1. Agreement in its entirety. Unless Buyer and Seller concur otherwise in writing, these Terms and Conditions applicable to all Customers (hereinafter referred to as the “Terms”) comprise the final expression of their arrangement with respect to the matter in question hereof and a comprehensive, completely integrated, and exclusive declaration of their agreement in this respect, and there are no other understandings, contracts, commitments, manifestations, or guarantees of any kind, direct or implied, not set forth herein. No component of any customer order or other document issued by Buyer shall amend or supplement the provisions of these Terms, save for basic commercial terms that change by purchase order, such as place, dates, and cost, and any such section or change will be null and invalid. Buyer’s alteration or expansion of these Terms will not be effective unless it is in writing and confirmed by a permitted representative of Seller, and no change of these Terms will be achieved by the parties’ course of business, use, or trade custom. Additionally, no use of Section 2.207 of the Uniform Commercial Code (or its local equivalent) to “knock out” or otherwise alter, amend, supplement, or replace any of these Terms shall have any effect and is explicitly rejected. Buyer shall be considered to have unconditionally accepted and agreed to these Terms upon receipt of the Product(s). If Buyer and Seller conduct any electronic transactions, including but not limited to electronic data exchange or exact same exchanges, such electronic transactions will be deemed legitimate and legally binding and shall be governed by these Terms.

2. Transactions Separately. Seller has the right to accept or reject any purchase orders in writing. Each shipment will be treated as a distinct and independent transaction, and Seller shall be entitled to recover for each such delivery separately from any other shipment. If Buyer breaches any term or condition of these Terms, Seller may, without waiving its right to end the agreement about these Terms, postpone further deliveries hereunder until such breach is remedied, or, moreover, to any other right or redress at law or in equity, Seller may decrease further performance of these Terms. Additionally, Seller may delay or refuse to send the Product(s) to Buyer if Buyer fails to meet any of these Terms, or if Seller believes that the shipment or use of the Product(s) would lead to an environmental, health, or safety threat or risk. Seller may offer credit terms to Buyer, but is not obliged to do so. Seller’s final credit clearance is required before accepting any order. If Seller believes that Buyer’s financial responsibility has been compromised at any time, Seller may suspend credit, revoke any unfilled orders, and/or refuse to make additional shipments under these Terms unless Seller receives reimbursement or satisfactory security for such payment prior to shipment. Buyer undertakes to furnish Seller with its most current financial statements and other proof of financial and business status as Seller reasonably requests from time to time in order to assess Buyer’s creditworthiness.

3. Returns of Products. Without the Seller’s prior written approval, no Product(s) purchased hereunder may be returned to Seller. Authorized returns of non-defective Product(s) will be subject to a restocking fee equivalent to 25% of the then-current selling price FOB Seller’s warehouse as stated in the Product return authorization, with Buyer responsible for return freight costs. Seller may, at its discretion, help Buyer with regulatory problems, disposal alternatives, and cost estimates in the event that the Product(s) cannot be returned.

4. Inventory tailored to the needs of the customer. If Buyer does not purchase any Products that Seller has ordered (A) explicitly for Buyer and which Seller does not normally stock or (B) based on an estimate supplied by Buyer within sixty (60) days of Seller’s delivery of such Products to Buyer (hereinafter referred to as the “60 Day Products”), such 60 Day Products shall be deemed bought by Buyer on the sixty-first (61st) day following the date of delivery. Seller will deliver such 60 Day Products to Buyer, and Buyer shall reimburse Seller in accordance with these Terms for such 60 Day Products.

5. Warranty information.

5.1. Pursuant to Sections 5.2, 5.3, and 5.4, Seller shall replace any Product which does not conform to the “Product Standards Submitted by Buyer,” or, in the absence of such, the manufacturer’s specifications. Seller may decide, in its sole discretion, to refund Buyer for the sales price of any faulty Product(s).

5.2. Replacement of faulty Products or credit for them is subjected to and conditioned upon the following:

1. a) The buyer’s account with the seller is active and in great condition;

1. b) written notification from the Buyer within seven (7) days of the date of shipment of any Product which does not conform to the specifications;

1. c) providing Seller with independent proof that the Product does not conform to specifications;

1. d) providing Seller with a sample of the Product for testing purposes;

1. e) according to the Seller’s or manufacturer’s storage recommendations for the Product;

1. f) prior to the placement of any Product in a storage receptacle, disinfection of the container in line with statutory requirements and best practices; and

1. g) the Product is used for the purpose for which it was designed.

5.3. This guarantee does not cover damage to or modification of Goods caused by events beyond Seller’s control, such as the combination of other substances or products.

The Buyer undertakes to use the Product(s) in the following manner:

1. a) whatever instructions it receives from Seller on a periodic basis;

1. b) all applicable federal, provincial, and municipal rules and regulations pertaining to the storage, use, and preservation of the Product(s); and

1. c) industry-accepted standards of conduct.

5.5. Section 5.1 is the only remedy available to the Buyer and the Seller with regard to the Products supplied herein.

EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO GUARANTEES, DIRECT OR INDIRECT, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS A WARRANTY AS TO THE RESULTS OBTAINED OR AVAILABLE FROM THE USE OF ANY PRODUCTS PROVIDED OR THE WORK OR SERVICES CONDUCTED BY SELLER HEREUNDER.

5.6. Buyer will be solely responsible for determining the Product’s appropriateness for the purposes and applications intended by Buyer and others.

6. Allegations. No Claim (as defined below) shall be admissible after any Product has been repackaged, analyzed, changed, or combined with any other substance in any way, and any claim by the Buyer for a quality defect in, or loss of, damage to, or scarcity in quantity of, any Product shall be considered waived unless created in writing within seven (7) days of the date of receipt at destination. Buyer may not initiate any Claim or action, whatever form, coming out of the purchase or shipment of the Product(s) hereunder longer than one (1) year after the happening giving rise to the Claim or cause of action.

7. Liability Restrictions; Damages Restrictions; Remedies. BUYER ASSUMES AND RELEASES SELLER FROM ALL RISKS AND LIABILITY IN CONNECTION WITH THE BUYER’S BUYING, MANAGING, USAGE, OR RESALE OF THE PRODUCTS, WHETHER USED SEPARATELY OR IN COMBINATION WITH OTHER PRODUCTS. SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL ADVICE PROVIDED BY SELLER OR ITS SUPPLIERS REGARDING THE USE OF THE PRODUCTS OR THE RESULTS ACQUIRED THEREFROM, AND ALL SUCH ADVICE IS PROVIDED AND CONFIRMED AND APPROVED AT BUYER’S SOLE RISK. BUYER HEREBY RENOUNCES ALL CLAIMS AGAINST SELLER FOR INCIDENTAL DAMAGES, LOSS OF OR DAMAGE TO INTELLECTUAL PROPERTY OR REPUTATION, LOSS OF USE, LOSS OF REVENUE OR CLIENTS, AS WELL AS FOR ANY OTHER EXPRESS, IMPLIED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE RISK.  THE BUYER’S EXCLUSIVE REMEDY AND THE SELLER GROUP’S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY FOR INDEMNITY, DEFENSE, OR OTHERWISE, SHALL IN NO EVENT EXCEED (A) IN THE CASE OF PRODUCT-RELATED CLAIMS, THE PURCHASE PRICE PAID BY BU IN THE EVENT OF BULK DELIVERIES, THE SELLER GROUP’S TOTAL LIABILITY WILL NOT EXCEED THE PURCHASE PRICE PAID BY THE BUYER FOR THE PRODUCT(S) IMMEDIATELY PRIOR TO THE DATE OF SUCH CLAIM, PURSUANT IN ALL CASES TO AN AFFIRMATIVE OBLIGATION ON THE PART OF THE BUYER TO MITIGATE ITS BUYER HEREBY EXPRESSLY RENOUNCES ALL OTHER RIGHTS, IF ANY, TO DEFENSE OR INDEMNIFICATION FROM SELLER, INCLUDING DEFENSE OR INDEMNIFICATION UNDER STATE, FEDERAL, OR COMMON LAW.

8. Security. 8.1. Buyer acknowledges that there may be risks involved with the custody and usage of the Product(s) and its containers and agrees to bear all liability arising out of or in any way connected with its or their storage, ownership, transportation, handling, resale, or use, or their or their suitability for any particular use. Buyer recognizes the dangerous nature of the Product(s) and its responsibility to warn, protect, and educate any people who may be subjected to these risks in an acceptable manner. Additionally, Buyer recognizes that Seller supplied it with the necessary Safety Data Sheet(s) (hereinafter referred to as the “SDS”). Seller shall provide Buyer with extra SDS upon Buyer’s request. Buyer acknowledges that the Product(s) should not be stored or used without reviewing the SDS beforehand. Buyer shall ensure that all employees and other individuals who may come into contact with the Product(s) obtain and reference copies of the SDS.

8.2. If that Seller elects to react to an emergency affecting the Product(s) sold by Seller, Buyer thus consents to, and holds Seller Group harmless for, any measures taken or not taken by Seller Group in conjunction with such emergency. Additionally, Buyer agrees to defend, indemnify, and hold Seller Group innocuous from and against any and all setbacks, harm, incidents, obligations, actions, claims, or litigations of any kind arising directly or indirectly from such emergency, whether or not caused by Seller Group’s acts or omissions.

9. Containers That Can Be Returned. Buyer agrees that any returnable containers will remain Seller’s property and shall not be utilized for reasons other than storing Product(s) supplied by Seller. Buyer agrees to immediately return empty containers to Seller, but no later than ninety (90) days from the date of shipment. Buyer must pay Seller’s container deposit charges, as determined by Seller from time to time, and shall remit such costs in conjunction with payment for the Product(s) delivered in the container. Buyer will be reimbursed the container deposit costs upon return of the containers, supplied they are returned to Seller in good and reusable condition (reasonable wear and tear excluded) within ninety (90) days of the date of shipment and have been used only for storing the original contents. In the event that  returnable containers are not returned in their original condition within ninety (90) days after delivery or are used to store goods not bought from Seller, the deposit will be lost and kept by Seller. In addition to forfeiting the deposit, if a container is not returned to Seller within ninety (90) days of delivery, Buyer shall be responsible to Seller for the difference between the deposit and the returnable container’s replacement cost. The purchaser assumes full responsibility for properly disposing of containers and their components in line with current legislation. Buyer undertakes to defend, indemnify, and hold harmless Seller Group from any and all Claims resulting from Buyer’s treatment, usage, retention, or destruction of any container or its components.

10. Delivery. 10.1. Unless Seller expressly agrees otherwise in writing, all prices are net, FOB carrier, Seller’s warehouse, and (b) title to and risk of loss of Products transfer to Buyer at the FOB point. Seller is not liable for any loss, harm, or inconvenience that may happen after the carrier has accepted the Products for shipping. Shipment damage claims must be made directly to the carrier. Taxes, tariffs, foreign currency, and other charges applicable to the transaction must be determined at the rate in force at the time title is transferred to Buyer.

10.2. Buyer will assist completely with Seller’s delivery efforts and shall be adequately prepared to accept the Product(s) safely and promptly upon delivery.

10.3. Buyer is liable for inspecting all Products upon receipt to verify they are received in the proper quantity, concentration level, and kind. Any shortfall, surplus, mis-shipment, or fault in any Product must be notified to Seller within seven (7) days of the Product(s) being received by the Buyer. After this period, the Seller shall not be liable for any shortfalls or inability to fulfill requirements. In the event of bulk carload or tank car deliveries, in the absence of a manifest mistake, the Seller’s weight shall prevail.

10.4 The Buyer must provide sufficient access to on-site tanks or other appropriate receptacles to enable the Product to be unloaded efficiently (s).

10.5 Buyer shall not be entitled to modify or terminate these Terms or to seek damages as a result of late delivery or inability to provide. Buyer must bear all risk of loss or damage upon shipment of the Product(s) to Buyer’s location.

10.6. Upon reasonable request by Buyer, Seller may help Buyer in loading or unloading the Product(s), but such help will be provided at Buyer’s own risk. BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER GROUP INNOCUOUS FROM AND AGAINST ANY AND ALL LOSSES, HARM, INJURIES, OBLIGATIONS, ACTIONS, CLAIMS, OR PROCEEDINGS OF ANY NATURE ARISING DIRECTLY OR INDIRECTLY OUT OF THE LOADING OR UNLOADING OF THE PRODUCT(S), WHETHER OR NOT BASED.

11. Undue Delay and Buyer’s Delay. If the Product(s) are transported by carrier-provided tank wagons or hopper trucks, any costs incurred by the carrier for retention at destination will be borne by Buyer and remitted to Seller. The buyer is responsible for unloading and returning delivery equipment to the carrier within the tariff or contractual time without incurring demurrage and/or detention costs. If Seller is unable to deliver the Product(s) due to situations induced by Buyer, including, without limitation, Buyer’s inability to accept delivery, Buyer shall be responsible for all costs affiliated with the postponed shipment, storage of the Product(s), insurance, and any expenditure associated by Seller in making additional attempts to deliver the Product (s).

12. Price revision. Seller has the right to modify the price of any Product upon written notification to Buyer (including through email). If Seller is unable to increase any price included herein or to maintain any price currently in force due to a governmental limitation, Seller may cancel these Terms upon fifteen (15) days prior written notice to Buyer (including through email). Despite the foregoing, Seller has the right to modify the cost of any imported Product without prior notice after order acceptance to reflect changes in relevant foreign exchange rates, customs charges, or other governmental imposts.

13. Payment, Pricing, and Additional Charges; Credits. 13.1. Unless and until Seller accepts a particular order, stated costs are subject to change without notice. Once an order has been accepted by the Seller, it cannot be cancelled. Seller has the right to rectify any clerical or mathematical inaccuracies. Seller’s pricing is highly private, and Buyer agrees not to use or divulge them without first obtaining written permission from Seller.

13.2. Unless Seller agrees differently in writing, payment terms are thirty (30) days net. All payments payable hereunder shall be paid to Seller in the United States legal tender at the address specified on Seller’s invoice. Acceptance of sales drafts, cheques, or other forms of payment by Seller is conditional to prompt collection of the full face value thereof. Buyer promised to pay all applicable taxes (if any) on the Product’s sale, transport, storage, and usage. Buyer must reimburse Seller for any taxes, excises, tariffs, and other charges imposed by any federal, state, or municipal government on, or measured by, the manufacture, sale, transit, or use of, any Product supplied hereunder (excluding taxes on Seller’s income and property).

13.3. If Buyer does not pay on time, Seller may (a) demand advance payment from Buyer, (b) delay delivery, and/or (c) impose interest on any outstanding charges and interest at a rate of two percent (2%) each month (compounded monthly), or the utmost permitted by relevant law, whichever is less.

13.4 Buyer must pay the fees and prices specified in these Terms, as well as any additional special costs (including, but not limited to, interim crisis, facility interruption and coverage, shipping, fuel and energy fees) that Seller may assess from time to time. Extraordinary fees are not subject to Section 11 and might even be modified or added at the discretion of the Seller.

13.5. If Buyer fails to inform Seller in writing within thirty (30) days of receipt of an invoice of any disagreement, Buyer is conclusively assumed to be in agreement with all elements of the invoice.

13.6. Any credit provided by Seller to Buyer in connection with the Product(s) may be used solely against the cost of future acquisitions from Seller and will not be compensated in cash. Any such credit will terminate one (1) year after it is issued, and Seller will have no responsibility to Buyer if the credit is not applied prior to its expiration date.

13.7. Buyer shall have no privilege of set-off or withholding, and no payments owing to Seller may be deducted from Buyer’s account without Seller’s prior explicit written permission.

14. Force Majeure; Product Distribution. 14.1. Seller shall not be responsible for any postponement, defect, or inability to fulfill performance caused by events beyond Seller’s reasonable control, including without limitation, claims of force majeure, product distributions, work shutdowns or downturns, facility closures, or increased prices by Seller’s vendors; strikes; workforce challenges; shortages of energy, electricity, natural resources, or materials; failure to access shipping space; transportation postponements; fire; If a force majeure incident lasts over than thirty (30) days, Seller may end these Terms by giving Buyer written notice. Nothing in this provision will be understood or construed as requiring Seller to arbitrate a work stoppage or to sell the Product(s) to Buyer if such purchase would have a negative economic effect on Seller.

14.2. If Seller believes that there is a period of insufficient supply of the Product(s) for any cause, Seller may assign its inventory between Buyer and Seller’s other customers in its absolute discretion, without Seller being liable for inability to perform the amount or any portion thereof stated on any order, and Buyer forgoes any right to enforce a Claim against Seller in this regard.

15. Transportation Modes and Schedules. Unless Buyer specifies in writing at the time of acceptance of Seller’s quote the mode of transportation requested (air express, motor freight, etc. ), Seller will exercise its discretion in choosing the carrier and route. Estimated delivery dates are based on the prompt receipt of all required information and paperwork from Buyer, and Seller accepts no liability for delays. All delivery dates, shipments, and order lead times are contingent upon Seller’s ability to: (a) procure required materials and Products; and (b) arrange or supply transportation. If Buyer fails to accept delivery of a Product, Seller may charge Buyer for the Product and retain it at Buyer’s own risk and cost awaiting Buyer’s instructions.

16. Dispositions générales 16.1. If Buyer invokes or becomes susceptible to any provision of relevant bankruptcy or insolvency legislation, or breaches any relevant legislation, Seller may suspend or terminate these Terms by writing notice. Seller might even end these Terms, in addition to any other claims Seller could have at law or in equity, if Buyer fails to cure a monetary or other default within ten (10) days of Seller’s notification.

16.2. Without the prior written permission of Seller, Buyer may not distribute these Terms. For the purposes of these Terms, “assignment” includes any assignment resulting from a merger or other legal process. These Terms shall be final and binding on and shall inure to the advantage of the parties’ respective successors and authorized assigns. Buyer shall receive a written acknowledgement of these Terms from any authorized transferee of Buyer in a manner acceptable to Seller. Any alleged assignment made in contravention of this Section is null and invalid.

16.3. These Terms will be governed by and construed in compliance with applicable laws of the country in which the Seller maintains its corporate headquarters, without regard for its conflict of law provisions. By accepting delivery of any Product hereunder, Buyer irrevocably consents to personal jurisdiction in the aforementioned jurisdiction and waives any right to object on any grounds, including but not limited to forum non conveniens. Seller shall be awarded to collect its expenditures, including reasonable lawyers’ fees, in connection with any court action taken by Seller to enforce these Terms. To the greatest extent allowed by applicable law, each party knowingly, willingly, and deliberately waives any right to a jury trial in any court proceedings, cause of action, or dispute arising out of or related to these Terms. Each party certifies that they have consulted with or had the opportunity to consult with legal advice about this waiver.

16.4. At Seller’s option, any disagreement, dispute, or Claim between the parties (hereinafter referred to as a “Dispute”) that (a) does not rely on a third party and (b) arises out of or is related in any way to I these Terms or (ii) any sale, purchase, or use of the Product(s) herein and shall be resolved in accordance with the following procedure. The parties will make a good faith effort to resolve any Dispute via discussions between an executive officer of each party having the power to resolve the Dispute. If the Dispute is not resolved within thirty (30) days of the initiating party serving written notice on the opposing party, it shall be resolved solely, exclusively, and finally through binding arbitration conducted by the American Arbitration Association in full compliance with its commercial arbitration rules. Any court with jurisdiction may enter judgment on the arbitrator(s)’ award. Unless the sum in dispute surpasses two hundred and fifty thousand USD ($250,000), the arbitration must be conducted before a panel of three (3) arbitrators. The arbitrator(s) must have experience in the chemical or distribution industries. Each side must select one arbitrator if three arbitrators are to be appointed. The two arbitrators chosen in this manner shall select the third arbitrator. If three arbitrators are chosen, each party must pay one-half of the expense of the third arbitration. Unless otherwise specified, regardless of the result of the arbitration, each party must pay its own expenses. All additional charges, fees, and expenditures are to be shared equally by the parties. Arbitration must be conducted in the country in which the Seller has its corporate headquarters. The arbitration shall be conducted in the English language. The arbitrator(s) ruling must be in writing, accompanied by documented findings of fact, and shall be conclusive and agreed by the parties. The arbitrator has the authority to award monetary damages, but not to declare any damages that are prohibited by these Terms, or to provide injunctive or other equitable remedies. This Section is the exclusive forum for resolving any conflicts out of, in connection with, or relating to these Terms, provided that nothing in these Terms precludes either party from pursuing injunctive or equitable relief or seeking redress from the courts in connection with any Dispute involving a third party. No claim for arbitration under this Section may be filed over than one year after the incidence of the triggering event. The parties expressly waive the application of the following international conventions to these Terms: (a) the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods, (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods, and (c) the 1974 United Nations Convention on the Limitation Period in the International Sale of Goods, concluded in New York on 14 June.

16.5. Except as supplied in Section 12 herein, all notices needed or offered in link with these Terms shall be in writing and sent or supplied to each party’s last known address via (a) certified post, (b) licensed mail, return invoice demanded, or (c) nationally known courier service. To be enforceable against Seller, any notification related to a violation or termination of this Agreement must be delivered to Bellrock Chemical Inc 1025 Old Country Road Westbury, NY 11590. Notice is considered to be provided on the day it is received or rejected by the other party.

16.6. No party’s waiver of any of its obligations under these Terms shall be interpreted as a precedent, and shall in no way impact, restrict, or exclude that party’s subsequent right to enforce and enforce full adherence with each and every term or condition included herein. No waiver is valid unless it is in written and confirmed by the party seeking to enforce the waiver. Acceptance of any payment made beyond the stated due date by the Seller does not represent a waiver of the Buyer’s duty to make subsequent installments on the designated due dates.

16.7. If any term or sections of these Terms are found to be unlawful or unenforceable, the remaining provisions’ validity and enforceability shall not be impacted or damaged in any manner. Section titles are provided for reference purposes only and shall not be utilized in understanding or analyzing these Terms.

16.8. All requirements, equations, illustrations, imagery, explanatory matter, and specifics contained in Seller’s catalogs, website, and marketing documents (hereinafter referred to as the “Descriptions”) are for informational purposes only, do not constitute a part of these Terms, and are made without representations or guarantees of any kind. No inconsistency between the Product(s) and the Descriptions entitles the Buyer to terminate these Terms or to claim compensation or damages.

16.9. Seller reserves the right to modify or alter these Terms at any moment without prior notification to Buyer, and such modifications or amendments will be effective for any orders received after the revision date stated below.

16.10 If Buyer seeks a modification to these Terms, Seller reserves the right to raise the cost of the Product(s) to cover any additional expenses incurred.

16.11 Buyer represents and guarantees that it is not a “Prohibited Person” under the Office of Foreign Assets Control’s definition.

16.12 Unless Seller expressly authorizes Buyer to distribute the Product(s) provided hereunder, the Product(s) are given to Buyer for Buyer’s internal use only, and Buyer might not even repackage, resell, or otherwise transfer the Product(s) without Seller’s prior written permission. Even with Seller’s permission, Buyer undertakes to comply with all relevant export rules and regulations regarding the Product(s) and to refrain from transshipping or reselling the Product(s) to any person or organization that is a “Prohibited Person” as determined by the Office of Foreign Assets Control.

16.13 Buyer must not incorporate the Seller’s trademarks, in whole or in part, into Buyer’s name, nor shall Buyer establish any name, including web addresses, or mark vaguely similar to the Seller’s trademarks. Buyer understands that no right or interest in Seller’s trademarks or other intellectual property is being granted to Buyer and that Buyer might not use the same without Seller’s prior written permission.

16.14. The parties hereto are in the capacity of Buyer and Seller. Nothing in these Terms, nor any course of business between the parties, will be interpreted as creating or implying an employment or agency relationship between the parties, or between one party and the other party’s employees or agents. As a result, neither party shall have the authority to obligate the other party in any manner, to incur any obligation on behalf of the other party, or to act in any other capacity on behalf of the other party. Each party is entirely responsible for paying its employees’ wages (including income taxes and social security withholding), workers’ compensation, and any other employment benefits.

16.15. Buyer shall keep accurate and full records of the Product’s acquisition and sale (s). The Buyer will keep such records for a period of at least twenty-four (24) months after the Product’s delivery (s). To ascertain whether Buyer has met with its duties under these Terms, Seller will have the option, subject to reasonable confidentiality restrictions, to examine Buyer’s records during normal business hours, provided that such inspections do not impair Buyer’s operations unduly.

16.16. These Terms will not be interpreted more harshly against any party based on who prepared them first.

16.17. Any part of these Terms that is explicitly or by its nature intended to survive their termination will do so in perpetuity.