, and integrity. These Terms ensure clarity, consistency, and fairness in all dealings.

2. Company Information

• Legal Name: Mudsmith, Ltd. – A Texas Limited Partnership
• Founded: September 1, 1999
• General Partner: Mudsmith 2000, Inc.
• Limited Partner: Ken Goldsmith (owns 100% of GP & LP stock)
• Officers:
  • Ken Goldsmith – President & CEO
  • Kathy Goldsmith – Executive Vice President
• Business Type: Wholesaler of commodities to cement and drilling fluids company retailers; emergency response fluids provider.
• EIN: 75-2836617
• U.S. DOT: 1461193
• FMCSA Motor Carrier Number: MC# 552015
• D-U-N-S Number: 12-729-5421
• NAICS Code: 211111
• Mailing Address: P.O. Box 50723, Midland, TX 79710
• Physical Address: 1309 W CR 114, Midland, TX 79706
• Rail Location: BNSF Track #4447, 712 Old Lubbock Highway, Snyder, TX 79549
• Phone: (432) 687-6837 (office) | (432) 687-6838 (fax) | (432) 664-6837 (Ken’s cell)
• Emails:
  • Accounts Payable: ap@mudsmith.com
  • Accounts Receivable: ar@mudsmith.com
  • Dispatch: dispatch@mudsmith.com
  • Logistics: logistics@mudsmith.com

3. Vendor Obligations

3.1 Accuracy of Invoices

Vendors must bill promptly and accurately. Invoices must reflect the agreed pricing, product specifications, quantities, and terms as detailed in the accepted Mudsmith Purchase Orders (PO). Discrepancies in tonnage, bag count, or unit measurements will result in invoice disputes. Mudsmith reserves the right to withhold payment until discrepancies are resolved.

3.2 Timeliness

All invoices must be submitted within 60 days from the date of service or delivery. Any invoice submitted after 60 days will be rejected, and payment will be refused. Corrected or revised invoices must also comply with this deadline.

3.3 Method of Submission

Invoices should be mailed in hard copy to Mudsmith’s mailing address and emailed to ap@mudsmith.com. Vendors are responsible for ensuring the delivery and receipt of invoices. Due to potential spam filtering or fraudulent activities, vendors must occasionally confirm receipt by calling Mudsmith.

3.4 Statements

Vendors should not send monthly account statements unless specifically requested. Mudsmith pays only from approved invoices, not from statements.

3.5 Pre-Arranged Purchases

No purchase will be honored without a pre-arranged purchase and pricing agreement. Vendors must confirm such agreements in writing before shipping goods or rendering services.

3.6 Discounts

Vendors are encouraged to inform Mudsmith if volume purchase discounts or expedited payment discounts are available.

4. Payment Terms

• Standard payment terms are Net 45 days from receipt of a proper invoice.
• Vendors must contact ap@mudsmith.com if payment is not received within 45 days. A follow-up phone call is required to confirm the status if no response is received.
• Mudsmith will not short-pay incorrect invoices; they must be revised and resubmitted within 60 days.
• Mudsmith may request a credit line up to $150,000 from its vendors.

5. Fraud Prevention & Remittance

Mudsmith will not change any vendor’s remittance address, ACH, or wiring instructions unless:

1. A detailed written request is received from the vendor, and
2. The request is verified via a direct phone call with an authorized representative.

This safeguard protects Mudsmith and its vendors from fraud, email scams, and unauthorized redirections of funds.

6. Carrier and Driver Policies

6.1 Delivery Hours

• Standard Receiving Hours: 7:30 AM to 3:30 PM, Monday through Sunday.
• Weekend or after-hours deliveries require advance scheduling and confirmation by phone.

6.2 Weekend Deliveries

For deliveries on Saturdays and Sundays, carriers must call 432-687-6837 or use the West Green Gate for entry. The office is closed, but the yard operates seven days a week.

6.3 Required Documentation and Safety

Drivers must provide:

• A properly completed Bill of Lading (B.O.L.)
• A valid driver’s license
• A working cell phone number (verified before entry)
• A working email address
• An emergency contact (“In Case of Emergency” or I.C.E.)

Drivers must wear proper PPE at all times on Mudsmith property.

6.4 Unloading & Inventory

• Minimum of 1.5 hours should be allowed for unloading.
• Drivers must sign Mudsmith’s Inventory Control Form, which reflects what was received—not necessarily what was on the PO or B.O.L.

6.5 Detention & Demurrage

Mudsmith will not pay for standby, detention, Truck Ordered Not Used (TONU), or demurrage unless it can be proven that Mudsmith is directly at fault. Trucking companies must bill the vendor (supplier) responsible for the delay or absorb the cost.

7. Logistics & Communication

• Dispatch: dispatch@mudsmith.com
• Logistics: logistics@mudsmith.com
• Carriers, brokers, and vendors must maintain clear and prompt communication. Delays, changes, or issues must be reported immediately

8. Compliance with Laws

Vendors, carriers, and contractors must comply with all applicable local, state, and federal laws, including but not limited to transportation regulations, environmental laws, workplace safety standards, and tax obligations.

9. Tax Policy

Mudsmith is a non-taxable entity for resale purposes. A Resale Certificate is available upon request. Vendors must confirm with Mudsmith representatives whether sales taxes should be applied.

10. Confidentiality

All parties agree to maintain the confidentiality of Mudsmith’s proprietary information, including pricing agreements, client information, and operational procedures.

11. References and Creditworthiness

Mudsmith maintains vendor references with organizations including Huber Carbonates, Wyo-Ben, and Arcosa Specialty Materials. Vendors may request references when needed. Mudsmith confirms it has never declared bankruptcy, nor does it have any outstanding judgments or lawsuits.

12. Limitation of Liability

Mudsmith shall not be held liable for:

• Indirect or consequential damages resulting from delays, supply chain disruptions, or vendor errors.
• Losses arising from fraud, theft, or misdirection of funds where vendor procedures were not followed.
• Charges related to detention, demurrage, or standby, unless directly caused by Mudsmith.

13. Termination of Relationship

Mudsmith reserves the right to terminate any vendor, carrier, or contractor relationship in cases of:

• Repeated late, inaccurate, or fraudulent invoicing
• Safety violations on Mudsmith property
• Breach of confidentiality
• Non-compliance with these Terms and applicable laws

14. Governing Law

These Terms are governed by and construed under the laws of the State of Texas. Any disputes shall be resolved in the appropriate courts of Midland County, Texas.

15. Contact Information

For clarification regarding these Terms, vendors may contact:

• Lauren Goldsmith – Accounts Payable Specialist
• Natasha Fehn – Inbound Logistics Coordinator
• Carol Rose – Accounts Receivable & Outbound Logistics
• Ken Goldsmith – President & CEO – (432) 664-6837 | kengoldsmith@mudsmith.com
• Kathy Goldsmith – Executive Vice President

16. Acknowledgment

By engaging in business with Mudsmith, Ltd., vendors, carriers, and contractors acknowledge that they have read, understood, and agreed to these Terms.