Terms & Conditions

CONDITIONS OF SALE

GENERAL
The following terms and conditions will govern the sale of Product by Seller to Buyer unless such sale is pursuant to a written agreement signed by Seller and Buyer, in which case, the terms and conditions set forth in such agreement will govern such sale of Product. These terms and conditions may not be amended, supplemented or otherwise modified except by a written document signed by both parties. These terms and conditions will not be affected by the acknowledgment or acceptance of any form containing additional or different terms or conditions, which will be of no force or effect.

PRICE INCREASE
Seller may increase any price for a Product hereunder commencing the first day of any calendar month by giving notice at least 30 days prior to the effective date of the increase. Any price increase will apply to all Product shipped on or after the effective date of the increase. lf Buyer gives notice to Seller objecting to an increase before the effective date of that increase and the parties do not mutually agree on the price tor that Product prior to such effective date, Buyer may cancel that quantity of Product to which the increase applies by giving notice to Seller prior to the effective date of the price increase. lf, because of any law, regulation or other governmental action, Seller is required to reduce any price in effect hereunder or is prevented from increasing any price to the extent it wishes pursuant to this Section 2, Seller may cancel from this Agreement the Product so affected by giving notice to Buyer at least 30 days prior to the date of cancellation.

TAXES
Except where the law otherwise provides, Buyer will pay Seller, in addition to the purchase price, the amount of all governmental taxes, excises and/or other charges (except taxes on or measured by Seller’s net income) that Seller may be required to pay with respect to (a) the production or transportation of any Product delivered hereunder to the extent that such tax, excise or charge is first imposed or increased after the date hereof; or (b) the sale of any Product delivered hereunder.

DELIVERY AND SHIPMENT: TITLE AND RISK OF LOSS
1. All sales are Ex Works (lncoterms 2010) with insurance and freight paid by Buyer by a common carrier of Seller’s choice to the destination identified in writing by Buyer. unless otherwise agreed to in writing by Seller.
2. Title and risk of loss will transfer to Buyer upon delivery of Product in accordance with the delivery terms set forth above.
3. Delivery dates are approximate and no liability is accepted by Seller for delay from any cause whatsoever.
4. Any demurrage or detention charges legally payable to any transportation carrier due to the action or inaction of the Buyer will be payable by and for the account of the Buyer.
5. Packaged shipments will be made in Seller’s standard containers, except as otherwise agreed by Seller in writing.
6. Buyer agrees that in the event Product is shipped in returnable containers (including IBCs), such containers will remain the sole property of Seller and are to be used only to supply Seller’s products to Buyer. Returnable containers are not to be used for any other purpose. All returnable containers must be empty before being returned to Seller. In addition, Buyer agrees to reimburse Seller tor any lost or missing returnable containers , cleaning cost beyond that which is normal, damage to containers, and missing parts to the extent such losses or costs are caused by or attributable to Buyer or its employees or agents.
7. Buyer agrees to promptly return all returnable containers and to pay a detention charge, at Seller’s rates then in effect, for returnable containers returned more than 90 days after delivery. lf Seller’s railcars or other transportation equipment is furnished for shipment hereunder, it is furnished with the understanding that Buyer will use all reasonable efforts to unload and return such railcars and other transportation equipment to the delivery carrier as promptly as possible, and will be liable for payment of actual demurrage or detention charges incurred by Anderol as a result of Buyer’s delay in returning Anderol’s railcars or other equipment to the delivering carrier.
8. Buyer will be responsible for the lawful disposal of (i) all disposable containers and packaging and (ii) any expired Products.

PAYMENT
Payment terms are net 30 days after the date of Seller’s invoice. unless otherwise agreed to in writing by Seller. Invoices will not be dated prior to the date of shipment. Invoices not paid when due will bear interest at a rate equal to one and one-half percent per month, or the maximum rate permitted by law, whichever is less. Buyer may not offset any amounts claimed from Seller against any payments due to Anderol with respect to Products sold hereunder.

WARRANTIES AND CLAIMS
1. Seller warrants that Product(s) delivered hereunder will meet Seller’s standard written specifications for the Product in effect at the time of shipment. SELLER NEITHER MAKES NOR INTENDS, NOR DOES IT AUTHORIZE ANY AGENT OR REPRESENTATIVE TO MAKE, ANY OTHER WARRANTIES, EXPRESS OR IMPLIED AND, TO THE EXTENT PERMITTED BY LAW, IT EXPRESSLY EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2. Buyer’s receipt at Buyer’s destination of any Product will be an unqualified acceptance of and a waiver by Buyer of any and all claims with respect to such Product unless Seller receives written notice of such claim within 90 days after Buyer’s receipt. Buyer assumes all risks and liabilities resulting from Buyer’s use of Product(s) in the manufacturing processes of Buyer or the combination of Product(s) with other substances. Claims for shortages of less than ½ of 1% of the gross weight of bulk shipments will not be allowed. Seller’s weights taken at the shipping point will govern, unless proven to be in error.
3. Seller’s sole liability and Buyer’s sole remedy for any claim arising with respect to non-conforming Product delivered will be as follows: (i) at Seller’s option, replacement of any non-conforming Product or the refund of the purchase price. (ii) reimbursement of reasonable out-of-pocket costs incurred by Buyer tor removal, storage, transportation and disposal of non-conforming Product (unless non-conforming Product is returned to Anderol at Anderol’s request and expense) and (iii) reimbursement of reasonable out-of-pocket costs incurred by Buyer to rework non-conforming Product.
4. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SELLER’S AGGREGATE LIABIUTY FOR CLAIMS ARISING IN CONNECTION WITH PRODUCT EXCEED THE PURCHASE PRICE OF THE PRODUCT OR PRODUCTS WITH RESPECT TO WHICH SUCH CLAIMS ARE MADE, WHETHER SUCH LIABILITY IS BASED ON NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.
5. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING PENALTIES, TAXES OR FILING FEES) OR LOST PROFITS. REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

FORCE MAJEURE
Seller’s failure to perform will not be considered a breach to the extent such nonperformance results from, or is made impracticable by, any cause beyond its reasonable control, such as acts of God, war, fires, explosions, natural disasters, strikes or lockouts, sabotage, critical equipment failure, governmental laws and regulations, or the inability to obtain raw materials, equipment or utilities.

SAFETY HEALTH AND RESPONSIBLE CARE
Buyer acknowledges that it has received documents, including Seller’s Material Safety Data Sheets and product information bulletins, containing Seller’s safety and health information concerning Product deliverable hereunder, that it has read and it understands such information, and that it agrees to comply with all applicable recommendations and warnings and use the Product only in a manner consistent with all information included in such documents and to incorporate such information into its personnel safety programs. Buyer will inform its employees, contractors, agents, carriers and customers who may become exposed to such Product after delivery to Buyer, of any hazards associated with Product, and of the proper storage, handling and use procedures for Product, disclosed in such documents or in additional documents provided to Buyer. Buyer will indemnify Seller from and against any claims, damages, liabilities and expenses (including attorney’s fees) arising from Buyer’s breach of the foregoing obligations. Responsible Care® (www.responsiblecare.org) principles outlined by the International Council of Chemical Associations are the basis for Product Stewardship practices that have been developed for the global chemicals industry. Seller and its affiliates around the world adhere to the principles and practices of Responsible Care and Product Stewardship and Seller expects its customers to support and comply with these principles and practices as well. Buyer will (a) comply with all applicable statutory and regulatory requirements associated with the storage, transportation and use of the Products and proper disposal of Product waste and (b) inform Seller promptly of (i) any complaints or reports relating to environmental, health, safely or security matters related to any of the Products or to the storage or use of any of them and (ii) any health, safety, environmental or security incidents or other such matters relating to any of the Products that require notification or reporting to any governmental agency.

CONFIDENTIALITY
Buyer will keep confidential any confidential information of Seller that is disclosed to Buyer in connection with the Product(s) including, but not limited to, price, unpublished specifications, performance, compounding, and formulation, application and technical data.

EXPORT CONTROLS
1. No provision hereof will be interpreted or applied so as to require Seller to do, or refrain from doing, anything that would constitute a violation of applicable export, re-export, anti-boycott, anti-corruption, or other international trade laws and regulations.
2. Buyer acknowledges that the technology, software, services, or products provided by Seller hereunder, may be subject to laws or regulations restricting their export, re-export, transfer or release to certain governments, legal entities or individuals, certain destinations, and/or for certain end uses.
3. Upon transfer of goods from Seller, Buyer or its agent/appointee undertakes responsibility as Exporter as defined in the Export Administration Regulations (15 C.F.R. § 772.1). As such, Buyer or its agent/appointee is solely responsible for any export license application and related requirements pursuant to the Export Administration Regulations, the International Traffic in Arms Regulations, or other applicable regulations, for obtaining any export license or other government export authorization or the use of a license exception, and for satisfying all applicable export documentation and foreign customs filing requirements tor the shipment of such goods. See 15 C.F.R §§ 30.3, 758.3.

GOVERNING LAW: JURISDICTION
1. This transaction will be governed by the laws of the jurisdiction of Seller’s formation, without giving effect to its principles of conflict of laws.
2. The parties agree that any suit, action or proceeding brought by either party against the other party related to this transaction will be brought solely in the courts of the jurisdiction of Seller’s formation.
3. The United Nations Convention tor the International Sale of Goods will not apply to this transaction.