Price and
Delivery: Price and delivery is valid 60 days unless otherwise
specified in quotation. Delivery will be determined upon
time of order placement to reflect plant schedule.
Payments and
Shipments:
Shipments shall be made as agreed. Terms are FOB Chester,
PA, NET thirty (30) days date of invoice. Late payments will
be charged 1.5% per month, minimum $50 per late fee.
Packaging and
Weights:
The material will be shipped in appropriate container per
SELLER specifications unless otherwise specified by BUYER
with SELLER approval. (Seller weights shall govern unless
proven to be incorrect.)
Title and Risk of
Loss:
Title to the product and risk of loss shall pass to BUYER
upon delivery to a carrier or into BUYER’S transport.
SELLER is not responsible for taxes, insurance, duties, and
customs except as specified in the quotation.
Sampling and
Testing:
BUYER shall make an examination and test of any material
delivered hereunder immediately receipt at BUYER’S plant
in accordance with specifications. Failure of BUYER to give
notice of any claim within thirty (30) days after the
receipt of such product at its facility shall be unqualified
acceptance of said product.
Warranties:
THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE
DESCRIPTION ON THE FACE, HEREOF, AND SELLER MAKES NO
WARRANTY EXPRESS OR IMPLIED, OF FITNESS FOR PARTICULAR USE
OR OTHERWISE, EXCEPT THAT THE PRODUCTS FOR PARTICULAR USE
BE OF MERCHANTABLE QUALITY AND SHALL CONFORM TO SELLER’S
STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS
SHALL HAVE BEEN AGREED TO IN WRITING BY SELLER AND BUYER:
AND BUYER ASSUMES ALL RISK WHATEVER AS TO THE RESULT OF THE
USE OF THE PRODUCTS PURCHASE, WHETHER USED SINGLY OR IN
COMBINATION WITH SUBSTANCES OR IN ANY PROCESS.
Limitation of
Claims:
Defective or non-conforming products per specification shall
be replaced by SELLER without any additional charge, or in
lieu thereof, if SELLER elects, SELLER may upon return of
the products at SELLER’S expense, refund the purchase
price. SELLER’S LIABILITY FOR ANY LOSS OR CLAIM
WHATSOEVER, INCLUDING A CLAIM FOR BREACH OF WARRANTY OR
MERCHANTABILITY, SHALL BE LIMITED SOLELY AND EXCLUSIVELY TO
REPLACEMENT OF DEFECTIVE OR NON-CONFORMING PRODUCTS OR, AT
THE ELECTION OF THE SELLER, RETURN OF THE PRODUCTS AND
REPAYMENT OF THE PRICE. IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES. SELLER LIMIT OF EXPOSURE TO DEFEND, INDEMNIFY AND
HOLD BUYER HARMLESS FOR ALL CLAIMS, LOSSES, DAMAGES, AND
EXPENSE, WHICH MAY BE ASSERTED AGAINST OR BE INCURRED BY
BUYER INCLUDING PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT.
FORESEEABLE OR UNFORESEEABLE, INCLUDING THOSE RESULTING FROM
INJURIES TO ANY PERSON OR DAMAGE TO ANY PROPERTY, CAUSED IN
ANY MANNER BY ANY ACT OR FAILURE TO ACT OF SELLER CONNECTION
WITH FURNISHING OF GOODS COVERED IN THIS QUOTATION, OR
BECAUSE OF ANY IMPERFECTION OR DEFECT IN SAID GOODS, OR
BASED UPON ANY THEORY OF PRODUCT LIABILITY OR STRICT
LIABILITY IN TORT, OR BECAUSE OF THE FAILURE OF SUCH GOODS
AS MAY APPEAR IN ANY CATALOG, ANALYTICAL INFORMATION REPORT,
OR OTHER TECHNICAL BULLETIN AS IS FURNISHED OR UTILIZED BY
BUYER, OR BECAUSE OF THE FAILURE OF SUCH GOODS TO BE
PRODUCED IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF THIS
PURCHASE ORDER WILL BE LIMITED TO THE VALUE OF THE ORDER
WHICH RESULTED IN THE LOSS.
Any course of dealing
between the parties to the contrary notwithstanding, any
claim by BUYER shall be deemed waived unless presented in
writing to SELLER within thirty (30) days from the receipt
of the products to which such claim relates.
BUYER assumes all risk and
liability for loss, damage or injury to the person or
property of BUYER or other arising out of use or possession
of any products sold hereunder.
Environment and
Safety:
In the event either party ceases or suspends the operation
of any facility where it is producing or distributing any
quantities of material deliverable hereunder and such
termination or suspension is made by either party because
said facility, the operation thereof and/or the product
therefrom violates or fails to comply with or becomes
uneconomical by virtue of compliance with any applicable
governmental law, regulation, ordinance, standard, order or
decree relating to pollution, ecology, environmental matter
or safety, either party shall have the right to terminate
this Agreement in its entirety or suspend deliveries
hereunder in whole or in part by written notice to the other
party without liability resulting to either party. The
aforesaid right to terminate or suspend deliveries may be
exercised by either party at any time while such violation
or failure continues and such cessation or suspension of
operations is in effect. In no event shall SELLER be
obligated to purchase material from others in order to
enable it to deliver material to BUYER hereunder.
Deficiencies in deliveries hereunder due to any such cause
may, at the option of either party, be canceled from the
contract with no liability to either party therefore. Each
party agrees to notify the other reasonably in writing of
any decision to terminate or suspend deliveries, for reasons
specified in this paragraph.
Force
Majeure:
Failure to either party to perform its obligation under the
contract, if caused by Act of God, or the public enemy,
accident, explosion, fire, storm, earthquake, flood,
drought, perils of the sea, strikes, lockouts, labor
troubles, riots, sabotage, embargo, war, any other situation
which threatens personal safety or to cause property damage,
Federal, State, or Municipal law, ordinance, rule,
regulations, order, license, priority, seizure, requisition,
all location or any other governmental restriction or
limitation, or failure or delay or transportation, shortage
of or inability to use the full capacity of plant or
facilities or to obtain supplies, equipment, fuel, or labor,
or compliance with any order or request of the United States
or any department, board, commission, agency, officer or
committee thereof, or any other circumstance of a similar or
different nature beyond the reasonable control of the party
so failing shall not subject the party so failing to any
liability to the other.]
Arbitration:
The validity, performance, construction and effect of this
agreement shall be governed by the laws of the Commonwealth
of Pennsylvania. Any controversy arising under or in
connection with this Agreement shall be submitted to binding
arbitration pursuant to the rules of the American
Arbitration Association. The decision shall be made by one
arbitrator selected pursuant to the rules of the American
Arbitration Association. The arbitrator shall have a
bachelors or higher degree in chemistry or chemical
engineering. The jurisdiction of the arbitrator shall be
limited to the question of whether there has been a
violation, and to render a decision and award appropriate
relief. The arbitrator shall also have jurisdiction to
apportion the fee for arbitration, and to award travel
expenses equitable under all of the circumstances. The award
in arbitration may be enforced by any court having
jurisdiction over the matter.
Notice:
All notices, requests, demands or other communications
provided for in this Agreement shall be in writing, and
unless otherwise specifically provided in this Agreement
shall be deemed to have given when mailed postage prepaid,
in general or branch United States post office, in a
properly addressed wrapper addressed to the address of the
party to be served.
Cancellation:
If BUYER cancels this Purchase Order at any time, with or
without cause, by written notice to SELLER, BUYER shall pay
for all materials or services delivered completed and
accepted by buyer and a reasonable settlement shall be
reached consistent with the price specified in the Purchase
Order. Upon receipt of any notice of cancellation hereunder,
SELLER shall, unless otherwise directed, discontinue in an
orderly manner all orders and subcontracts given pursuant to
the purchase order.
