Unless Buyer agrees otherwise in writing, the following Standard Terms and Conditions shall be applicable to all buying of Goods or Services made pursuant to buy orders or other related documents (hereinafter referred to as a “Purchase Order” with the suitable cover page, commercial invoice, or similar or other documentation).

• The provisions of Parts A and C shall be applicable to Buyer’s purchases of Goods.

• Sections B and C shall be applicable to Buyer’s acquisitions of Services.

• Parts A, B, and C shall be applicable to acquisitions of Services made by Buyer in conjunction with a purchase of Goods made by Seller. 

The term “Seller” refers to either the individual providing the Goods directly to Buyer or the main contractor delivering the Services to Buyer. 

The term “Goods” refers to all equipment, materials, supplies, and other goods that Seller will provide to Buyer pursuant to this Purchase Order, whether or not specifically stated on the cover page, order form, or other documentation (collectively, the “cover page”) that is attached to this Purchase Order, as well as all specifications, instructions, and installation, operating, and operating instructions required for the installation, operation, and maintenance of the Goods. 

“Services” refers to any labor, work, and other services that Seller is required to deliver to Buyer according to this Purchase Order, regardless of whether they are explicitly stated in any document that is a part of this Purchase Order. 

“Delivery Point” refers to the location at which Seller will deliver Goods to Buyer, as specified in this Purchase Order or as otherwise accepted in writing by the parties.

1. TERMS AND CONDITIONS OF PURCHASE

1. GUARANTEES

1. Seller shall deliver the Goods to the Buyer in accordance with the terms terms and conditions conditions set forth in this Purchase Order; in the event of a conflict between these Terms and Conditions for Suppliers and the other terms and conditions set forth in this Purchase Order, these Standard Terms and Conditions shall govern. 

1. Seller signifies and guarantees that the Goods supplied hereunder: i) shall be of the description and quality specified herein, free of defects in design, workmanship, and material, (ii) shall be new and of merchantable quality, (iii) shall be suitable and fit for the purpose for which they are to be used, (iv) shall undertake in accordance with the standards and illustrations, if any, supplied by the Buyer or otherwise referenced or incorporated in the Purchase Order, (v) shall All Goods supplied pursuant to this Purchase Order will be free of liens, encumbrances, and other liabilities. Buyer shall examine all Goods at all times, but neither Buyer’s examination nor Buyer’s failure to inspect will relieve Seller of any duties herein or represent a release of any of Buyer’s rights or guarantees against Seller. If any Goods are found to be nonconforming to standards or illustrations or to be otherwise faulty, the following applies: i) Buyer may dismiss all or any parts of the defected or flawed Goods purchased under this Purchase Order in its sole discretion, and they may be (A) held at Seller’s risk or (B) returned to Seller upon notice and at Seller’s expense, and Buyer shall be entitled to a full refund; or (ii) at Buyer’s option, Seller shall immediately repair or replace same at Seller’s sole cost. 

1. The guarantees set forth in this Section 1 shall remain in full force and effect for the longer of the following periods: i) eighteen (18) months from the date of transfer of title to the Goods, or (ii) twelve (12) months from the date of start-up of the Goods or equipment into which the Goods are incorporated, whichever period expires first. 

1. Where Goods are repaired or replaced under the terms of the preceding warranties, such Goods are warranted for an additional period of either i) eighteen (18) months from the closing date of such repair or replacement, or (ii) twelve (12) months from the date of restarting the Goods or the equipment into which the Goods are incorporated, whichever period expires first. 

1. In addition to the guarantees set out above, Buyer shall be given the benefit of any of Seller’s customary service warranties and guarantees. 

1. Seller shall pay all expenses associated with removing, repairing, replacing, and reinstalling Goods covered by the above guarantees. 

1. To the maximum extent allowed by law, Seller hereby assigns and transfers to Buyer all rights to and benefits under any and all manufacturers’ or suppliers’ guarantees (each a “Manufacturer’s Warranty”) that apply to or otherwise relate to any Goods supplied under this Purchase Order. Seller will cooperate completely with and help Buyer in asserting any Manufacturer’s Warranty claim. Any assertion by Buyer under a Manufacturer’s Guarantee shall not preclude Buyer from (A) asserting any other guarantee or (B) otherwise protecting its rights; or (C) limiting or restricting Buyer’s legal or equitable rights or remedies. 

1. Buyer’s acknowledgement of, or compensation for, the Goods delivered under this Purchase Order shall not comprise an exemption by Buyer of any of Seller’s guarantees, express or implied, and shall not be considered to alter or affect Seller’s commitments or privileges under any of such warranties, express or implied, nor shall Buyer’s acknowledgement of, or compensation for, any Goods represent an exemption of any of Buyer’s rights or remedies, whether contained herein, in law, or otherwise. 

1. All implied guarantees and their associated advantages shall inure to the benefit of Buyer, its successors, assigns, and customers. 

1. To the extent that the Goods will be sold into or distributed in the United States, Seller warrants that its manufacturing facility (and any other facility approved for use by Buyer for the manufacture, processing, packing, or storage of product inputs or Goods) (the “Facility”) is registered with the United States Food and Drug Administration in accordance with the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 and the regulations promulgated thereunder. Seller shall adhere to all of the Bioterrorism Act’s record keeping obligations applicable to “Non-Transporters” with regard to the Goods. 

1. Seller must ascertain, at Buyer’s request, whether any Products include tin, tantalum, tungsten, gold, or any other material classified as a “conflict mineral” under relevant Securities and Exchange Commission (“SEC”) rules. If no Product includes one or more conflict minerals that are required for the Product’s functioning or manufacture under relevant SEC regulations and interpretations, Seller must attest to Buyer, upon request, that none of the Products contain such conflict minerals. If any Product includes one or more of these conflict minerals, Seller must attest to Buyer the nation of origin of any such conflict mineral or that the conflict mineral was obtained via recycled or scrap sources as defined by relevant SEC regulations. If Seller is unable to identify the country of origin and the conflict mineral(s) in question did not come from reprocessed or scrap sources, Seller shall conduct a reasonable country of origin inquiry of its relevant suppliers, in accordance with then-current SEC rules governing the conduct of a reasonable country of origin inquiry. If Seller becomes aware that any conflict minerals required for the functionality or production of any Products originated in a “covered country” as defined by the SEC’s conflict minerals rules and were not sourced from recycled or scrap materials, Seller shall produce a great faith attempt to identify whether such conflict minerals originated at a processing facility certified as conflict-free by a recognized industry group that requires an indicia of origin. Additionally, Seller must take such other steps and submit such additional information as Buyer may require in order for Buyer to be or stay compliant with relevant conflict minerals laws, rules, and regulations. 

1. The guarantees set out or alluded to herein are in addition to any other legal or equitable rights or remedies Buyer may have. m. Seller shall give Buyer written notice of any adjustments in or to the Goods, including, without limitation, modifications in or to the standards, natural resources, wrapping, production methods, manufacturing locations, analytical testing procedures, use of a new reagent or liquid, or any other modification that results in an alteration of the Goods’ physical or chemical characteristics.

1. Seller signifies and guarantees that no article produced, packed, kept in storage, transmitted, dispatched, supplied, classified, or marketed by Seller (hereinafter “Article”) hereunder is: i) adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act (“FDCA”), as amended, the Federal Meat Inspection Act, as revised, the Federal Poultry Products Inspection Act, as revised, or any laws and regulations promulgated thereunder; or ii) o. Seller represents and warrants that each Article will be manufactured, packaged, and labeled in accordance with the Consumer Product Safety Act, as revised; the Federal Hazardous Substances Labeling Act, as revised; and all other applicable federal, state, and/or local laws, including all laws and regulations promulgated thereunder, governing the manufacture, packaging, and labeling of the Article. 

1. Where the Goods contain chemicals or chemical substances in any form, Seller shall supply Buyer with an analysis certificate with each delivery, shall retain a retain of such chemical or chemical compound until the warranty period expires, and shall make a specimen from such sustain available to Buyer upon request. 

2. TITLE. 

1. Seller represents and guarantees to Buyer that Buyer will obtain clear and unencumbered ownership to the Goods provided hereunder and that Buyer may purchase, possess, hold, use, and dispose of the Goods without violating any patent, industrial design, copyright, or trademark, whether foreign or domestic. a. Ownership of each product included in the Goods must go to Buyer upon the sooner of i) payment for such item or ii) delivery of such item to the Delivery Point. Regardless of the above, potential loss for all Goods shall stay with Seller and shall pass to Buyer only when the Goods are placed in Buyer’s care, custody, and control at the Delivery Point. 

3. ORIGINALITY CERTIFICATE 

Wherever possible: a. Seller shall prepare and issue, at Seller’s expense, Certificates of Origin for Goods sold pursuant to the North American Free Trade Agreement (NAFTA) or any successor legislation, and shall provide copies of the issued Certificates of Origin to the customs administrations of Seller’s and Buyer’s home countries upon request, as well as all information requested by either customs administration in relation to the issued Certificate(s) of Origin. Seller must retain records pertaining to the Certificate of Origin for a period of five (5) years or longer as required by law. Otherwise, Seller must adhere to its responsibilities under NAFTA or any successor law. 

1. Seller shall defend, indemnify, and hold harmless Buyer from and against any liability, loss, or cost incurred for additional duties, tariffs, and fines imposed by any customs administration as a result of the Certificate(s) of Origin provided with regard to the Goods being found to be incomplete, false, or otherwise invalid in whole or in part, or as a result of Seller’s breach of Section 3(a) Certificate of Origin above. Seller’s indemnification hereunder shall include all expenditures, including legal expenses, resulting from any subsequent redetermination or reconsideration of any of the Goods. 

4. MANUFACTURING. 

Seller must guarantee that all Goods are packed in compliance with relevant law and regulation and in such a way that they are protected throughout transportation and delivery to Buyer. 

5. LABELING AND DISTRIBUTION. 

1. Seller must include or attach the Purchase Order number on all bills, packing lists, shipments, containers, and other communications relating to this Purchase Order. Each package must always be accompanied by all safety documentation or comparable paperwork, as well as a packing list indicating the precise amount and description of the Goods sent. Seller must clearly label all containers with essential lifting, handling, environmental, and safety information, as well as shipping information. 

1. In instances where the purchaser is liable for freight costs Unless otherwise stated or instructed by Buyer, Seller will send the Goods in the most inexpensive way and route possible. 

1. If Buyer instructs or orders Seller to transport the Goods in a particular way or through a particular route and Seller fails to comply, Seller will refund Buyer for any loss or additional costs incurred by Buyer as a consequence of such failure. 

6. TERMS OF PAYMENT. 

Unless Buyer agrees differently in writing in the Purchase Order, invoices are due and payable 60 days from the later of (i) Buyer’s receipt of the invoice or (ii) Buyer’s receipt of the Goods. 

1. TERMS AND CONDITIONS OF SALE FOR SERVICES 

7. PERFORMANCE. 

1. Seller shall perform the Services diligently and carefully in accordance with this Purchase Order and shall provide all labor, supervision, tools, materials, and equipment necessary for such performance, as well as, as directed by Buyer, all Goods needed in relation to the Services. 

1. Unless Buyer agrees otherwise in writing, Seller must remove all equipment, excess materials, and debris from Buyer’s premises promptly upon performance of the Services and shall leave such locations clean and orderly. 

1. Title to all work products arising from the Services shall transfer to Buyer upon completion of such work product. Despite the above, Seller shall bear all risk for the Services and all work product until the Services hereunder are completed and accepted by Buyer. 

8. GUARANTEE 

1. Seller signifies and guarantees to Buyer that: i. Seller will undertake the Services in a professional and businesslike way, in conformance with the industry’s maximum quality of care, comprehensiveness, and acumen; ii. Seller will undertake the Services in accordance with relevant laws, regulations, and rules, as well as all specifications, drawings, and other documentation supplied by Buyer, or as otherwise agreed to in writing between Buyer and Seller; and iii. Seller will perform the Services in accordance with the requirements. 

1. The above warranties shall remain in effect for a period of twelve (12) months after the completion of the Services. During such time, Seller will re-perform any Services that were done improperly or do not otherwise conform with the above guarantees. 

1. Where Services are re-performed in accordance with the above guarantees, such Services are guaranteed for an additional twelve (12) months from the date of re-performance. 

1. Seller shall pay all expenses associated with re-performing the Services in accordance with the above guarantees. A. Seller must assign to Buyer the benefit of any warranties or similar commitments made by Seller’s subcontractors or suppliers (each and collectively “Supplier Warranties”). Seller must guarantee that any Supplier Warranties are attributable to Buyer without the subcontractor’s or supplier’s permission, or shall acquire such consents prior to executing the Services. Seller will completely help Buyer in asserting any Supplier Warranty claim. Any dispute by Buyer under a Supplier Warranty shall not: (i) exclude Buyer from asserting rights under any other warranty or (B) attempting to defend its rights in any other manner; and (ii) limit or restrict Buyer’s legal or equitable rights or remedies. 

9. EMPLOYEES AND EQUIPMENT OF THE SELLER. 

Buyer may refuse to enable Seller’s people or equipment to access any of Buyer’s premises if Buyer deems in its absolute discretion that such persons or equipment do not comply with relevant safety and security standards or for any other legally permissible cause. Seller shall indemnify, defend, and hold harmless Buyer from and against any and all claims, causes of action, petitions, demands, losses, or expenses of any kind (including court costs, interest, and attorney’s fees) arising out of Buyer’s refusal to permit Seller’s personnel or equipment to enter any of Buyer’s premises. 

10. BOND. 

Seller must provide Buyer with a performance bond in the amount specified by Buyer upon request. Buyer reserves the right to approve the form and substance of the bond and surety. 

11. ENVIRONMENTAL SUSTAINABILITY, HEALTH, AND SAFETY. 

The parties agree as follows, without limiting the scope of Section 27 Compliance with Laws and Policies below: a. Seller shall comply with, and shall be responsible for ensuring that its employees, agents, and subcontractors comply with, all applicable environmental laws, regulations, by-laws, permits, approvals, and other lawful requirements imposed or issued by any Federal, State, Provincial, or local government, as well as any environmental systems and practices imposed by Buyer from time to time. 

1. Buyer may review Seller’s environmental practices and processes at any time and may, from time to time, request Seller’s help in conducting such evaluations.

1. Seller shall comply with, and shall be responsible for, all applicable Federal, State, Provincial, and local occupational health and safety laws and regulations, and any added safety rules imposed by Buyer from periodically, whether attached as an Appendix to these Terms and Conditions for Suppliers and made a part of a Purchase Order, or otherwise. 

12. INSPECTION OF THE SITE. 

Seller acknowledges that prior to accepting the Purchase Order, it thoroughly examined it and became acquainted with and considered the location and all conditions relating to the work to be performed as part of the Services, including, without limitation, topography, access to the work site, right-of-ways, the nature and quantity of surface and subsurface circumstances, the uncertainty (each and collectively “Site Conditions”). Seller must notify Buyer in writing of any proposed modifications to the Purchase Order due to Site Conditions. 

13. TERMS OF PAYMENT. 

Unless otherwise stated in the Purchase Order, the following payment conditions apply to Service purchases: a. In the event that the Services are purchased in a lump payment, no invoice must exceed an amount proportional to the Services provided during the time covered by the invoice. Invoices should contain any information requested by the Buyer. b. In the case of hourly rates for the Services, invoices shall include a declaration of hours expended by each of Seller’s personnel at their relevant hourly rates, the dates on which such hours were expended, and a description of the Services provided, as well as any other information requested by Buyer. c. For Purchase Orders invoiced on a time and materials basis, items must be individually specified on each invoice, along with any other information requested by the Buyer. d. Unless otherwise stated in the Purchase Order, bills are due and payable 60 days after Buyer receives the invoice or upon delivery of the Services covered by the invoice. 

1. TERMS AND CONDITIONS THAT APPLY TO ALL ORDERS FOR PURCHASE 

14. APPROVAL. 

This Purchase Order constitutes Buyer’s proposal to Seller, and acknowledgement is explicitly limited to its terms; Buyer hereby objects to and rejects any additional or different terms contained in any response to this purchase order; additionally, Buyer and Seller are not obligated by prior transactions or trade usage. EXCEPT AS EXPRESSLY AGREED IN WRITING BY BUYER, IN THE EVENT OF CONFLICT OR INCONSISTENCY BETWEEN ANY AGREEMENT SUBMITTED BY SELLER AND THE PROVISIONS HEREOF, THE PROVISIONS HEREOF SHALL REGULATE AND CONTROL, AND SELLER ACKNOWLEDGES THAT UNIFORM COMMERCIAL CODE SECTION 2-207.

Each time Seller accepts a Purchase Order, a new legal contract between Seller and Buyer is formed, subject to the conditions hereof. Seller’s acknowledgment of a Purchase Order may be deemed to occur upon any of the following actions: a. Seller’s signature and return of any cover sheet, order form, or similar document referencing these Terms and Conditions for Suppliers; b. Seller’s delivery of all or any component of the Goods surrounded by a Purchase Order; c. Seller’s express written acknowledgement of these Standard Terms and Conditions; or d. Seller’s achievement of any of the Services identified in a Purchase Order. 

15. DRAWINGS AND SPECIFICATIONS. 

Unless the parties agree otherwise, any designs, blueprints, specifications, dies, patterns, and tools, whether provided by Buyer or produced or manufactured by Seller, shall be the property of Buyer. 

16. PRICE. 

Unless Buyer explicitly waives this provision, all prices stated by Seller must be in United States Dollars or translated to an equal United States Dollar value at the time of quotation; provided, however, that prices shall be given in Canadian Dollars when Buyer expressly requires it. Prices shall be as last stated in writing by Seller to Buyer and shall not be subject to modification without Buyer’s prior written consent, given prior to delivery of the Goods or execution of the Services. After obtaining notification of a price adjustment, the buyer may withdraw any purchase without incurring any responsibility. Packing, packaging, freight/shipping, and handling charges will not be permitted or paid by Buyer unless explicitly included in Seller’s price estimate prior to Buyer’s acceptance. Prices for Services must include all expenditures, charges, and fees associated with the acquisition, maintenance, and repair of all equipment, products, and materials required to perform the Services. a. Unless Buyer agrees in writing, no increase in the price or other charges reflected on Buyer’s Purchase Order, including, without limitation, improvements in customs and excise duties, will be payable by Buyer after the date of Seller’s price quote accepted by Buyer. c. Buyer’s payment or acknowledgment of Goods or Services under this Purchase Order shall not constitute a waiver of any term of this Purchase Order, nor will anything contained herein be interpreted to restrict any implied warranties or conditions. d. If Buyer discovers a mistake in an invoice, such error must be corrected within thirty (30) days of the date of discovery; provided, however, that no adjustment will be made for any error found by Seller more than twelve (12) months after Buyer receives an invoice. e. Unless otherwise specified in this Purchase Order, Seller assumes exclusive liability for and shall promptly pay all sales, use, customs and excise, import, export (from country of origin), value added, and other taxes, charges, duties, levies, imposts, or contributions of any kind imposed on or measured by the Goods or Services supplied hereunder (Collectively “Sales Taxes”). Seller shall indemnify, defend, and hold harmless the Buyer Indemnified Parties, as specified herein, from and against any claims, causes of action, expenditures (including judicial expenditures and legal costs) emerging out of Seller’s failure to pay any Sales Taxes that Seller is responsible for under this Section. f. Unless otherwise specified in this Purchase Order, Seller assumes exclusive liability for and shall pay prior to delinquency all Federal, State, Provincial, and local income taxes, pension payments, social security taxes, employment, disability, and other customary insurance, as well as any other taxes or payments due and owing by Seller or resulting from fees or amounts paid by Buyer to Seller under this Purchase Order (individually and collectively). Seller will indemnify, defend, and keep harmless the Buyer Indemnified Parties, as defined herein, from any claims, causes of action, costs and expenditures (including judicial expenditures and legal costs) arising out of Seller’s failure to pay any Income Taxes due under this Section. g. Buyer must provide Seller with any applicable, valid, and effective tax exemption certificates, and Seller will collect Sales Taxes and other taxes in accordance with the terms of such tax exemption certificates. h. Any relevant sales taxes and other government charges must be itemized separately on the Seller’s invoice. i. All tax and duty refunds, remissions, exemptions, or other similar savings shall be for Buyer’s account and shall be applied to the Purchase Order’s price. If Buyer has already paid the price specified in the Purchase Order, Seller must pay Buyer any rebates, remissions, exemptions, or other similar savings within ten (10) days of their receipt. In accordance with relevant legislation, the seller must immediately apply for all possible rebates, remissions, and exemptions. j. Early payment discounts shall commence on the later of: i. Buyer’s receipt of Seller’s invoice, ii. Goods delivery, or iii. Services completion. 

17. LOWEST PRICE AND RELEASE OR MEETING. 

1. Seller must not charge Buyer a price for products included by these terms and conditions that is more than the price charged to any other customer for similar goods. b. If Buyer notifies Seller at any time that it has been offered (including through a bid process initiated by Buyer) a product in equal or lesser quantities and of comparable or superior quality to the Product by another supplier (an “Alternative Supplier”), which would lead in a lesser delivered cost to Buyer for such Product than the delivered cost in influence under this Agreement, or would otherwise lead in more advantageous economic terms for Buyer, c. Following receipt of the auditor’s verification of the Alternative Supplier Offer, Buyer shall provide Seller with the following time periods: i) fifteen (15) days to meet the Alternative Supplier Offers lower price for any Product ordered after the fifteen (15) day period; or (ii) sixty (60) days to meet a value or performance benefit.

If Seller is unable to satisfy the relevant fifteen (15) or sixty (60) day deadline, Buyer may buy the quantity of Products contained by the Alternative Supplier Offer, and any such buying from an Alternative Supplier will reduce the quantity of Product Buyer is required to purchase under this Supply Agreement. 

18. TIMELY PERFORMANCE AND COVERAGE. 

1. Seller acknowledges and accepts that time is of the essence, and Seller undertakes to supply all Goods and conduct and finish all Services in relation to the time schedules referenced on the cover page hereto or as otherwise agreed by the parties. b. If Seller reasonably anticipates that it will be unable to deliver Goods or execute and finish all Services within the time periods specified above, Seller will promptly inform Buyer of the expected delay and take all necessary efforts to expedite performance in order to avoid such failure. Seller must bear all extra expenses incurred as a consequence of such actions, including, but not limited to, the entire cost of coverage for Goods or Services not delivered or finished on time. c. The parties acknowledge and agree that Seller is an independent contractor, and that nothing in this Purchase Order or elsewhere, nor any prior relationships or course of dealings between the parties, shall be construed as comprising a joint venture or partnership or create a relationship of principal and agent, master and servant, franchise owner or franchisee, or employer and employee. Seller shall be entirely accountable for the performance of the Services, which shall be done according to Seller’s own methods and at Seller’s own risk, subject to compliance with the terms of this Agreement. d. In accordance with its independent status, the seller must ensure that it and any of its employees are registered with the appropriate government agencies for workers’ compensation, unemployment insurance, social security or an equivalent program, and income tax. Seller must compensate the Buyer Indemnified Parties for failing to pay any of the aforementioned taxes in line with Section 16 (e) Price. e. Seller must ensure that all Seller employees and subcontractors obtain any training needed by relevant law, applicable governmental rules, or authorizations on health and safety or any other subject. Buyer will specify any extra health and safety precautions that are necessary for the job. Seller must supply Buyer with documented documentation of such training and labor credentials upon Buyer’s request. 

19. SUBCONTRACTORS 

1. Seller may not subcontract any portion of this Purchase Order without Buyer’s prior written permission, and such approval shall not relieve Seller of its obligations to Buyer under this Purchase Order. b. Seller shall enter into formal agreements with subcontractors that contain provisions obliging them to execute in compliance with and in compliance with the terms and conditions of this Purchase Order. c. Seller shall be completely liable to Buyer for the actions and omissions of its workers, agents, and subcontractors, as well as the employees and agents of each subsequent tier. 

20. INDEMNITY. 

Seller shall defend, indemnify, and hold harmless Buyer, its representatives, stockholders, supervisors, executives, officers, staff, advisors, and affiliates (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, liabilities, or expenditure (including legal fees and expenses), suits, actions, assertions, requirements, and damages of all kinds and descriptions resulting from bodily injury, sickness, disease, or death of any person or persons, or damage to any property. 

It is expressly agreed that, with respect to any and all claims brought against Seller by any employee or agent of Buyer, any indemnification available hereunder shall be unaffected by any immunity to which Seller may be entitled under any workman’s comp and/or industrial insurance acts, disability allowance acts, or other employee benefits acts, or by any limitation on the amount or type of damages, compensation, or benefits payable. Despite the foregoing and in addition to Seller’s obligations therein, Seller agrees to fully indemnify, protect, defend, release, and indemnify and hold Buyer from and against any and all third party product liability Claims, except to the extent such Claims are directly and proximately caused by Buyer’s negligence or willful misconduct. 

21. INSURANCE. 

1. Seller must acquire and maintain, at its cost, the following minimum coverages from insurers with an A.M. Best rating of A VIII or higher during the duration of this Purchase Order, which may be enhanced at Buyer’s reasonable discretion: i. commercial general insurance coverage (including contractual, goods, and finished operations insurances) in an amount not less than $1,000,000 per occurrence, covering bodily injury, death, and property damage arising out of or relating to Seller’s acts or omissions in providing the Goods or performing the Services, which insurance shall name Buyer as an additional insured, provide an exemption of subrogation in Buyer’s favor, and provide thirty (30) days’ notice of cancellation. b. Prior to providing any Goods or Services under this Agreement, Seller shall deliver to Buyer a wide form “vendors endorsement,” ISO # 20-15-07-04 or an equivalent thereof, in favor of Buyer, as well as a certificate of insurance evidencing the foregoing coverages, or, if Buyer so requests, certified copies of the foregoing insurance policies and endorsements. The above insurances shall take precedence over any other coverage available to the Buyer. c. Seller’s compliance with this section will not be understood or construed to reduce Seller’s responsibility for its actions or omissions or to restrict, alter, or otherwise impact Seller’s indemnification obligations under this Purchase Order. Seller’s insolvency, bankruptcy, or failure to pay claims asserted against any insurance company carrying coverage for Seller, or any such insurance company’s failure to pay claims asserted for any reason, will not absolve, waive, or change any of Seller’s obligations or liabilities under this Agreement. d. Seller must ensure that its authorized subcontractors adhere to the above insurance requirements, and each authorized subcontractor shall supply Buyer with proof of the foregoing coverages and endorsements prior to providing any Goods or Services hereunder. 

22. CONFIDENTIALITY. 

Seller shall not use or disclose to any third party any company information, business strategies, data, patterns, illustrations, specifications, or other information belonging to or supplied by or on behalf of Buyer (collectively, the “Confidential Information”), except as necessary to perform this Purchase Order. All Confidential Information, including any duplicates thereof, shall be returned to Buyer upon fulfillment of the Purchase Order or at Buyer’s earlier request. Where Seller’s freelancers or vendors are provided with Buyer’s Confidential Information in connection with the execution of this Purchase Order, Seller must include the terms of this section into its orders and guarantee compliance by its suppliers.

23. DISCONTINUATION. 

Buyer may terminate this Purchase Order in whole or in part at any time by writing notice to Seller. Seller shall promptly terminate any Services or activities related to the supply of Goods being performed in conjunction with this Purchase Order upon receipt of such notification, unless as instructed by Buyer. Buyer must pay Seller for Goods supplied and Services actually performed to Buyer up to the effective date of termination, subject to audit. Buyer shall in no circumstances be responsible to Seller for any lost or expected profits. 

24. SET-OFF. 

1. Buyer shall always be entitled to set-off against any amount due or owing to Seller under this Purchase Order, such amounts as Buyer believes are sufficient to: i) cover any account owed by Seller to Buyer or any of its affiliated companies; or (ii) protect Buyer from any losses or expenses resulting from defects or deficiencies in the Services performed or Goods provided by Seller, or any other failure by Seller to comply with the requirement. b. Buyer shall also have the right, but not the responsibility, to withhold any funds due hereunder and apply them to the payment of: I any liabilities of Seller to Buyer in any manner whatever; or (ii) any obligations of Seller to any other parties arising out of this Purchase Order. 

25. FORCE MAJEURE. 

Neither party will be responsible for delays or failures caused by acts of God, terrorism, actions of government or the public enemy, war, fires, floods, epidemics, freight embargoes, or other circumstances substantially beyond their control. The party affected shall make reasonable steps to remedy such force Majeure as soon as practicable and, upon timely writing notification to the other party, shall be excused from making or accepting deliveries hereunder to the extent of such prevention or limitation. In the case of such failure to fulfill, Buyer may terminate this Purchase Order in accordance with Section 24 Termination hereof. If there is ever a period of insufficient supply of Goods for any reason, Seller shall allocate to Buyer the proportion of available inventory that Buyer’s purchases of the affected Goods during the preceding twelve (12) months bears to Seller’s total sales of the affected Goods to Seller’s other customers under written contract for the purchase of the affected Goods during such period. 

26. LIENS. 

1. Seller agrees to maintain Buyer’s premises free and clear of any liens and liabilities resulting from the execution of this Purchase Order. b. Buyer may deduct a lien holdback from the price agreed to be paid to Seller for the purpose, in the manner, in the amount, and within the time periods specified by all applicable laws, rules, and regulations. If a lien or charge is filed against Buyer’s premises in connection with this Purchase Order, or if any claim exists in connection with this Purchase Order that could serve as the basis for a lien or charge against Buyer’s premises, Seller shall take all necessary steps to discharge the lien, charge, or claim immediately. If the lien, charge, or claim is not discharged within five (5) days of Buyer’s notification, Buyer may take any measures required to discharge the lien, charge, or claim, including withholding payments due under this Purchase Order. Seller will be responsible for and shall indemnify and hold harmless Buyer from and against any and all costs and expenses (including legal fees) and other liabilities resulting from such lien, charge, or claim. 

27. ABIDE BY LAWS AND POLICIES 

Seller must comply with all relevant federal, state, provincial, and municipal laws, rules, ordinances, licenses, approvals, and other legal requirements imposed or issued by any of these governments. Additionally, Seller must adhere to any business conduct standards and safety and security requirements that Buyer may impose from time to time. Seller must ensure that its employees, subcontractors, and agents are aware of and comply with the above laws, regulations, by-laws, permits, approvals, policies, and rules, and shall provide Buyer with any proof of compliance requested by Buyer from time to time. 

28. APPLICABLE LAW. 

This Purchase Order shall be deemed to have been entered into in the State or Province in which the Buyer’s corporate head office is located and shall be construed in accordance with the laws of that State or Province governing the sale of Goods or provision of Services, without regard for that jurisdiction’s choice or conflict of laws rules. The parties explicitly exclude the following international agreements from applicability 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, (1980); (b) the United Nations Convention on Contracts for the International Sale of Goods, (1980); and (c) the United Nations Convention on the Limitation Period in the International Sale of Goods, concluded in New York on 14 June 1974, and the Protocol Amending the Convention on the Limitation Period in the International Sale of Goods, concluded in 

29. RESOLUTION OF DISPUTES. 

This Agreement will be governed and construed in accordance with the laws of the state in which the Buyer’s corporate headquarters is situated, without regard for any conflict of law provisions. To the greatest extent allowed by applicable law, each party knowingly, willingly, and deliberately waives any right to a jury trial in any legal action, proceeding, cause of action, or counterclaim arising out of or related to this Agreement. Each party certifies that they have consulted with or had the opportunity to consult with legal advice about this waiver. Any dispute, controversy, or claim arising out of or relating in any way to this Agreement and/or the sale, purchase, or use of Products hereunder, or any transaction contemplated hereby that involves a party who is not a party to this Agreement and cannot be resolved amicably by the parties shall be resolved solely, exclusively, and finally by binding arbitration conducted by the American Arbitration Association in conformance with its commercial arbitration rules. Any court with jurisdiction may enter judgment on the arbitrator(s)’ award. Any party may provide notice of its intent to submit a dispute to arbitration in accordance with this Agreement’s notice provisions. Unless the amount in dispute exceeds $250,000, the arbitration shall be conducted prior to a panel of three (3) arbitrators, each of whom shall have expertise and understanding in the chemical distribution business. 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 binding on the parties. The arbitrator shall have the authority to award monetary damages, but not to award any damages expressly prohibited by this Agreement, or to provide injunctive or other equitable remedies. This section is the only forum for resolving disputes arising out of, in conjunction with, or relating to this Agreement, except that nothing in this Agreement precludes any party from obtaining injunctive or equitable remedies in line with legislation. The parties explicitly waive the applicability of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement, including, but not limited to, Article 35(2) of that Convention.

30. WAIVER OF TRIAL BY JURY. 

SELLER IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM OF ANY NATURE RELATED TO THIS PURCHASE ORDER, ANY DOCUMENTS IMPLEMENTED IN RELATION WITH THIS PURCHASE ORDER, OR ANY TRANSACTION CONTEMPLATED IN THIS PURCHASE ORDER OR ANY OF SUCH DOCUMENTS. THE SELLER ACKNOWLEDGES THAT IT HAS CONSULTED WITH OR HAS HAD THE RIGHT TO RECEIVE ADVICE FROM LEGAL COUNSEL REGARDING THIS WAIVER AND THAT THE ABOVE WAIVER IS KNOWING AND VOLUNTARY. 

31. APPLICATION OF JURISDICTION AND VENUE. 

The Seller acknowledges that any claim to implement an Arbitration judgment or to enforce any other provision of this Purchase Order may be filed only in the country whose law controls this Purchase Order. Seller submits to such courts’ exclusive jurisdiction and expressly forgoes any challenge to such authority or jurisdiction, including but not limited to forum non conveniens. 

32. COST RECOVERY 

Upon issuance of a final non-appealable decision by a court of competent jurisdiction enforcing any Arbitration award or otherwise relating to this Purchase Order, the winning party shall be entitled to collect its expenditures, including legal costs, from the other party. 

33. RIGHTS OF THE BUYER 

1. Seller agrees that any right, cause of action, or remedy available to Seller under the warranties or undertakings undertaken or imposed by Buyer under this Purchase Order will apply without limitation to any business connected with Buyer on whose behalf this Purchase Order is issued. b. Except as expressly stated herein, all rights and remedies granted to Buyer hereunder are without unfairness to any other rights and remedies to which Buyer may be lawfully entitled, including without limitation, under and by virtue of any Federal, State, Provincial, or local law governing the sale of goods. c. Buyer’s failure to insist on strict compliance by Seller with any of the terms and conditions of this Purchase Order shall not be considered an exemption of Buyer’s rights or remedies at law or in equity with respect to such terms and conditions, nor shall it be deemed a waiver of Seller’s subsequent default. 

34. ENTIRE AGREEMENT AND MODIFICATIONS 

1. This Purchase Order shall require a comprehensive, final, thorough, and sole agreement between Buyer and Seller, and no terms or conditions, oral or written, intending to alter this Purchase Order, or customs or usages of trade, shall be binding on Buyer unless documented in writing by Buyer. a. Without limiting the foregoing, the performance, quantity, and other requirements of the Goods or Services to be provided hereunder must not be modified from those specified in Buyer’s Purchase Order unless Buyer agrees in writing to such changes. 

35. GOVERNMENTAL LANGUAGE. 

The parties expressly agree that this agreement will be drafted in English and that only the English version will bind the parties. This Agreement may be translated into French for informative purposes only. The parties want that this agreement be written in English and that only the English version of the agreement be binding on the parties. Any French translation of this agreement is provided only for informational purposes. 

36. OTHER THINGS. 

1. The headers included herein are supplied for ease only and are not to be construed or interpreted in any way. b. Without the prior written consent of Buyer, no right, title, estate, or interest in this Purchase Order, nor any obligation, duty, or liability of Seller, may be transmitted, delegated, set over, communicated, vowed, hypothecated, or otherwise disposed of without Buyer’s prior written consent, which consent may be granted or withheld at Buyer’s sole discretion. c. All notices, statements, and invoices issued pursuant to this Purchase Order must be in writing and delivered by pre-paid normal or licensed mail or recognized courier to the Buyer’s and Seller’s addresses shown on the cover page hereto. Notices, statements, and bills delivered by mail or courier are considered received when they are received or rejected. d. Buyer or any person designated by Buyer may have access to Seller’s books and records relating to refundable expenses, if any, supplied for under this Purchase Order at any and all reasonable times for the purpose of auditing and verifying such expenses, and Buyer may make copies of such books and accounts as reasonably required by Buyer in performing such audit. Seller must immediately examine and resolve with Buyer any issues resulting from such an audit, including any necessary refunds. e. If this and any other papers are sent electronically, they will have the legal force and effect of a properly signed original given to Seller. f. Without the prior written consent of Buyer, Seller shall not use Buyer’s names, logos, trade names, trademarks or copyrights, or the fact that Seller is conducting Services or supplying Goods for Buyer, in any press release, media statement, advertisement, or other public communications, or in any other manner publicize this Purchase Order. g. The illegality or non – infringement of any part or provision of the Purchase Order shall have no bearing on the validity or legality of any other part or term of the Purchase Order. Any invalid or unenforceable part or term of the Purchase Order shall be severed from it, and the remainder of the Purchase Order will be interpreted and enforced as if the defective or unenforceable portion or part did not exist. h. This Agreement will not be interpreted more harshly against either party based on who prepared it.