The following provisions describe the terms and conditions of all sales made by CHEM TECHNOLOGIES, LTD (“Seller”). Unless specifically modified in writing by Seller, the terms and conditions upon which a sale is made to any purchaser (“Purchaser”) by Seller shall be as follows:

Conflicting Terms:
All sales made by Seller shall be upon the terms and conditions herein. Purchaser agrees that any purchase order, confirmation, or document sent to Seller which include terms and conditions inconsistent with the terms and conditions herein or which requires warranties or representations to be made by seller in excess of the warranties and representations made herein shall be modified and amended to delete additional terms or terms which are in variance with these set herein. In the event that conflict exists between the terms of any Purchaser’s purchase order or confirming document and the terms of sale set herein, then the terms and conditions of sale in this agreement shall prevail and shall be effective.

Modification of Terms:
Seller reserves the right to modify the terms and conditions of any sale: provided, however, any modifications of terms and conditions herein must be executed in writing by Seller prior to shipment of the product.  Seller further reserves the right to waive any charge or waive any performance, condition or covenant required of Purchaser herein; provided, however, the waiver, or repeated waiver, by Seller of any provision of this agreement shall not be deemed to be a waiver of its right to require strict performance of the terms and conditions of this agreement in subsequent transactions.  The Purchaser agrees that a waiver by Seller on one or more occasions shall not establish a course of dealing between the parties. Seller further reserves the right to change all terms and conditions herein without notice to Purchaser.  No terms may be changed on existing orders, and all changes as of the date of change shall be prospective and not retroactive in its application.

In the absence of appropriate and timely written notice sent to Seller after Purchaser’s inspection of the goods.  Purchaser shall be conclusively deemed to have inspected and accepted the goods 15 days after ship date.  Purchaser shall not return under warranty or otherwise, without first reporting to Seller the reasons for such return, then obtaining and observing such reasonable instructions as Seller may give in authorizing any return.

In the event of a cancellation subsequent to the date of production, Purchaser agrees to pay or reimburse Seller for all costs incurred, including material used or ordered, applicable overhead, return charges (if applicable), and profits of any cancelled order.

Raw Materials:
The Seller has limited the number of raw materials purchased to control costs for our customers.  The customer may require the use of non‐generic material(s) or material(s) that are not normally purchased by Seller. The Seller may require the customer to purchase any excess inventory of such material purchased for the benefit of the customer in event of order cancellation or discontinuance.

In the event of payments received more than ten days after due date, we reserve the right to charge interest at prime rate plus 2% per annum.

Freight Charges:
The terms of all sales shall be F.O.B. Seller’s plant. All products will be shipped freight collect unless alternative terms are agreed to by Seller in writing prior to shipment.

Warranties and Limitations of Liability:
Seller warrants to customer that product delivered to customer shall conform to specifications as shown on the mutually agreed upon specification sheet for such compound. If compound is found to be non-complying to the applicable requirements. Seller’s total liability for such non-compliance shall be limited to replacement of the compound at our expense or repayment of the purchase price for the compound. This warranty is in lieu of all other warranties express or implied. Seller disclaims any implied warranty of marketability or fitness for a particular purpose.  Seller shall not be liable for any incidental or consequential damages.

Technical Advice:
Unless otherwise specifically agreed in writing, neither Seller nor any representative of Seller is responsible for application or supervision of application of the goods. Any supervision or technical advice or assistance furnished other than pursuant to such written agreement is furnished gratis and Seller assumes no obligation of liability for any supervision, advice, or assistance given or results obtained.

Force Majeure:
Seller shall not be liable for any delays in manufacture, delivery, acceptance or performance caused by explosion, fire, flood, strike, decree, regulation, ruling ordinance of government authorities or act of God.

Governing Laws:
Any contract entered into shall be performable. The laws of the State of Ohio shall control as to all aspect of the contract and its interpretation.

Substantial Performance:
Seller shall use its best efforts to meet or exceed the delivery date requirements of all sales. In the event Seller is unable to do so, Seller will immediately notify Buyer of the particulars.

Fair Labor Standard Act:
The goods described in this invoice were produced in compliance with the requirements of Section 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and the regulations of the U.S. Department of Labor under Section 14 thereof, the Equal Employment Opportunity provisions of Executive Order 11246, Section 202 as amended: Section 503 of the Rehabilitation Act of 1973; and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974.

Rev 002 Effective 03/28/2023