Mount Vernon Chemicals, LLC -- PURCHASE ORDER TERMS AND CONDITIONS

  1. This Order constitutes Buyer’s offer and may be accepted by Seller (or applicable Contractor) only in accordance with the terms hereof. Any acceptance herein of an offer by Seller, or any confirmation herein of a prior agreement between the Buyer and Seller, is expressly made conditional on Seller’s assent to the additional or differing terms contained herein. Seller accepts this order by commencement of work, shipment of goods, or furnishing of services hereunder.  Dispatch of Seller’s acknowledgement form or other written document will also act as Seller’s acceptance of this Order with respect to the description, amount, price and time of delivery of the ordered goods or services. Notwithstanding any oral agreement, instruction, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document or addendum, no modification of any of the provisions contained herein shall be of any force or effect unless made in writing and executed by the Buyer. 
  2. Buyer shall have the right at any time to make changes in this Order by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in the Seller’s costs or time of performance of this Order, Seller shall notify Buyer immediately and negotiate an adjustment.
  3. If this Order is not specifically priced, it shall not be executed at prices higher than last quoted and charged Buyer for the same articles. Specific charges for boxing, packaging or cartage will not be allowed or paid for by Buyer unless otherwise expressly stated on this Order.
  4. Time is of the essence with respect to Seller’s obligations hereunder. Unless otherwise agreed, delivery shall be f. o. b. shipping point and title shall pass to the Buyer at the shipping point. Seller shall bear all risks of loss or damage to items covered by this order until delivery of items to the carrier. Every package or other shipping unit, bill of lading, shipping memorandum and invoice must be marked with Buyer’s Purchase Order Number.
  5. Material and equipment supplied by Seller shall be received subject to Buyer’s inspection and approval within a reasonable time after delivery, notwithstanding prior payment. If specifications or warranties are not met, material and equipment may be returned at Seller’s expense. No material or equipment returned to the Seller as defective shall be replaced except upon the Buyer’s formal authorization. Seller agrees to provide a Certificate of Analysis for each lot of material confirming that these delivered materials meet the specifications required hereunder.
  6. Upon request, Seller shall provide an appropriate certification of goods stating the country of origin sufficient to satisfy the requirements of (a) the U. S. customs authorities, and (b) any other applicable import/export licensing regulation, including those of the United States. If any goods are imported, Seller shall whenever possible, designate Buyer to be the importer of record. If Buyer is not the importer of record, and Seller obtains duty drawback rights to the goods; Seller shall, upon Buyer’s request, provide Buyer with the necessary documents required by the customs authority of the country of receipt to confirm importation and to transfer duty drawback rights to the Buyer.
  7. No element of this Order, in whole or in part, or any interest therein, or any claim arising hereunder shall be transferred to or assigned by Seller without the prior written consent of Buyer. Buyer may transfer or assign the benefits of this agreement, in whole or in part, including without limitation the Seller’s warranty, without the Seller’s approval.
  8. This Order, and the rights and obligations of the parties thereto, shall be determined in accordance with the laws of the State wherein the equipment or materials shall be installed /delivered, or wherein the work shall be performed herein.
  9. Seller warrants that all goods or services furnished pursuant to this Order will be free from defects in material or workmanship and will be in conformity with the requirements of this Order, including drawings and specifications, if any; and be reasonably fit for the purpose disclosed in this Order or in such drawings and specifications therein. Seller further warrants that such goods and services will be merchantable and suitable for the intended purpose. When design is Seller’s responsibility, Seller will warrant that the design is free of defects. Buyer’s approval of Seller’s design or material shall not be construed to relieve Seller of the warranties set forth herein. Without limitation of any rights which Buyer may lawfully have by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Seller’s expense. Buyer, at its option, may require Seller to replace such goods at no increase in price (Seller must pay all repackaging, handling, and applicable transportation charges), or refund the purchase price and any charges in connection therewith.
  10. Seller agrees to indemnify, hold harmless and defend Buyer from and against any and all suits, claims, damages, costs, and attorney’s fees arising out of or in connection with any infringement or claimed infringement of any United States patent, trademark or copyright regarding the manufacture, use or sale of the equipment or materials furnished under this Order. In case use thereof is enjoined, Seller shall at its own expense, either procure for Buyer the right to continue using said equipment or material, or at the  option of the Buyer either replace the same with equally efficient, non-infringing equipment or material; or modify same to become non-infringing without impairing efficiency , or remove said equipment or material and refund the purchase price and the transportation and installation costs thereof. Seller shall obtain and maintain in full force and effect adequate liability insurance coverage to insure all of Seller’s obligations under this Order, and Buyer reserves the right to establish minimum insurance requirements with respect to same.
  11. Seller shall defend, indemnify and hold harmless Buyer from any claims, suits, judgments, fees, and costs (including attorney’s fees) based on or arising from the use of Seller’s products, services and/or the resale and subsequent use of the products purchased hereunder including death, personal injury, or damage to property.
  12. No liabilities hereunder shall result to either party from any delay of or failure to deliver by reason of Force Majeure, including but not limited to acts of God, strikes, fires, wars, flood, embargo, explosion, terrorism, national emergency, civil commotion or other cause beyond control; provided however, that the affected party shall promptly give written notice to the other party whenever such failure becomes reasonably foreseeable, and shall use its best efforts to promptly overcome the effects of such failure or delay.
  13. Seller, in the performance of this Order, unless specifically exempt, shall comply with all applicable laws and governmental regulations which may in any way affect or be applied to the materials, services, or the Seller’s performance hereunder, including without limitation any applicable requirement under the Toxic Substances Control Act (“TSCA”), REACH, provisions of Executive Orders No. 11246 as amended and No. 13201 (Beck) as amended, 29 C.F.R. 470, 41 C.F.R. 60-1, 60-250, 60-741.44, 60-250.44, 60.300.44, which are all incorporated by reference herein; and all other applicable Federal, state, and local laws, regulations, rules and ordinances, including but not limited to those dealing with environmental protection, occupational health and safety.  All goods and services must bear the following legend: “We hereby certify that the goods and services covered by this invoice were produced in compliance with applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof”.  Seller warrants that each and every chemical substance sold or otherwise transferred to Buyer pursuant to this Order is, at the time of such sale or transfer, on the approved list of chemical substances compiled and published by the administrator of the Environmental Protection Agency pursuant to TSCA. By acceptance of this Order, Seller certifies that any chemical substance(s) furnished pursuant to this Order is/are properly labeled; and that proper and accurate substance(s) information, e.g. material safety data sheets/technical bulletin(s), has/have been provided to Buyer, pursuant to all federal, state or local laws and regulations.
  14. Buyer, upon written notice, may terminate this Order in whole or in part. In the event this Order is terminated as a result of the Seller’s default, the Seller shall be liable for all damages allowed in law or equity. If this Order is terminated for the convenience of the Buyer, Seller shall be compensated for items that have already been accepted by the Buyer prior to the effective termination date. Otherwise, Buyer shall not be liable to Seller for any damages resulting from Buyer’s failure to accept all items ordered.
  15. All specifications, data, and other information furnished by Buyer, or its agents, to Seller in connection with this Order remain the exclusive intellectual property of Buyer and shall be treated by Seller as proprietary. None of this information shall be disclosed or used, outside of the limitations of this Order, without the prior written approval of the Buyer. These document materials shall be returned to the Buyer upon demand. In addition, the purchase of the Seller’s product does not authorize the Seller to use the Buyer’s name or make reference to Buyer for any purpose in any release for public or private dissemination; nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without the prior written consent of the Buyer.