Terms and Conditions

1. Warranties

CHEMCOR warrants that the products or materials (hereafter “products”) delivered hereunder meet CHEMCOR’s standard specifications for the products or such other specifications as may have been expressly agreed to herein. 1.2. CHEMCOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS PROVIDED IN CONDITIONS 3 AND 4 HEREIN. 1.3. Buyer assumes all risk and liability resulting from the use of the products delivered hereunder, whether used singly or in combination with other products.

2. Claims and Liability

2.1. No claim of any kind, whether as to products delivered or for non-delivery of products, and whether or not based on negligence or other tort, shall be greater in amount than the purchase price of the products in respect of which damages are claimed. 2.2. Failure to give notice of a claim within sixty (60) days from the date of delivery, or the date fixed for delivery (in the case of non-delivery), shall constitute a waiver by Buyer of all claims in respect of such products. 2.3. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of CHEMCOR. Products shall not be returned to CHEMCOR without CHEMCOR’s prior permission, and then only in the manner prescribed by CHEMCOR. 2.4. The remedy provided herein shall be the exclusive and sole remedy of Buyer. In no event shall either party be liable for special, indirect, or consequential damages, whether or not caused by or resulting from the negligence of such party.

3. Patent Warranty

3.1. CHEMCOR warrants that the use or sale of the products delivered hereunder will not infringe the claims of any United States patent covering the products themselves but does not warrant against infringement by reason of the use thereof in combination with other products or in the operation of any process.

4. Compliance Warranty

4.1. CHEMCOR warrants that all products delivered hereunder were produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.

5. Force Majeure

5.1. No liability shall result from delay in performance, directly or indirectly caused by circumstances beyond the control of the party affected (“Force Majeure”), including, but not limited to, Act of God, fire, explosion, flood, war, act of war, authorized by any Government, accident, labor trouble or shortage, inability to obtain material, equipment, or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. 5.2. CHEMCOR shall have no obligation to purchase supplies of the products specified herein to enable it to perform this agreement. The Force Majeure condition and its impacts shall be remedied so far as reasonably practicable with reasonable dispatch, except that settlement of strikes, lockouts, or other labor difficulties shall be wholly within the discretion of the party having the difficulty.

6. Special Manufacture

6.1. If this agreement covers product that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed and such as are in process on the date notice of suspension or termination is received by CHEMCOR. 6.2. If Buyer for any reason cannot accept delivery of such products, it will make payment therefor as though delivery has been made and CHEMCOR will store such products for Buyer’s account and at Buyer’s expense.

7. Supply Allocation

7.1. If for any reason including, but not limited to, Force Majeure, CHEMCOR is unable to supply the total demand for products specified herein, CHEMCOR may distribute its available supply among any or all purchasers, as well as departments and divisions of CHEMCOR, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom.

8. Government Action

8.1. If any Government action should place or continue limitations on the price provided for in this agreement such that it would be illegal or against public or Government policy for CHEMCOR to charge, assess, or receive the full amount of or to increase such prices as determined by this agreement, then CHEMCOR shall have the option (1) to continue to perform under this agreement subject to such adjustments in prices that CHEMCOR may deem necessary to comply with such Government action, (2) to revise this agreement, subject to Buyer’s approval, in order to most nearly accomplish the original intent of this agreement, or (3) to terminate performance of the affected portions of the agreement without liability for any damages.

9. Technical Assistance

9.1. At Buyer’s request, CHEMCOR may furnish such technical assistance and information as it has available with respect to the use of the products covered by this agreement. Unless otherwise agreed in writing, Buyer assumes sole responsibility for results obtained in reliance thereon.

10. Product Use and Compliance

10.1. Buyer acknowledges that it has received and is familiar with CHEMCOR’s labeling and literature concerning the products sold hereunder and will forward such information to its employees who handle, process, or sell such products and customers of such products, if any. 10.2. Buyer agrees that products sold hereunder will not knowingly be resold or given in sample form to persons using or proposing to use the products for purposes contrary to recommendations given by CHEMCOR or prohibited by law but will be sold or given as samples only to persons who, in the opinion of Buyer, can handle, use, and dispose of the products safely.

11. Taxes and Charges

11.1. Buyer shall reimburse CHEMCOR for all taxes (excluding income taxes), excises, or other charges which CHEMCOR may be required to pay to any Government (National, State, or Local) upon the sale, production, or transportation of the products sold hereunder.

12. Payment and Financial Responsibility

12.1. In the event Buyer fails to fulfill CHEMCOR’s terms of payment, or in case CHEMCOR shall have any doubt at any time as to Buyer’s financial responsibility, CHEMCOR may decline to make further deliveries except upon receipt of cash or satisfactory security.

13. FOB Origin

13.1. When Buyer accepts pricing classified as FOB Origin, title and risk of loss pass to Buyer at the shipment’s point of origination. CHEMCOR may arrange transportation to a destination designated by Buyer, and Buyer shall reimburse CHEMCOR for all shipping charges incurred.

14. Assignment

14.1. Buyer may not assign or transfer any of its rights or obligations under this agreement, in whole or in part, without the prior written consent of CHEMCOR.

15. Special Conditions of Sale

15.1. In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale set forth on the front of this invoice or in the current price list for the products sold hereunder shall apply and are incorporated by reference herein.

16. Superseding Terms

16.1. PRINTED TERMS AND CONDITIONS IN EXHIBITS, PURCHASE ORDERS, OR OTHER COMMUNICATIONS ISSUED BY BUYER TO CHEMCOR WITH RESPECT TO THIS AGREEMENT SHALL BE OF NO FORCE OR EFFECT AND SHALL BE SUPERSEDED BY THE TERMS AND CONDITIONS WHICH ARE CONTAINED IN THIS AGREEMENT.

17. Entire Agreement

17.1. This document, along with documents specifically referred to herein, contains all of the terms and conditions with respect to the sale and purchase of the products sold hereunder. If any one or more of the provisions contained in this agreement shall be held, for any reason, to be invalid, void, illegal, or unenforceable in any respect, such invalidity, voidability, illegality, or unenforceability shall not affect the remaining provisions hereof, and this agreement shall remain unaffected and shall be construed as if such invalid, void, illegal, or unenforceable provision had never been contained herein.

18. Export Controls and Sanctions

18.1. The Buyer agrees to comply with all export controls and sanction laws, specifically including, but not limited to, (a) the U.S. Export Administration Regulations (EAR); (b) the U.S. International Traffic in Arms Regulations (ITAR); (c) applicable U.S. sanctions and embargoes administered by the U.S. Department of Treasury; (d) U.S. anti-boycott laws; (e) all applicable export control rules, economic sanctions, and other restrictive measures of the UK and of the European Union, as enforced by its Member States; and (f) all other applicable foreign export control and sanction laws and regulations. 18.2. Diversion of Product contrary to applicable law is prohibited. Authorization may be required to export, re-export, or transfer Product to a third country, therefore, Buyer agrees to obtain all necessary licenses prior to such action. Buyer agrees not to export, re-export, transfer, or otherwise provide Product to the following jurisdictions without authorization from the U.S. Departments of Commerce or Treasury, as required: Crimea, Cuba, Iran, N. Korea, and Syria. 18.3. Buyer agrees not to export, re-export, transfer, or otherwise provide Product to: (i) any individual or entity listed on any applicable sanctions or export-related restricted party list, including, without limitations, OFAC’s Specially Designated Nationals and Blocked Persons List; (ii) any individual or entity that is, in the aggregate, 50 percent or greater owned, directly or indirectly, or otherwise controlled by any individual or entity or individuals or entities