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Terms of Sale
1.TERMS OF PAYMENT - Net 30 Days, unless otherwise specified
2. DELAYS - Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery of materials, or for any damages suffered by Buyer by reason of such delay when such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control. All orders or contracts are accepted with the understanding that they are subject to the Seller's ability to obtain the necessary raw materials and all orders or contracts as well as shipments applicable there to are subject to the Seller's current production schedules, governmental priorities, and other governmental regulations, orders, directives, and restrictions that may be in effect from time to time.
3. GENERAL - Seller shall not be liable for inability to deliver or for any delay in filling orders resulting from fire, strikes, flood, accident, war or other consequence of war, transportation, shortage of any raw materials, or any other cause beyond the Seller's control. Buyer recognizes that particular manufacturing processes may alter the condition of materials supplied. Seller makes no warranty that goods are suitable for any particular form or process of manufacture. Use of the goods for other than resale in the condition delivered is at the sole risk of the Buyer. Notice of defective materials must be made within ten days of delivery to Buyer at the shipping address shown on the face hereof, in writing by registered mail addressed to Seller at the address shown on the face thereof. Failure to make such written notice shall constitute a waiver by Buyer of any and all claims for defective materials and any other matter. No claim shall be made nor will any claim be accepted after Buyer has processed more of the materials than the quantity necessary to determine the existence of a defective condition. Defective goods may not be returned until inspected by Seller and upon specific instructions by Seller. Goods so returned in the same state as shipped by Seller will be replaced or credited to the extent of the purchase price of that part of the material which is defective at the option of the Seller, but Seller shall not be liable for loss, direct, or consequential damage, or expense directly or indirectly arising from the handling or use of the material from any other cause, the Seller's liability being expressly limited to the replacement of the material delivered by Seller or credit in the amount paid by Buyer. Any description of the materials contained herein is for the sole purpose of identifying them, is not part of the basis of the bargain, and does not constitute a warranty that the goods shall conform to that description. If any model or sample shown was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of the materials and not to represent that the materials would necessarily be of that type or nature. No affirmation of fact or promise made by the Seller, or any of its agents, shall constitute a warranty that the materials will conform to such affirmation of promise except insofar as specific warranties shall be set forth on the face hereof.
4. LIMITATION OF SELLER'S LIABILITY - IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE, OR CONSEQUENTIAL DAMAGES. Because the material sold hereunder is, or may be hazardous, Seller shall not be held liable for, and Buyer assumes responsibility for all personal injury and property damage resulting from exposure to or the handling, possession, resale, or use of the product by the Buyer, Buyer's vendee's, subsequent purchasers or users of the product, or any other person or property, whether the product is used alone or in combination with any other substances. Buyer's exclusive remedy hereunder shall be reimbursement of the purchase price of material with respect to which any claim is made whether such claim is with respect to material delivered or non-delivery, and whether or not based on negligence, breach of warranty, or strict liability in tort.
THE SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, OF ANY MATERIALS WHICH THE SELLER SHALL SUPPLY HEREUNDER except insofar as such matters shall have been specifically set forth in the Buyer's written purchase order and specifically agreed to in Buyer's written purchase order and specifically agreed to in the Seller's acknowledgement of order, but in such case, the damages and remedies for breach of such warranty or guarantee shall be limited as above provided. If any action or proceeding be commenced by the Seller to collect any monies due from the Buyer to the Seller under the terms and provisions of this contract, the Buyer agrees to pay the Seller (in addition to all other sums required to be paid by the Buyer), as reasonable attorney's fees in connection with such action or proceeding a sum which is equal to fifteen percent (15%) percent of the unpaid balance of the amount due from the Buyer to the Seller (less the allowances, if any, which the Seller shall be awarded under the provisions of the law), together with the expenses of collection which sum and expenses are to be added and collected in such action or proceeding.
5. INDEMNIFICATION - AN EMPLOYER HAS A DUTY TO PROVIDE A SAFE WORKPLACE FOR ITS EMPLOYEES, INCLUDING BUT NOT LIMITED TO PROVIDING: PROPER SAFETY EQUIPMENT, ADEQUATE TRAINING AND PRODUCT INFORMATION FOR THE SAFE HANDLING, STORAGE, AND TRANSPORTATION OF HAZARDOUS MATERIALS. A PURCHASER OF HAZARDOUS MATERIALS HAS A DUTY TO PROVIDE SUBSEQUENT PURCHASERS WITH MATERIAL SAFETY DATA SHEETS AND ADEQUATE WARNING LABELS. BUYER ACKNOWLEDGES, ACCEPTS, AND ASSUMES THE DUTIES AND OBLIGATIONS OF AN EMPLOYER AND/OR INTERMEDIATE PURCHASER. BUYER ASSUMES ALL RISKS AND LIABILITY FOR THE HANDLING, STORAGE, AND TRANSPORTATION OF THE MATERIAL AND AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL LIABILITY, INCLUDING LIABILITY FOR SELLER'S OWN NEGLIGENCE AND, INCLUDING CLAIMS BY BUYER AND ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION, BUYER'S EMPLOYEES, AGENTS, VENDEE'S AND SUBSEQUENT PURCHASERS OR OTHER USERS OF THE PRODUCT) ARISING OUT OF OR RELATED TO , DIRECTLY OR INDIRECTLY, THE USE, STORAGE OR HANDLING OR THE MATERIAL AND REGARDLESS OF WHETHER THE MATERIAL IS USED IN COMBINATION WITH OTHER ARTICLES OR SUBSTANCES OR IN ANY MANUFACTURING PROCESS.
6. RISK OF LOSS - Title to all products sold hereunder and risk of loss with respect thereto shall pass from Seller to Buyer at point of ORIGIN.
7. TECHNICAL ADVICE - It is expressly understood that any technical or safety advice furnished by Seller, with references to the use of the material, is supplied without consideration and Seller assumes no obligation or liability for accuracy or sufficiency of advice given or results obtained, all such advice being given and accepted at Buyer's risk.
8. SPILLS - The party having title to the product shall, in the event of a spill, undertake all measures, reasonably necessary, to prevent or mitigate pollution damage and shall immediately report such spill to the appropriate Federal and State agencies. In the event responsible party is not present or fails to take appropriate action, the other party shall have the right to undertake such measures as are reasonably necessary at the expense of the responsible Party, and the defense of "volunteer" shall not be raised to claim for reimbursement of such expenses.
9. BUYER INSOLVENCY - Buyer represents to Seller that it is not insolvent as that term is defined in the Texas Business & Commerce Code 1-201. In the event Buyer fails to fulfill the terms of payment or in the case that the Seller shall have any doubt at any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. Seller reserves the right among other remedies, to suspend further deliveries upon failure of Buyer to make any payment as herein provided.
10. TAXES - Any tax, excise, or other similar governmental charge or fee (except taxes on or measured by net income) imposed upon the production sale, importation, exportation, or transportation of any product(s) sold hereunder which Seller may be required to pay, shall be paid by the Buyer to Seller in addition to the purchase price, except as otherwise provided by law.
11. PATENT INFRINGEMENT - SELLER DOES NOT WARRANT AGAINST PATENT INFRIGEMENT AND DISCLAIMS ANY WARRANTY WHICH WOULD OTHERWISE BE IMPOSED BY TEXAS BUSINESS AND COMMERCE CODE 2-312, BUYER ASSUMES ALL RISKS OF POTENTIAL INFRINGEMENT BY REASON OF ANY USE BUYER MAKES OF THE PRODUCT IN COMBINATION WITH OTHER MATERIALS OR IN OPERATION OF ANY PROCESS.
12. APPLICABLE LAW - This contract shall be governed by the Laws of Texas and any dispute arising from this transaction will be resolved in the State Courts of Harris County, Texas.
13. SAVINGS CLAUSE - If any provision of this contract is unenforceable or held contrary to the law, only the offensive language shall be stricken from the Contract. All other provisions shall remain in full force and effect.
Terms of Transportation
1.UNDERTAKING - Shipper hereby engages Carrier as set forth in the terms and conditions of the applicable Chem One Ltd. Freight Contract if freight charges are ORIGIN FREIGHT PREPAID, to transport Shipper's products. Carrier shall promptly render such service as agreed to and signed in the Chem One Ltd. Freight Contract. The service shall be consistent with Carrier's ICC and interstate authorities.
2.INDEPENDENT CONTRACTOR - Carrier is an independent contractor and nothing herein contained shall be construed to be inconsistent with such relationship. Carrier shall have the exclusive right to employ or retain and discharge all persons required in the performance of the services agreed to in the Chem One Ltd. Freight Contract and the terms and conditions of the reverse side hereof, and such persons shall be and remain employees or agents of Carrier at all times. Neither the Carrier nor its agents, servants, or employees authorized to act as an agent for the Shipper, make any agreements with third persons on behalf of or to bind the Carrier in any way.
3.GOVERNMENTAL TRANSPORTATION COMPLIANCE - The Carrier agrees to comply with all the rules and regulations of the Interstate Commerce Commission and the Department of Transportation.
4.PAYMENT FOR SERVICES - Carrier must provide an invoice to Shipper for transportation services rendered and it must be accompanied by a copy of this signed Bill of Lading. Shipper agrees to provide payment within fifteen (15) calendar days from receipt of accurate paperwork.
5.LIABILITY - The Carrier agrees to provide cargo insurance for the duration of this contract at the value of the product being transported which is the sales price to the Shipper's customer for the sale of the product listed on the reverse side hereto.
6.GENERAL - Shipper with not be responsible or liable for any freight charges except as set forth in the Chem One Ltd. Freight Contract for this particular shipment. This includes but is not limited to the Shipper not being responsible or liable for any services Carrier agreed to with its employees, truck drivers, third parties, or brokers.
7.INDEMNIFICATION - A CARRIER HAS A DUTY TO PROVIDE A SAFE WORKPLACE TO ITS EMPLOYEES, INCLUDING BUT NOT LIMITED TO PROVIDING: PROPER SAFETY EQUIPMENT, ADEQUATE TRAINING AND PRODUCT INFORMATION FOR THE SAFE HANDLING, STORAGE, AND TRANSPORTATION OF HAZARDOUS MATERIALS. A SHIPPER OF HAZARDOUS MATERIALS HAS A DUTY TO PROVIDE SUBSEQUENT PURCHASERS WITH MATERIAL SAFETY DATA SHEETS AND ADEQUATE WARNING LABELS ON THE PRODUCT. CARRIER ACKNOWLEDGES, ACCEPTS, AND ASSUMES THE DUTIES AND OBLIGATIONS OF AN EMPLOYER AND/OR INTERMEDIATE CARRIER. CARRIER ASSUMES ALL RISKS AND LIABILITY FOR THE HANDLING, STORAGE, AND TRANSPORTATION OF THE MATERIAL AND AGREES TO INDEMNIFY AND HOLD SHIPPER HARMLESS FROM ALL LIABILITY, INCLUDING LIABILITY FOR SHIPPER'S OWN NEGLIGENCE AND, INCLUDING CLAIMS BY CARRIER AND ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION, CARRIER'S EMPLOYEES, AGENTS, VENDEE'S AND OTHER THIRD PARTIES) ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE TRANSPORTATION, HANDLING AND STORAGE OF THE MATERIAL.
8.SPILLS - Carrier agrees to undertake all measures, reasonably necessary, to prevent or mitigate pollution damage and shall immediately report such spill to the appropriate Federal and State agencies. In the event Carrier fails to take appropriate action, Shipper shall have the right to undertake such measures as are reasonably necessary at the expense of the Carrier, and the defense of "volunteer" shall not be raised to claim for reimbursement of such expenses. 9. APPLICABLE LAW - This contract shall be governed by the laws of Texas and any dispute arising from this transaction will be resolved in the State Courts of Harris County, Texas. 10. SAVINGS CLAUSE - If any provision of this contract is unenforceable or held contrary to the law, only the offensive language shall be stricken from the Contract. All other provisions shall remain in full force and effect.
Chem One Ltd. shall not be responsible for the use of any information, product, method, or apparatus herein presented ("Information"), and you must make your own determination as to its suitability and completeness for your own use, for the protection of the environment, and for health and safety purposes. You assume the entire risk of relying on this Information. In no event shall Chem One Ltd. be responsible for damages of any nature whatsoever resulting from the use of this product or products, or reliance upon this Information. By providing this Information, Chem One Ltd. neither can nor intends to control the method or manner by which you use, handle, store, or transport Chem One Ltd. products. If any materials are mentioned that are not Chem One Ltd. products, appropriate industrial hygiene and other safety precautions recommended by their manufacturers should be observed. Chem One Ltd. makes no representations or warranties, either express or implied of merchantability, fitness for a particular purpose or of any other nature regarding this information, and nothing herein waives any of Chem One Ltd.'s conditions of sale. This information could include technical inaccuracies or typographical errors. Chem One Ltd. may make improvements and/or changes in the product (s) and/or the program (s) described in this information at any time.