Terms & Conditions

Invoice Terms & Conditions - Revision Date Oct 2009

 

The Truth-In-Lending Act
 

The Truth-in-Lending Act, Title 1 of the Federal Consumer Protection Act, became effective July 1, 1969, and requires that all lenders provide consumers (as defined by Reg. Z, Truth-in-Lending Act) with detailed information concerning their credit accounts. We are in complete agreement with the purpose of the law, which requires meaningful disclosures to the customer of the terms and costs to him of his credit transactions. Therefore, we are setting forth required disclosures with regard to our credit accounts.

  1. You will be furnished with a statement of your account monthly.
  2. If the account balance which is shown on your statement is paid within the terms of the sale, no FINANCE CHARGE is assessed.
  3. Should you not make payment within the terms of sale, a monthly FINANCE CHARGE will be added to your account and will appear on your monthly statement.
  4. The FINANCE CHARGE will be assessed at a periodic rate of 1.5% per month, which equals an ANNUAL PERCENTAGE RATE of 18% applied to all account balances not paid within the terms of sale. This rate will be uniform in all states, except in those states where interest collected may be more of less depending entirely on the state's statutes at the time the application for credit was signed by the Buyer.
  5. In the event lawsuit is necessary to enforce payment of a delinquent account, customers are liable for reasonable attorney's fees of creditors.
  6. Customer is bound to all terms and conditions set forth in your signed application for credit with Harcros Chemicals, Inc.

 

Conditions Of Sale

  1. Payable in lawful money of the United States. Acceptance by Seller of bank drafts, checks, or other media of payment will be subject to immediate collection of the full-face amount thereof.
  2. Seller's weight taken at shipping points shall govern.
  3. Seller will not be liable for delays in performance, including delivery, or for failures to perform, including failure to deliver, due to (a) any causes beyond Seller's reasonable control, or (b) Acts of God, acts of Buyer, acts of civil or military authorities, governmental regulations or priorities, strikes or other labor disturbances, fires, riots, wars or natural disasters, including epidemics, storms, droughts, floods or earthquakes, or transportation delays, or (c) inability arising from causes beyond Seller's reasonable control to obtain necessary materials, components, services or facilities necessary for the production, or transportation of the goods. Seller will promptly notify Buyer of any material delay and will specify a revised performance date as soon as practicable. In the event of any such delay, Seller will have the option of either: (a) performing pursuant to any extension of time equal to the period of the delay; or, (b) reducing the total quantity deliverable under the contract in proportion to the availability of the product caused by such delays.
  4. Buyer assumes full responsibility and liability for compliance with Federal, State, Municipal or local Regulations governing the unloading, discharge, storage, handling, and the use of the products supplied by Seller under this invoice.
  5. All returnable containers and/or pallets used in connection with shipments of Seller's product are the property of Seller. Buyer shall use containers and/or pallets only for reasonable storage of Seller's goods originally delivered therein and shall return such containers and/or pallets in good condition within 90 days from date of original shipment. Buyer shall make a deposit as security for the return of such containers and/or pallets equal to Seller's current deposit requirement at time of shipment, such deposit to be paid, without discount, when the invoice for contents is paid. Upon return of such containers and/or pallets as above, provided for to the plant from which originally shipped or in accordance with specific directions of Seller, Seller shall credit Buyer with amount of said deposit, except that return transportation charges shall be for account of the Buyer or Seller in accordance with assessment of transportation charges with respect to delivery of material sold hereunder: but if Buyer fails to return such containers and/or pallets in good condition and within the specified time. Seller may refuse to accept same and may retain said deposit for such failure.
  6. When returning empties, such container must be tagged, showing number, consignor and consignee. Also, Buyer shall put all container numbers on bills of lading and shipping papers, and mail to plant where shipment originated. This is essential to identify containers and issue proper credit to Buyer.
  7. If Seller and Buyer have heretofore entered into a written contract for sale of product covered hereby, the conditions of such written contract shall apply to this sale.
  8. Buyer agrees to accept Seller's products under the following conditions:

    (a) Seller's products are sold without warranty, expressed or implied. Because Seller cannot anticipate or control the many conditions under which the products may be used, SELLER DOES NOT GAURANTEE THE MERCHANTABILITY OR FITNESS OF THE PRODUCTS IN ANY GIVEN SITUATION, nor the applicability or accuracy of any advice or information given by Seller. Buyer should make its own tests to determine the fitness of any particular product for any particular purpose. All risks resulting from the use of said products, whether in Buyer's manufacturing processes, or in combination with other substances, or otherwise, are to be borne by the Buyer at its sole risk and expense.
    (b) The possession, use or handling of the products involves a certain element of risk. The Buyer, recognizing the element of risk, agrees that Seller shall not be responsible or liable for damage or injury to persons or property resulting from the possession, use or handling of the products whether or not in accordance with directions or other information provided by Seller.
    (c) The Seller does not warrant against the infringement of any United State or other patent claim by reason of use of the products in combination with other materials or in the operation of any process and statements concerning the possible use of the products are not intended as recommendations to use the same in the infringement of any patent.
     
  9. Limitations of Liability.

    (a) Seller will not under any circumstances, whether as a result of breach of contract, breach of warranty, tort or otherwise be liable for consequential, incidental, special other exemplary damages including, but not limited to, loss of profits or revenues, loss of use or damage to any substance combined therewith, cost of capital, cost of substitute products, facilities or services, or claims of Buyer's customers.
    (b) Seller's liability on any claim of any kind for any loss or damage arising out of, resulting from, or concerning any aspect of this agreement or from the products or services furnished hereunder shall not exceed the price of the specific product or shipment which gives rise to the claim.
     
  10. In case of breakage or loss in transit, Buyer shall have notation of same made on expense bill before paying freight. CLAIMS for damage, shortage, etc., must be made within ten (10) days after receipt of goods. Seller's liability for damages shall in no event exceed the purchase price of the particular delivery with respect to which such damages are claimed. Goods shall not be returnable to Seller without Seller's written permission.
  11. If freight deduction is allowed by Seller, Buyer must mail paid freight bill with remittance.
  12. Seller hereby represents that the Fair Labor Standards Act of 1938 as amended, has been complied with in the production of the goods covered hereby.
  13. No agent, salesman or employee of the Seller is authorized to alter or vary the terms hereof or make representations, agreements, or warranties at variance with the terms and conditions hereof.
  14. The Seller is in compliance with Executive Order 11246 and the provisions of Part 60-2, Title 41 of the Code of Federal Regulations.
  15. The gross amount of any sales, property, excise, use, value-added, or other similar tax applicable to the price sale, or delivery of any products or services furnished hereunder or to their use by Seller or Buyer shall, at Seller's option either be added to the price as shown on the face hereof or be paid directly by Buyer unless Buyer provides Seller with a tax-exemption certificate acceptable to the taxing authorities.
  16. By acceptance of the goods, services or work delivered hereunder, Buyer agrees to comply with and be bound by the terms hereof. No additional or different terms in Buyer's purchase order or other documents relating to this sale shall apply.

Purchase Order Terms & Conditions - Revision Date April 2015

 

STANDARD TERMS AND CONDITIONS OF HARCROS CHEMICALS INC.

 

(1) GENERAL CONDITIONS: Seller shall sell to Buyer the materials, equipment, goods and any other articles purchased in connection with this Order (herein referred to as the “Materials”) described on the face of this Order or in any other document(s) fully identified on the face of this Order and specifically incorporated in this Order by reference thereto. By acceptance of this Order or performance hereunder, Seller agrees to comply fully with the terms and conditions hereof. Acceptance of this Order is expressly limited to the terms of the offer contained on the face of this Order, these Terms and Conditions, and in any other document(s) fully identified on the face of this Order (or in these Terms and Conditions) and specifically incorporated in this Order by reference thereto. No additional or different terms in Seller’s acknowledgment or acceptance of this Order shall apply and acceptance by Buyer of the Materials, services or work delivered under this Order shall not constitute acceptance of Seller’s additional or different terms. Changes, modifications, waivers, additions or amendments to the terms and conditions of this Order shall be binding on Buyer only if such changes, modifications, waivers, additions or amendments are in writing signed by either an officer or duly authorized representative of Buyer. In the event of a conflict between specifications, samples, designated type, or description, the specifications shall govern over the sample, whether or not approved by Buyer, and samples shall govern over designated type or description. In cases of ambiguity in the specifications, drawings, or other requirements of this Order, Seller must, before proceeding, consult Buyer, whose written interpretation shall govern. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by Buyer.

 

(2) PACKING AND SHIPPING: Unless otherwise specified, all Materials to be delivered hereunder shall be boxed, crated, carted and stored without charge and shall be packed and packaged (1) to insure safe arrival at their ultimate destination, (2) to secure the lowest transportation costs, (3) to enable shipper to obtain adequate insurance where necessary, and (4) to comply with requirements of common carriers. Buyer’s Purchase Order numbers and Department number must be plainly marked on all invoices, packages, bills of lading and shipping orders. Shipping memos or packing lists must accompany all Materials. Bills of lading or shipping receipts shall accompany each invoice. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. Materials must be routed in accordance with Buyer’s instructions.

 

(3) DELIVERY: TIME IS AND SHALL REMAIN OF THE ESSENCE OF THIS ORDER AND NO ACT OF BUYER, INCLUDING WITHOUT LIMITATION, ACCEPTANCE OF LATE DELIVERIES, SHALL CONSTITUTE A WAIVER OF THIS PROVISION. Buyer shall have the right to refuse or return, at Seller’s risk and expense, shipments made in excess of the quantities contained herein or made in advance of delivery schedule. Seller shall notify Buyer immediately of any actual or potential labor disputes or other cause which is delaying or threatens to delay the timely performance of this Order. Seller shall be responsible for the payment of all taxes covering the Materials, including the payment of all applicable taxes covering its employees. Unless otherwise agreed by the parties on the face of this Order, payment terms are net forty-five (45) days from Buyer’s receipt of proper invoice or receipt of Materials and completed services, whichever occurs later.

 

(4) INSPECTION AND WARRANTY:

(a) Final inspection and acceptance of Materials by Buyer will be at Buyer’s facility to which delivery is to be made unless otherwise specified. The initial inspection performed by Buyer upon receipt of the Materials is a conditional acceptance and notwithstanding such acceptance or the subsequent use of or work on such Materials, Seller shall not be relieved of its responsibility for any defects which later appear.

(b) Notwithstanding that Buyer may have cooperated with Seller in the preparation of the specifications of the Materials, it is understood that Buyer is relying on the technical expertise of Seller with respect to the adequacy of the specifications and with respect to the proper manufacture of the Materials, including adequate quality control. Seller assumes full responsibility for the safety of the Materials.

(c) Without in any way limiting the foregoing, Seller represents, warrants and covenants that: (i) all Materials, services and work supplied under this Order shall strictly conform to the specifications, samples, designated type or other descriptions furnished or adopted by Buyer and shall be of good material and workmanship, merchantable and free from defects in design, material and workmanship; (ii) all Materials are new and not used or reconditioned (unless otherwise expressly specified in this Order) and shall be in all respects suitable for the particular purpose or use for which they are purchased by Buyer; (iii) title to all Materials, services and work supplied shall be unencumbered and all Materials and their use alone or in a combination according to Seller’s specification or recommendation shall be free from any actual or claimed patent, copyright, trademark or other intellectual property infringement; (iv) it and its personnel are experienced, are qualified, and possess the skills to perform in accordance with the terms and conditions of this Order; (v) the Materials will be manufactured, produced, prepared, distributed, and transported in accordance with the highest professional standards; (vi) it has independent knowledge of and understands the harmful nature and characteristics (whether actual or alleged, present or potential, or toxic, flammable, corrosive, reactive, explosive or otherwise), and the currently known hazards which are presented to persons, property, and the environment from each of the Materials described in this Order; (vii) it will warn and advise all employees, subcontractors, and other agents of such harmful nature and characteristics of each of the Materials subject to this Order and of any other hazards associated with performance of this Order; (viii) it shall be bound by and fully implement the requirements of Executive Order 11246 and 11375, as amended, and any future Executive Orders or regulations, which prohibit discrimination based upon race, creed, color or national origin, as well as maintenance of non-segregated facilities pursuant to Executive Order 11246 and the provision of Part 60-2 of Title 41 of the Code of Federal Regulations, and further it and the Materials shall comply with the requirements of all federal and equivalent state and local laws, regulations, ordinances, orders, and rules, including, without limitation, the following which are incorporated herein and for which Seller agrees to submit reports, certificates and other documents as may be required by Buyer or any such law: the Consumer Product Safety Act; the Walsh-Healey Public Contracts Act (if Order exceeds $10,000); the Contract Work Hours and Safety Standards Act (“CWHSSA”); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended by the Civil Rights Act of 1991; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”); the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq. (“FLSA”), including the requirements as to records; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”); the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq. (“FMLA”); Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq. (“Title VII”); the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq. (“ERISA”) (excluding claims for vested benefits); the National Labor Relations Act, 29 U.S.C. § 151 et seq. (“NLRA”); the False Claims Act, 31 U.S.C. § 3729 et seq.; the Occupational Safety and Health Act, as amended; the Equal Pay Act, as amended; the Affirmative Action for Handicapped Workers Clause prescribed by the Rehabilitation Act of 1973, as amended; and the Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era Clause prescribed by the Vietnam Era Veterans Readjustment Assistance Act of 1972, as amended; (ix) it has all necessary local, state and federal permits and licenses to perform this Order, and the transportation subcontractor, if any, possesses all necessary permits and licenses to transport all Materials to and/or from Buyer’s premises in full compliance with all governmental laws, rules, regulations, orders, and manifests; (x) it shall ensure that the handling, storage, transportation or other disposition of any waste generated by it will be performed in compliance with all federal, state and local laws and regulations and Seller shall be responsible to perform all requirements applicable to the generator of any wastes generated by Seller in connection with the Materials and/or services provided hereunder; (xi) each shipment or other delivery of any Materials will not be, at the time of such shipment or delivery, adulterated, misbranded, or otherwise prohibited within the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”) contained in Title 21 of the United States Code, as amended, and in effect at the time of said shipment or delivery or within the meaning of any applicable state or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Act; and (xii) all Materials are those which may be legally transported or sold under the provisions of any other applicable federal, state or local law, and Seller further warrants that only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the amount allowed by any such authorities has been removed therefrom.

(d) The warranties set forth in this Order shall be in addition to any other warranties, express, implied or statutory, that may apply. All warranties shall survive inspection, test, acceptance, and/or any payment for Materials/services and shall run to Buyer, its successors, assigns and customers and subsequent owners of the Materials or the end products thereof. Upon notice of defect or non-conformity, Buyer may (in addition to all other remedies that Buyer may have under this Order, at law, or in equity) at its option, (i) without notice to Seller retain any defective or nonconforming Materials, make necessary repairs thereto and charge Seller for Buyer’s cost of repairs including plant overhead at Buyer’s standard rate; or (ii) allow Seller to repair the applicable Materials within a reasonable time; or (iii) (A) return any such Materials to Seller for credit at the price charged, or, at Buyer’s option, for replacement within a reasonable time, and, at Buyer’s option, (B) cancel any unshipped portion of this Order including or exclusive of the Materials so returned. Return to the Seller of any defective or nonconforming Materials and delivery to Buyer of any replacement Materials shall be at Seller’s risk and expense. Replacement Materials shall be subject to the provisions of this Order in the same manner and to the same extent as Materials originally delivered hereunder.

 

(5) TERMINATION:

(a) Orders Placed Under Government Contract or Subcontract: If this Order is placed under a U.S. government contract or subcontract and Buyer designates the applicable contract number on the face of this Order, Buyer may terminate work in whole or in part at any time by written (including e-mail) notice to Seller. Upon termination by Buyer, the respective rights and duties of Buyer and Seller shall be as provided in, and settlement shall be made in accordance with, the Termination for Convenience of the Government (Fixed-Price) Clause at § 52.249-2 of the Federal Acquisition Regulation in effect on the date of this Order, which clause is incorporated herein by reference.

(b) Orders Not Placed Under Government Contract or Subcontract: In the case of Orders not placed under a U.S. government contract or subcontract, Buyer may, by notice in writing (including email), terminate this Order and the work hereunder in whole or in part at any time, and such termination shall not constitute a default. Upon termination by Buyer, the respective rights and duties of Buyer and Seller shall be limited exclusively to settlement charges which will include expenses and commitments already incurred or made and a reasonable allowance for prorated expenses and profits according to generally accepted accounting principles and practices.

(c) Default: Buyer may terminate this Order for cause if Seller fails to make any delivery in accordance with the agreed delivery date or schedule or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this Order, or fails to make progress so as to endanger performance of this Order, or in the event of any proceedings by or against Seller in bankruptcy or insolvency or appointment of a receiver or trustee or an assignment for the benefit of creditors, or if Buyer otherwise has reasonable grounds of insecurity with respect to Seller’s performance and Seller fails to provide adequate assurance of due performance. Buyer may, in addition to any other right or remedy provided by this Order or by law or in equity, terminate all or any part of this Order by written notice to Seller without any liability by Buyer to Seller on account thereof. Buyer may require a financial statement from Seller at any time during the term of this Order for the purpose of determining Seller’s financial condition. In the event of termination for cause, in addition to any other rights that Buyer may have under this Order, at law or in equity, Seller agrees upon demand by Buyer to deliver the raw materials and work in process acquired to perform under this Order and Buyer may then complete the work deducting the cost of such completion from the price or, in the alternative, pay to the Seller the cost of such raw materials and work in process, or Buyer may produce or purchase or otherwise acquire Materials elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer.

 

(6) CONFIDENTIALITY: All specifications, samples, designs, designated types, description or other information furnished by Buyer to Seller shall be maintained in confidence by the Seller, and shall not be reproduced, disclosed, duplicated or used, except to the extent required for the performance of this Order. Seller shall use all reasonable precautions to prevent any unauthorized reproduction or disclosure, without the prior written consent of Buyer. Upon completion of this Order, Seller shall promptly return to Buyer, unless otherwise provided in writing signed by an officer or duly authorized representative of Buyer, all specifications, drawings, samples and other data, furnished by Buyer in connection with this Order, together with all copies or reprints then in Seller’s possession or control. The Seller shall thereafter make no further use, either directly or indirectly, of any such specifications, samples, data or any information derived therefrom without Buyer’s prior written consent.

 

(7) INDEMNIFICATION:

(a) To the fullest extent permitted by applicable law, Seller agrees to indemnify and hold harmless Buyer from and against any and all claims, actions, demands, losses, damages, injuries, liabilities, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys’, consultant or other professional fees) which Buyer may hereafter incur as a result of (i) Seller’s breach of any term or provision of this Order, or (ii) the design, development, manufacture, distribution, sale, use, or repair of the Materials, whether the claim be based upon a theory of breach of contract or warranty, negligence, strict liability, other tort, or any other legal theory, except to the extent caused by the negligence of Buyer, or (iii) as a result of any suit, claim, or demand under any environmental, health, safety or other laws, rules, regulations or requirements, in connection with the manufacture, distribution, transportation, storage, use or disposal of the Materials or of raw materials by Seller, or (iv) any negligent or willful act or omission of Seller, its employees, agents, representatives or subcontractors in the performance of this Order or related to the Materials.

(b) If Seller’s performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on the premises of Buyer, Seller will, to the fullest extent permitted by applicable law, indemnify and hold harmless Buyer from and against any and all claims, actions, demands, losses, damages, injuries, liabilities, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys’, consultant or other professional fees) which Buyer may hereafter incur as a result of injury or damage to person or property arising out of such performance, except to the extent caused solely and directly by the negligence of Buyer. Additionally, Seller expressly and specifically waives all immunity that may be afforded Seller under the workers’ compensation laws of any state or jurisdiction.

(c) Without limiting the generality of the foregoing, Seller agrees to indemnify and hold harmless Buyer from all loss, cost and expense which Buyer may sustain in connection with the Materials as a result of any product recall, repair, or modification program or other compliance program or effort, pursuant to any applicable statute or regulation of any governmental authority, whether same be voluntary on the part of the Buyer, or mutually agreed upon by the parties, or required by such governmental authority. Without limiting the generality of the foregoing, Seller will, in connection with any such product recall or compliance program or effort, cooperate fully with Buyer with the October 20, 2014 version purchase of any product returned, and pay any shipment or mailing costs and other incidental expenses of Buyer and its customers in connection therewith.

(d) The word “Buyer” as used in this Section 7 includes without limitation Buyer itself, its affiliates and their respective officers, directors, agents, employees, representatives and assigns, or any person or entity for whom or for which it is claimed Buyer is responsible.

 

(8) INSURANCE:

(a) Seller shall procure and maintain in full force and effect the following insurance with companies and on forms satisfactory to Buyer and require all of Seller’s subcontractors to carry and maintain the same coverages and limits of insurance during the performance of this Order: (i) If Seller will have employees on site, then Seller shall provide Worker’s Compensation Insurance, including coverage for occupational diseases, providing for the payment of statutory benefits as required by applicable law; (ii) If Seller will have employees on site, then Seller shall provide Employers’ Liability Insurance with limits of $1,000,000 each accident and each employee disease; (iii) Commercial General Liability Insurance with a minimum $1,000,000 limit for each occurrence and $2,000,000 aggregate for bodily injury, property damage, products liability, and such coverage shall include coverage for broad form contractual liability (including without limitation, Seller’s liability pursuant to the indemnification obligations contained in this Order) and completed operations. Seller shall continue to provide the required products and completed operations coverage for a period of five (5) years after the sale of the Materials; (iv) If Seller will be driving on site, then Seller shall provide Comprehensive Automobile Liability insurance with a minimum $1,000,000 limit for each occurrence. If hauling of hazardous waste is part of the scope of the performance of this Order, Automobile Liability Insurance with a $1,000,000 combined single limit per occurrence for bodily injury and property damage applicable to all hazardous waste hauling vehicles shall be maintained by Seller, and such coverage shall include MCS 90 endorsement and the ISO Form CA 9948 (Pollution Liability Broadened Coverage for Business Automobile); (v) If the scope of performance under this Order in any manner includes hazardous materials, then Seller shall provide and maintain Pollution Liability coverage with limits of not less than $1,000,000 each occurrence and aggregate. Pollution Liability policy must include contractual liability coverage aligned with indemnification obligations of this Order. The policy shall also include defense and clean-up costs. Seller shall continue to provide the required products and completed operations coverage for a period of five (5) years after the sale of the Materials; and (vi) All other coverage required by applicable laws and regulations including, in addition to insurance, any other form of financial protection.

(b) Seller shall have Buyer designated as an additional insured party under Seller’s Commercial General Liability, Comprehensive Automobile Liability, and, if applicable, Pollution Liability policies and shall furnish Buyer with Certificates of Insurance evidencing such additional insured status. Additional insured status under the Commercial General Liability policy shall be for both ongoing and completed operations. If applicable, the additional insured endorsement shall be on a Vendor’s form (CG 20 15 or its equivalent). All insurance required above shall be primary and non-contributory to insurance purchased by Buyer and shall contain a waiver of subrogation in favor of Buyer. All insurance required shall include the cost of defending Buyer, and such defense costs shall not apply against the coverage limits of the required insurance. Seller agrees to have the Certificates of Insurance forwarded to Buyer within thirty (30) days following the date of this Order, or, if earlier, prior to commencement of this Order. Seller shall provide, or to the extent commercially available policies shall provide, that the coverage shall not be decreased, otherwise materially altered, or terminated without thirty (30) days’ prior written notice thereof being given to Buyer. The insurance described herein sets forth minimum amounts and types of coverage, and is not to be construed in any way as a limitation of Seller’s liability under this Order.

 

(9) INFRINGEMENT:

(a) Seller shall defend, indemnify, and hold harmless Buyer, each of Buyer’s affiliates, customers and users of the Materials, and each of the foregoing’s directors, officers, members, managers, employees, agents, successors, and assigns from and against any and all loss, damage, or liability, including costs and expenses, which may be incurred on account of any suit, claim, judgment or demand, involving infringement, misuse, misappropriation or alleged infringement, misuse, or misappropriation of any patent, trademark, copyright, data rights, trade secrets, or any other intellectual property rights of any third party in the performance, design, manufacture, use, sale, development, delivery, or disposition of any Materials or services supplied hereunder (an “IP Claim”). Buyer shall notify Seller of any suit instituted against it and, to the fullest extent of its ability to do so, shall permit Seller to defend the same (with counsel reasonably acceptable to Buyer) or make settlement on terms acceptable to Buyer in respect thereof. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright, data rights, or any other intellectual property rights. Without abrogating or otherwise limiting Seller’s defense and indemnity obligations, if an IP Claim has been or may be asserted against Seller and/or Buyer due to a Material/service provided hereunder, Seller must, at Seller’s expense: (i) procure the right for Buyer to continue using the Material/service; (ii) replace or modify the Material/service to eliminate the alleged infringement while providing substantially equivalent quality and functionality; or (iii) if the performance under subsections (i) and (ii) are not possible and upon Buyer’s written consent, refund all amounts paid by Buyer for the applicable Material/services.

(b) The Seller hereby grants to Buyer a license to repair, rebuild, and relocate and to have repaired, rebuilt, and relocated any and all Materials purchased by Buyer under this Order.

 

(10) CHANGES: Buyer shall have the right to make changes within the scope of this Order from time to time in any of the designs, specifications, packing, destination, delivery schedule (postponements only) or quantity of items ordered, or in the time or place of delivery and Seller shall comply therewith without delay. If such changes cause an increase or decrease in the cost of performance of this Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this Section 10 must be asserted in writing within thirty (30) days from the date of receipt by Seller of the change and shall be followed as soon as practicable with a specification of the amount claimed and supporting cost figures.

 

(11) BUYER MATERIAL: Any material supplied by Buyer for use in this Order, on other than a charge basis, shall be held by Seller on consignment, separate from other material of Seller and marked as the property of Buyer. Seller agrees to use such material only for the performance of this Order and to pay for all such material that shall become spoiled or otherwise unaccounted for, and to keep such material insured at Seller’s cost for the benefit of Buyer. BUYER MAKES NO WARRANTIES OF ANY NATURE WITH RESPECT TO ANY SUCH MATERIAL SUPPLIED BY BUYER, WHICH SELLER AGREES IS FURNISHED TO SELLER “AS IS” AND WITHOUT ANY WARRANTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

(12) TITLE AND RISK OF LOSS: Title to and risk of loss of Materials shall remain with Seller until such Materials are delivered to the F.O.B. point, or such other point specified in this Order. If no such point is given herein, then, until the Materials are delivered to a public carrier consigned to Buyer or delivered to Buyer, whichever delivery shall occur first, title and risk of loss remain with Seller.

 

(13) BUYER’S LIMITATION OF LIABILITY: IN NO EVENT SHALL BUYER BE LIABLE FOR ANY REASON OR ARISING FROM ANY CAUSE WHATSOEVER, FOR PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

(14) GENERAL PROVISIONS:

(a) Severability. If any provision of this Order shall be adjudged illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not be impaired.

(b) Assignment and Subcontract; Liens. Seller shall not assign or subcontract this Order, its performance, or any monies due or to become due hereunder, and any attempt to so assign shall be void unless with the prior written consent of Buyer. Seller shall not permit the filing of any mechanic’s, materialman’s or other lien or claim of any kind against Buyer’s lands or improvements on account of labor, materials, fixtures, tools, machinery, equipment or any other thing furnished in connection with this Order. Buyer shall have the right to withhold final payment to Seller until such time as Seller delivers to Buyer lien waivers or releases and proof of payment in such form and at such times as Buyer shall specify. Buyer shall have the right of set off against Seller for any amount owed by Buyer to Seller against any amount due or to become due to Buyer or any affiliate from Seller, whether under this Order or under any other agreement between Buyer and Seller, whether now or hereinafter in effect.

(c) Survival. All sections of this Order or parts thereof that, by their nature, should continue to apply after the term of this Order will survive the expiration or termination hereof. The existence of language in certain sections to the effect that such sections will survive the termination or expiration of this Order does not imply that other sections not containing such language are not intended to survive the expiration or termination hereof.

(d) Applicable Law. This Order shall be governed by and interpreted in accordance with the laws of the State of Kansas, without regard to its conflict of laws provisions. The parties, to the fullest extent permitted by law, hereby knowingly, intentionally and voluntarily, (i) submit to personal, exclusive jurisdiction in the State of Kansas with respect to any suit, action or proceeding arising from, relating to or in connection with this Order, (ii) agree that any such suit, action or proceeding may be brought in any state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, (iii) submit to the jurisdiction of such courts, (iv) agree that the parties will not bring any action, suit or proceeding in any forum other than a state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, and (v) irrevocably agree not to assert any objection which any party may ever have to the laying of venue of any such suit, action or proceeding in any state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, and any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(e) Price. Seller represents, warrants and covenants that (i) the price charged for the Materials is the lowest price charged by Seller to its customers in respect of a sale of Materials of like quality and quantity, (ii) the price of the Materials shall be subject to reduction to any lower price made or offered by Seller from the date of this Order to the date of payment to any other customer in respect of any such sale of Materials, and (iii) the price will comply with all applicable laws and regulations in effect at the time of quotation, sale and delivery of the Materials.

(f) Excusable Delays. Neither Buyer nor (unless the Materials were obtainable from other sources in sufficient time to permit due performance) Seller shall be liable for damages for delay or failure in the performance of any of its obligations hereunder arising out of causes beyond its reasonable control and without its fault or negligence, including, without limitation, any actual or potential labor disputes, provided, however, that such party shall notify the other promptly of the cause and extent of any actual or potential delay, and provided that if any such delay by Seller extends beyond a reasonable time, in any event not to exceed thirty (30) days, Buyer may, at its option, either further extend the time for performance or terminate this Order in whole or in part without penalty or liability of any kind.

(g) Miscellaneous. Buyer objects to and rejects any attempt by Seller to limit Seller’s liability under this Order in any manner beyond any limitations as are required by applicable law. Section headings are for convenience only and shall have no legal or interpretive effect. In interpreting this Order, no presumption or inference shall be deemed to arise for or against either party due to the preparation of this document.

Service Order Terms & Conditions - Revision Date Oct 2014

STANDARD SERVICE ORDER TERMS AND CONDITIONS OF HARCROS CHEMICALS INC.

1. APPLICATION, SERVICES AND SCOPE OF WORK. These Standard Service Order Terms and Conditions will apply to all services, materials and goods provided to Harcros Chemicals Inc. (“Buyer”) from vendor or its agents (“Seller”). Seller shall perform the Services and supply the Deliverables (collectively referred to as the “Work”), described on the face of this Service Order for Buyer. For purposes of this Service Order: (i) “Services” will mean the labor and effort necessary to fulfill the duties, commitments, obligations and responsibilities of Seller as set out on the face of this Service Order and may include, without limitation, providing ideas, concepts, recommendations, interpretations, procedures, practices, processes, training, advice, knowledge, skill, talent, expertise and other such intangibles; and (ii) “Deliverables” will mean the deliverables described on the face of this Service Order as well as any tangible results of the Services, and Deliverables may include, without limitation, goods, materials, equipment, reports, documents, templates, studies, operating models, technical architectures, systems, specifications, requirements, documentation, abstracts, summaries, manuals, formulas, charts, designs, drawings, graphics, plans, rules, data, computer object and/or source code, software, information, materials and all other such tangibles. Buyer shall pay Seller any undisputed amounts for performing the Work as specifically described in this Service Order at the rates and according to the schedule set forth on the face of this Service Order or in any attachment incorporated into this Service Order. Unless otherwise agreed by the parties on the face of this Service Order, payment terms are net forty-five (45) days from receipt of proper invoice or receipt of completed Work, whichever occurs later. Seller will provide all supervision, professional services, labor, materials, tools, equipment, transportation, subcontracted items, taxes, insurance and all other things reasonably necessary for the performance and completion of the Work, unless otherwise specified herein or agreed to in writing between the parties. Seller shall perform the Work as an independent contractor and none of Seller’s employees, subcontractors, agents, or representatives shall be considered in any manner to be an employee of Buyer. Neither Seller nor any employee, subcontractor or other agent of Seller shall be, represent itself as, act as, purport to act as, or be deemed to be, the agent, representative, employee or servant of Buyer, and no such party shall have any right or authority to make any representations, or to assume or create any obligations of any kind, express or implied, on behalf of Buyer or to bind Buyer in any respect whatsoever. The qualifications and suitability of all of Seller’s employees, agents, representatives, and permitted assigns having access to any Buyer facility shall be subject to review by Buyer, and Buyer shall have the right, in its sole, subjective discretion to deny access to any of Seller’s employees, agents, representatives, and permitted assigns.

 

2. ACCEPTANCE OF SERVICE ORDER. This Service Order constitutes Buyer’s offer to purchase Work described in this Service Order, in accordance with the terms hereof and any provisions attached hereto and/or incorporated herein by reference (if any). Any reference in this Service Order to Seller’s quotation does not constitute acceptance of any terms and conditions thereof except to the extent specifically agreed to in this Service Order. This Service Order may be accepted only by (i) Seller’s acceptance of this Service Order in writing; or (ii) Seller beginning to perform the Work set forth on the face of this Service Order; or (iii) the delivery by the specified delivery date of the Work ordered on the face of this Service Order; or (iv) Seller’s commencement of the Work that is subject to this Service Order. Any acceptance of this Service Order is limited to acceptance of the express terms of the offer contained on the face of this Service Order, these Service Order Terms and Conditions, and in any other document(s) fully identified on the face of this Service Order (or in these Service Order Terms and Conditions) and specifically incorporated herein by reference thereto. Any proposal for additional or different terms or any attempt by Seller in Seller’s acceptance to vary, to any degree, any of the terms of this offer is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the description of the Work, price, or delivery schedule of the Work but shall be deemed a material alteration thereof and this offer shall be deemed accepted by Seller without such additional or different terms. If this Service Order shall be deemed by a court or other trier of fact as an acceptance of a prior offer by Seller, such acceptance is limited to acceptance of the express terms contained herein. Any additional or different terms or any attempt by Seller to vary in any degree any of the terms of this Service Order shall be deemed material and are objected to and rejected. No conditions, custom, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by Buyer.

 

3. INSPECTIONS AND ACCEPTANCE OF WORK. (a) Buyer may observe the Services, and/or inspect the Deliverables at any time for compliance with the requirements, specifications and instructions described on the face of this Service Order. In addition, all Services provided pursuant to this Service Order will be provided with at least reasonable care and in a manner consistent with general industry standards reasonably applicable to the provision thereof, and all Deliverable(s) provided pursuant to this Service Order will, at a minimum, meet commercially reasonable industry standards. Buyer reserves the right to determine whether the Services and/or Deliverables, or any part/portion thereof, conform to such standards, requirements and specifications. The Services and/or Deliverables that Buyer determines do not conform to applicable standards, requirements and specifications, will be referred to as “Non-Complying Work.” Buyer will provide written notice to Seller and such notice will detail the Services and Deliverables or portion(s) thereof that constitute Non-Complying Work and the reasons for non-compliance. (b) Approval criteria and procedures should be set forth on the face of this Service Order. If so specified, Deliverables and Services must meet the generally applicable standards described above and such requirements, specifications and instructions set forth on the face of this Service Order in order to be accepted by Buyer (“Acceptance”). When the face of this Service Order does not include Acceptance procedures or criteria, then Acceptance of Deliverables will be based on substantial conformance to Buyer-approved requirements and specifications and the generally-applicable standards set forth above. Acceptance of Services will be determined by Buyer based on Buyer’s reasonable satisfaction that all applicable standards, criteria, etc. have been met. For purposes of this Service Order, Deliverables are considered delivered and Services are considered rendered upon Buyer’s Acceptance, not to be unreasonably withheld. Buyer is obligated to pay only for Deliverables and Services that receive Buyer’s Acceptance. (c) Seller will correct or re-perform Non-Complying Work within five (5) business days after delivery of a written notice of non-compliance to Seller. Buyer will not be obligated to pay Seller for Non-Complying Work, and Seller will not be entitled to compensation for work or materials necessary to correct or re-perform Non-Complying Work. Should the Services and Deliverables or any portion become or be discovered to be Non-Complying Work after payment has been made to Seller, Buyer may withhold payment (without limiting any other remedies available under law or in equity) of future invoices in an amount equal to the cost (or value) of the Non-Complying Work or Buyer may request Seller to refund any payment already made to the extent attributable to Non-Complying Work if Seller fails to correct or re-perform the Non-Complying Work after delivery of the required notice. Buyer will pay Seller for corrected Non-Complying Work within forty-five (45) days of Buyer’s Acceptance less any documented cost or loss by Buyer directly attributable to the delay in receipt of complying Deliverables or Services, in accordance with implicit and explicit delivery deadlines/timeframes in accordance with this Service Order.

 

4. SELLER’S RESPONSIBILITIES AND WARRANTIES. Seller represents, warrants and covenants that: (a) it and its employees are free of any commitments or obligations that would limit or prevent full performance of the Work; (b) it and its personnel are experienced, are qualified, and possess the skills to perform the Work in accordance with the terms and conditions of this Service Order; (c) the Work will be performed in accordance with the highest professional engineering standards, where applicable; (d) it has obtained and maintains US Environmental Protection Agency accreditation for its laboratories, where applicable; (e) it has independent knowledge of and understands the harmful nature and characteristics (whether actual or alleged, present or potential, or toxic, flammable, corrosive, reactive, explosive or otherwise), and the currently known hazards which are presented to persons, property, and the environment from each of the materials, if any, described in this Service Order or to which they may be exposed during the performance of the Work; (f) it will warn, train, and advise all employees, subcontractors, and other agents of such harmful nature and characteristics of each of the waste materials subject to this Service Order and of any other hazards associated with performance of October 20, 2014 version the Work and it will provide all training required by law for the use of or exposure to such Work and hazards; (g) all equipment furnished by Seller shall be in suitable condition for and appropriate to the services to be rendered hereunder; (h) it complies with the requirements of all federal and equivalent state laws, regulations, ordinances, orders, and rules, including without limitation, the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended by the Civil Rights Act of 1991; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”); the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq. (“FLSA”), including the requirements as to records; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”); the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq. (“FMLA”); Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq. (“Title VII”); the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq. (“ERISA”) (excluding claims for vested benefits); the National Labor Relations Act, 29 U.S.C. § 151 et seq. (“NLRA”); the False Claims Act, 31 U.S.C. § 3729 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. § 651 et seq.; the Equal Pay Act, as amended; the Equal Employment Opportunity Clause prescribed by Executive Order No. 11246 of September 24, 1965, as amended; the Affirmative Action for Handicapped Workers Clause prescribed by the Rehabilitation Act of 1973, as amended; and the Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era Clause prescribed by the Vietnam Era Veterans Readjustment Assistance Act of 1972, as amended; are incorporated herein, unless the transaction is exempt, and Seller agrees to submit reports, certificates and other documents required of subcontractors or others by such Executive Order, and the aforementioned Acts, and the rules, regulations and relevant orders issued under the authority of any of the foregoing; (i) Seller’s transportation subcontractor, if any, possesses all necessary permits, registrations, and licenses to transport any waste materials from Buyer’s premises in full compliance with all governmental laws, rules, regulations, orders, and manifests; (j) Seller and its subcontractors and agents have all necessary permits and licenses to perform the Work and the Work shall be performed in full compliance with all local, state and federal laws and regulations; (k) Seller shall ensure that the handling, storage, transportation or other disposition of any waste generated by Seller will be performed in compliance with all local, state and federal laws and regulations and Seller shall be responsible to perform all requirements applicable to the generator of any wastes generated by Seller in its performance of the Work; (l) Seller shall promptly furnish to Buyer copies of additional permits and licenses as are required or when existing permits and licenses are renewed; (m) Seller will deliver the Deliverables and perform the Services in conformance with the requirements, specifications and instructions in this Service Order and all Deliverables delivered will be free from programming errors, bugs and defects in design, manufacturing and workmanship; (n) Seller has or will have all necessary rights, whether owned or acquired from third parties, to grant to Buyer the stated ownership interests and licenses in and to the Deliverables delivered under this Service Order; (o) Seller will perform the Services in a good and workmanlike manner and in compliance with applicable laws, regulations and ordinances, and Seller shall otherwise comply with applicable laws, regulations and ordinances; (p) Services and Deliverables provided by Seller do not and will not infringe upon, violate or misappropriate the patent, copyright, trade secret, intellectual property or other protected rights or interests of any third party as delivered or as used by Buyer and Seller has not received any communication from any third party alleging an infringement, violation or misappropriation with regard to such Services and Deliverables; and (q) Deliverables shall be new and not used or reconditioned (unless otherwise expressly stated in this Service Order) and shall be in all respects suitable for the particular purpose and use for which they are purchased by Buyer. Seller shall notify Buyer immediately upon the revocation, termination or expiration of any said permits or licenses. Buyer shall have the right at any reasonable time to inspect and obtain copies of all licenses, registrations, permits, and approvals issued by any governmental agency to Seller or its subcontractors or agents which are applicable to performance of this Service Order and to inspect and test, at its own expense, the transportation vehicles or vessels, and containers provided or designed by Seller, its subcontractors and agents, in the performance of this Service Order. TIME IS OF THE ESSENCE in the completion of all Work and with respect to the performance of Seller’s other obligations under this Service Order. Seller shall complete all Work within the time limits required by Buyer, and as specified on the face of this Service Order. Seller shall be responsible for the payment of all taxes covering the Work, including the payment of all applicable taxes covering its employees. Seller agrees not to file or otherwise assert, prosecute or permit mechanics’ or material suppliers’ liens to be filed or continued in connection with the Work against any property of Buyer, or property for which Buyer is responsible. Matters in connection with the Work include, without limitation, services performed, or materials, machinery, and equipment furnished. In the event that any such lien shall be filed, Seller agrees to take all steps necessary for the release and discharge of such lien on receipt of demand from Buyer, and in default of performing such obligation, agrees to reimburse Buyer, for all moneys paid in the releasing, satisfying, and discharging of such liens, including reasonable attorneys’ fees and disbursements. The warranties set forth in this Service Order shall be in addition to any other warranties, express, implied or statutory, that may apply. All warranties shall survive inspection, test, acceptance, and/or any payment for Work.

 

5. CHANGES IN THE WORK. Buyer, without invalidating this Service Order, may request changes in the Work within the general scope of this Service Order. If any change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the Work under this Service Order, an equitable adjustment shall be made by Buyer (as determined in Buyer’s sole discretion) in the price or delivery schedule or both. No substitutions shall be made without the prior written approval of Buyer.

 

6. INDEMNIFICATION. (a) To the fullest extent permitted by applicable law, Seller agrees to indemnify and hold harmless, Buyer from and against any and all claims, loss, damages, injuries, liabilities, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys’, consultant or other professional fees) which Buyer may hereafter incur as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effect on the environment, or any violation of governmental laws, rules, regulations or orders caused by (i) Seller’s breach of any term or provision of this Service Order or (ii) any negligent or willful act or omission of Seller, its employees, agents, representatives or subcontractors in the performance of this Service Order or related to the Work. (b) As a separate and additional obligation, except as expressly prohibited by applicable law, Seller agrees to indemnify and hold harmless, Buyer from and against any and all claims, loss, damages, injuries, liabilities, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys’, consultant or other professional fees) which Buyer may hereafter incur as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effect on the environment, or any violation of governmental laws, rules, regulations or orders regardless of the cause or alleged cause and regardless of whether such matters are groundless, fraudulent, or false arising from or related to the Work or the performance of this Service Order, including without limitation (i) matters asserted against Buyer by employees of Seller or any other persons or entities, and (ii) matters in which it is claimed Buyer was negligent, or otherwise committed one or more acts or of misfeasance, malfeasance or nonfeasance. The word “Buyer” as used in this Section 6 includes without limitation Buyer itself, its officers, directors, agents, employees, representatives and assigns, or any person or entity for whom or for which it is claimed Buyer is responsible.

 

7. INFRINGEMENT. Seller agrees to indemnify and hold harmless Buyer, each of Buyer’s affiliates, and customers, and each of the foregoing’s directors, officers, members, managers, employees, agents, successors, and assigns from and against any and all claims, actions, demands, losses, damages, injuries, liabilities, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys’, consultant or other professional fees) which Buyer may hereafter incur as a result of any suit, claim, judgment or demand, involving infringement, misuse, misappropriation or alleged infringement, misuse, or misappropriation of any patent, trademark, copyright, data rights, trade secrets, or any other intellectual property rights of any third party in the performance, design, manufacture, use, sale, development, delivery, or disposition of any Deliverables or Services supplied hereunder (an “IP Claim”). Buyer shall notify Seller of any suit instituted against it and, to the October 20, 2014 version fullest extent of its ability to do so, shall permit Seller to defend the same (with counsel reasonably acceptable to Buyer) or make settlement on terms acceptable to Buyer in respect thereof. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright, data rights, or any other intellectual property rights. Without abrogating or otherwise limiting Seller’s defense and indemnity obligations, if an IP Claim has been or may be asserted against Seller and/or Buyer due to a Deliverable and/or Service provided hereunder, Seller must, at Seller’s expense: (i) procure the right for Buyer to continue using the Deliverable/Service; (ii) replace or modify the Deliverable/Service to eliminate the alleged infringement while providing substantially equivalent quality and functionality; or (iii) if the performance under subsections (i) and (ii) are not possible and upon Buyer’s written consent, refund all amount paid by Buyer for the applicable Deliverable/Services.

 

8. CONFIDENTIALITY. Seller (including its employees, officers, agents, and directors) shall treat as confidential and proprietary and not disclose to others any information received from Buyer, including but not limited to Buyer’s plans, programs, business, facilities, products, costs, equipment, operations, or property or the condition thereof, which may come within Seller’s knowledge in the performance of this Service Order, without in each instance securing the prior written consent of Buyer. Seller shall also treat as confidential and proprietary and shall not disclose to others, any information relating to the chemical composition or quantity of materials received by it from Buyer, and the fact that Buyer was the source of such materials. Seller agrees that it will protect the confidentiality of Buyer’s information with the same degree of care with which it protects its own proprietary information, but with no less than reasonable care, and will return all copies (in any medium recorded) of such information to Buyer immediately upon written request. If Seller is required by subpoena or judicial or administrative order (hereinafter referred to as “Order”), or law, to disclose any information required by this Service Order to be treated as confidential and proprietary, Seller shall promptly notify Buyer of such law, or the receipt of such Order and permit Buyer to challenge the Order or law prior to Seller’s disclosure of the information. Seller’s obligations of confidentiality set forth herein shall be in effect during the life of this Service Order and for ten (10) years thereafter. Seller shall not, without the prior written consent of Buyer, use or allow the use of, whether in writing or in oral form, Buyer’s name, trademarks, logos, publications, photographs of Buyer’s facilities or equipment, or Seller’s and Buyer’s business relationship in connection with marketing or business activity.

 

9. TERMINATION. Buyer shall have the right to terminate this Service Order at any time for Buyer’s convenience and without cause. Either party may immediately terminate this Service Order for cause if the other party fails to perform hereunder and such noncompliance is not corrected within thirty (30) days of receipt of a written notice informing the non-complying party of the noncompliance. After receiving notice of termination, Seller will (a) stop the Work on the date and to the extent specified in the notice and (b) deliver to Buyer in their then current state of condition, all drawings, reports and other documents relating to the Work and remaining samples. No cost incurred after the effective date of termination shall be treated as a reimbursable cost unless incurred with the express written consent of Buyer. If this Service Order is terminated before completion of the Work, Buyer shall have the right, but shall not be obligated, to complete the Work itself or cause the Work to be completed by others. In the event of a termination for convenience by Buyer, Buyer shall only be required to pay for Work accepted by Buyer prior to the effective date of termination plus a prorated portion of the fees for Services in process based on the percent of completion in substantial compliance with the agreed upon requirements and specifications.

 

10. INSURANCE. (a) Seller shall procure and maintain, at its sole expense, the following types of insurance, in amounts at least equal to those specified below, issued by companies acceptable to Buyer, authorized to conduct business in the states in which the Work is to be performed and with a Best rating of at least of A- (Excellent): (i) Worker’s Compensation Insurance shall be provided covering obligations imposed by Federal (including Longshoremen’s and Harbor Worker’s Compensation Act Insurance, if applicable) and state law in each state where persons employed by the Seller will be performing Work under this Service Order, including without limitation, coverage for occupational diseases. (ii) Employers’ Liability Insurance shall be provided with minimum limits of $1,000,000. (iii) Commercial General Liability Insurance shall be provided with coverage, on an occurrence basis, not less than $1,000,000 each occurrence and $2,000,000 aggregate for bodily injury, property damage, and personal and advertising injury, such coverage to include contractual liability (including without limitation coverage for claims arising pursuant to the indemnities contained in this Service Order), products liability (including completed operations), the contingent liability of Seller for the liability of subcontractors, cross liability.. If such insurance is subject to an aggregate limit, the aggregate limit shall apply on a per location or per project basis. (iv) Commercial Automobile Liability Insurance shall be provided with coverage for all owned and non-owned vehicles used in connection with the Work with a combined single limit of at least $1,000,000, including contractual liability coverage for the indemnities contained in this Agreement and such additional coverage and limits as required by law. If hazardous materials or waste are to be transported, Commercial Automobile Liability Insurance shall be endorsed with the MCS-90 endorsement in accordance with the applicable legal requirements. (v) Umbrella Liability Insurance shall be provided with limits of $3,000,000 each occurrence and aggregate. All coverages and terms required under the Commercial General Liability, Automobile Liability and Employer’s Liability must be included on the Umbrella Liability policy. Seller’s Umbrella Liability Policy shall provide liability coverage, subject to the terms and conditions of the policy, in excess of all available underlying coverage, before any primary or excess coverage held by any additional insured. (vi) If the scope of performance under this Service Order includes hazardous materials, then Seller shall provide and maintain Pollution Liability Insurance coverage with limits of not less than $1,000,000 each occurrence and aggregate. Pollution Liability policy must include contractual liability coverage aligned with indemnification obligations of this Service Order. The policy shall also include defense and clean-up costs. Seller shall continue to provide the required products and completed operations coverage for a period of five (5) years after the completion of the Services. (vii) If the scope of the performance under this Service Order includes professional service, including but not limited to design, engineering, consulting or similar type of service, then Seller shall provide and maintain Professional Liability Insurance coverage with limits of not less than $1,000,000 each occurrence and aggregate. The policy coverage shall be effective (retroactively, if applicable) from the date of commencement of all professional activities in connection with the scope. Coverage shall include coverage for contractual liability. The Seller and any subcontractors shall maintain this coverage for the statute of repose, following completion of the project. (viii) All Risk Property Insurance shall be provided which is written on a replacement cost basis protecting Buyer and Seller for the full replacement cost of all property or equipment owned, leased or otherwise used by Seller in connection with the Work. Such insurance shall also cover Buyer owned property in the care, custody or control of Seller away from Buyer’s premises. (ix) All other coverage required by applicable laws and regulations, including in addition to insurance, any other form of financial protection required by applicable laws and regulations shall also be procured and maintained by Seller at Seller’s sole expense. (b) All policies of insurance shall contain a waiver of subrogation in favor of Buyer. All policies except Worker’s Compensation and Professional Liability ( if applicable) shall include Buyer and other parties Buyer may designate as additional insureds for claims arising from Work performed under this Service Order. Additional Insured status under the Commercial General Liability policy shall be for both ongoing and completed operations. If applicable, the additional insured endorsement shall be on a Vendor’s form (CG 20 15 or its equivalent). All insurance required above shall be primary and non-contributory to insurance purchased by Buyer. All October 20, 2014 version insurance required (except Professional Liability, if applicable) shall include the costs of defending Buyer and such defense costs shall not apply against the coverage limits of the required insurance. (c) Seller shall require each subcontractor to provide and maintain insurance comparable to the insurance required in this Service Order. (d) All policies shall not be subject to a deductible or self-insured retention in excess of $50,000 without the prior approval of Buyer. Seller shall be responsible for and pay all losses within any deductibles or self-insured retentions. (e) Buyer reserves the right to require Seller to increase such limits or to carry other types of coverage with deductibles and limits acceptable to Buyer provided that Buyer shall reimburse Seller for any additional premiums attributable to such increased coverage. The insurance described herein sets forth minimum amounts and types of coverage, and is not to be construed in any way as a limitation of Seller’s liability to Buyer or to others under this Service Order. (f) Seller shall continue to provide the required products and completed operations insurance coverage for a period of five (5) years after contract expiration or project completion, whichever occurs later. (g) Seller shall furnish Buyer with certificates issued by the insurance company or companies issuing the insurance policies required by this provision (other than subcontractor’s policies) prior to commencement of Work, as well as copies of endorsement showing that Buyer is an additional insured, that all policies are primary and non-contributing to Buyer’s policies, and that all policies contain a waiver of subrogation in favor of Buyer. Seller shall provide, or to the extent commercially available policies shall provide, that written notices shall be given to Buyer’s Risk Management Department at 5200 Speaker Road, Kansas City, KS 66106, and its office location that issued this Service Order, if different, at least forty-five (45) days prior to any cancellation or change in any such policy.

 

11. RECORDS. Seller shall: (a) maintain complete and accurate books and records in accordance with applicable laws, generally accepted accounting principles and practices, and in sufficient detail to reflect the actual cost of performing the Work under this Service Order; (b) furnish Buyer with statements of Seller’s actual cost at such times and in such form and detail as Buyer may request; ( c) permit Buyer or its representatives to inspect and audit any and all of Seller’s books, records and accounts relating to the Work and this Service Order at all reasonable times during performance thereof and for a period of three (3) years after payment of the final invoice; and (d) if required by Buyer, Seller’s invoices shall be certified by an authorized representative of Seller in a manner prescribed by Buyer. Buyer will be responsible for the costs of any audits performed by Buyer unless an audit discloses that Seller has billed Buyer incorrectly for fees and then Seller will be responsible for the cost of that audit.

 

12. OWNERSHIP AND RIGHTS TO DELIVERABLES. (a) Buyer and Seller acknowledge that the Deliverables delivered and the Services performed by Seller for Buyer are being done at the expense of Buyer for the sole benefit of Buyer. All inventions (whether or not such may be patented), discoveries, developments, deliverables, improvements, know-how, algorithms, software, code, architecture, materials, reports, programs, specifications, requirements, designs, plans, documentation, material, information, data, processes and all Deliverables and other output prepared, authored, developed or created by Seller or its employees, agents, contractors and representatives, either alone or in combination or collaboration with third parties, for Buyer or resulting from Seller’s creation and delivery of Deliverables and performance of Services under this Service Order (collectively, “Buyer IP”) will become and remain Buyer’s exclusive property, and title thereto will at all times be in Buyer. Buyer will have the right to use the Buyer IP, or any part or parts thereof, as Buyer sees fit. Buyer may alter the Buyer IP, add to it, make derivative works from or combine with any other work or works, at its sole discretion. Seller hereby grants, assigns and conveys to Buyer all Seller’s right, title and interest, including copyrights, in and to all Buyer IP. Seller will have no right to disclose or use any Buyer IP for any purpose whatsoever and will not communicate to any third party the nature of or details relating thereto. Seller agrees that it will not seek and that it will require that its employees, agents, contractors and representatives who perform services for Buyer not to seek patent, copyright, trademark, registered design, trade secret or other protection (“Protection”) for any interest in or right to any Buyer IP. Seller agrees that it will do and that it will require its employees (and its agents, contractors and representatives) to do, at Buyer’s expense, all things and execute all documents as Buyer may reasonably require to vest in Buyer or its nominees any Protection for the Buyer IP that Buyer deems appropriate. (b) Notwithstanding the foregoing, Buyer IP will not include Seller’s pre-existing (prior to the date of this Service Order) proprietary information, methodologies, intellectual property, materials, concepts or project tools (“Seller IP”) used by Seller to create the Deliverables or perform the Services. Deliverables also will not include pre-existing materials and intellectual property of a third party used to create or embedded in the Deliverables (“Third Party Components”), to the extent such Third Party Components are identified to Buyer in writing prior to Acceptance. Seller hereby grants to Buyer a non-exclusive, fully paid, worldwide, irrevocable license to use, for Buyer’s business purposes, Seller IP and Third Party Components used or embedded in the Deliverables or Buyer IP, or used to provide the Services. (c) In the event Seller uses any subcontractor or other third party to perform any of the Services or assist in any aspect of the Deliverables contracted for under this Service Order, Seller agrees to enter into such written agreements with such third parties and to take such other steps as are or may be required to secure for Buyer the rights and licenses called for in this Service Order.

 

13. WORK ON BUYER’S PREMISES. If Seller’s Work under this Service Order involves operations by Seller on the premises of Buyer, Seller shall (i) provide and pay for all materials, labor, tools, water, power and other items necessary to complete the Work, unless expressly stated otherwise on the face of this Service Order, (ii) take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such Work, and (iii) except to the extent that any such injury is due solely and directly to the negligence of Buyer, defend, indemnify and hold harmless Buyer, each of Buyer’s affiliates, and customers, and each of the foregoing’s directors, officers, employees, agents, successors, and assigns from and against all actions, suits, proceedings, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) which may result in any way from any act or omission of Seller, its agents, employees or subcontractors. Seller shall, while on Buyer’s premises, comply with Buyer’s rules and regulations, of which Seller has been provided written notice. Seller shall keep Buyer’s premises free from accumulation of waste material and rubbish and in full compliance with any applicable law or regulation. Upon the completion of the Work, Seller shall remove all rubbish, equipment and surplus materials from Buyer’s premises.

 

14. GENERAL PROVISIONS. A. Waiver. Any waiver by either party of any provision or condition of this Service Order must be in writing signed by the waiving party and shall not be construed or deemed to be a waiver of any other provision or condition of this Service Order, nor a waiver of a subsequent breach of the same provision or condition, unless such advance waiver be so expressed in writing and signed by the party to be bound. B. Severability. If any provision of this Service Order shall be adjudged illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not be impaired. C. Notice. Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person, sent via facsimile, with receipt of confirmation, or by other means of delivery for which a delivery confirmation is provided to the address or facsimile number of the respective party on the face of this Service Order. The date of delivery shall be the date which appears upon a valid, written or electronic verified receipt confirming delivery such as a facsimile confirmation of delivery, or the type of return receipt one obtains from the United States Postal Service® or a common carrier such as Federal Express Corporation (FedEx®), United Parcel Service® or DHL Worldwide Express®. Either party may, by notice to the other, change the addresses, facsimile numbers, and names given herein. October 20, 2014 version D. Entire Agreement. This Service Order represents the entire understanding and agreement between the parties concerning the Work, and supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding the Work. No terms, conditions, prior courses of dealing, courses of performance, usages of trade, understandings or agreements purporting to modify, vary, supplement or explain any provision of this Service Order shall be effective and none shall be binding unless in writing, signed by duly authorized representatives of both parties. E. Governing Law and Venue. This Service Order shall be governed by and interpreted in accordance with the laws of the State of Kansas, without regard to its conflict of laws provisions. The parties, to the fullest extent permitted by law, hereby knowingly, intentionally and voluntarily, (i) submit to personal, exclusive jurisdiction in the State of Kansas with respect to any suit, action or proceeding arising from, relating to or in connection with this Service Order, (ii) agree that any such suit, action or proceeding may be brought in any state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, (iii) submit to the jurisdiction of such courts, (iv) agree that the parties will not bring any action, suit or proceeding in any forum other than a state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, and (v) irrevocably agree not to assert any objection which any party may ever have to the laying of venue of any such suit, action or proceeding in any state court of competent jurisdiction sitting in Johnson County, Kansas, or in the United States District Court for the District of Kansas, at Kansas City, KS, and any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. F. Assignment and Subcontract. Neither party shall assign or subcontract this Service Order, its performance, or any monies due or to become due hereunder, and any attempt to do so shall be void unless with the prior written consent of the other party, except that this Service Order may be assigned without consent in connection with the acquisition or merger of Buyer, the acquisition or transfer of all or substantially all of the assets of the Buyer group or division operating the Buyer facility, or Buyer’s sale or other transfer of the Buyer facility. G. Survival. The confidentiality, indemnification, and insurance obligations and any other obligations set forth herein which by their nature are intended to survive termination shall survive the termination of this Service Order. H. Non-Exclusive Services. Buyer may contract with others for the same or similar Deliverables and may retain other persons or entities to undertake the same or similar Services as those provided by Seller. Seller also may independently create, develop, acquire and sell items, materials and programs and perform services that are similar to or competitive with the Deliverables or Services provided by Seller. I. Remedies. The rights and remedies provided Buyer herein shall be cumulative, to the extent permitted by law, and in addition to any other rights and remedies provided by law or equity. J. Buyer Approval and Reviews. The review or approval by Buyer of any specifications, Work hereunder, or other matter in connection herewith shall not relieve Seller of any of its obligations under this Service Order nor excuse or constitute a waiver or acceptance of any defects or nonconformities in any Work furnished under this Service Order or change, modify or otherwise affect any of the provisions of this Service Order.

Website Terms and Conditions

 

STANDARD WEBSITE TERMS AND CONDITIONS OF HARCROS CHEMICALS INC.

This web site is the property of Harcros Chemicals Inc. By using this site you agree to follow and be bound by the policies described below. Harcros Chemicals Inc. reserves the right to change these policies at any time.

Access for all the information on this web site is subject to the following terms and conditions:

  1. All information contained on this web site is given in good faith and Harcros Chemicals Inc. uses all reasonable efforts to ensure that it is accurate. However, Harcros Chemicals Inc. gives no representation or warranty in respect of such information and all such representations and warranties, whether express or implied, are excluded.
  2. You are responsible for your communications via this web site. In accessing and using this web site, you may not, under any circumstances, do any of the following:
    1. Publish, post, distribute, or disseminate injurious, defamatory, infringing, obscene or other unlawful materials, or information.
    2. Use the web site to threaten, harass, or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
    3. Intercept or attempt to intercept email.
    4. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.
    5. Upload files that contain a virus or corrupted data.
    6. Delete any author attributions, legal notices or proprietary designations or labels in a file that you upload.
    7. Falsify the source or origin of software or other material contained in a file that you upload;
    8. Download a file that you know (or reasonably should know) cannot be legally distributed via the web site.
    9. Act (or fail to act) in your use of the web site in a manner that is contrary to these User Rules or to applicable law or regulation. Files that you upload, and your activity in conferences, chatrooms, and other forums are subject to review, modification, and deletion without notice by Harcros Chemicals Inc. or its designees. Harcros Chemicals Inc. reserves the right in its sole discretion to change its policies concerning this web site at any time, and to withdraw, suspend or discontinue any feature of this web site at any time. You are responsible for adhering to any limitations posted concerning files uploaded to this web site (e.g., regarding reproduction and dissemination). You agree to indemnify and hold Harcros Chemicals Inc. harmless from any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based on your use of this web site, including without limitation any claim of personal injury or injury to property, libel, defamation, violation of privacy or publicity rights, loss of service by other users, and infringement of intellectual property or other rights. Harcros Chemicals Inc. will notify you promptly of any claim for which it seeks indemnification hereunder.
  3. No liability is accepted by Harcros Chemicals Inc. for any loss or damage, which may arise out of any person relying on or using any such information. Harcros Chemicals Inc. shall not be liable to any person relying on or using any such information for any indirect or consequential loss or damage or any loss of or damage to profit, revenue, savings, use, contract, goodwill or business, in each case howsoever caused, including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty. However, nothing in the above shall limit or exclude Harcros Chemicals Inc.'s liability for fraud or for death or personal injury caused by Harcros Chemicals Inc.'s negligence, or to the extent otherwise not permitted by law.
  4. The availability of services and products described in this Web Site will be subject to terms and conditions, details of which may be obtained from Harcros Chemicals Inc.
  5. The copyright in the material contained in this Web Site and any Harcros Chemicals Inc. trademarks and brands included in that material belongs to Harcros Chemicals Inc. or its licensors.
  6. Any person may copy any part of this material from this web site, subject to the following conditions.
    1. The material may be used only for that person's own personal, non-commercial purposes.
    2. The copies must retain any copyright or other intellectual property notices contained in the original material.
    3. The products, technology, or processes described in this Web Site may be the subject of other intellectual property rights owned by or reserved to Harcros Chemicals Inc. or other third parties. No license is granted in respect of those intellectual property rights.
    4. Images, trade marks and brands displayed on this web site are protected by copyright, trade mark and other intellectual property laws in all jurisdictions and must be kept confidential*, and may not be reproduced or appropriated in any manner without written permission of their respective owner(s).

      * "Confidential Information" as used in this Agreement means all information disclosed to you by Harcros Chemicals Inc., including all records, products, software, data systems, formulas, compositions, projects, developments, processes, methods, techniques, computer programs, customer lists, supplier lists, financial statements, loan documents, advertising and promotional materials, manuals, books, data, files, memorandum, projections, or information or other written, photographic or other tangible material containing confidential or private information relating to the business and know how of Harcros Chemicals and/or its customers. The contents or existence of discussions or negotiations related to the business shall constitute Confidential Information. Confidential Information shall not include information that (a) is or becomes part of the public domain other than as a result of disclosure by you, (b) becomes available to you on a non-confidential basis from a source other than Harcros Chemicals Inc., provided that, to the best of your knowledge after due inquiry, such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (c) was in your possession prior to disclosure of the same by Harcros Chemicals Inc.
  7. Nothing on this web site shall be taken as being an offer to buy any of the services or products described.
  8. Any claims arising out of the use of this web site shall be governed and construed in accordance with Kansas Law and each party agrees to submit to the exclusive jurisdictions of the Kansas courts.
  9. Disputes between Harcros Chemicals Inc. and its employees are governed by an Alternative Dispute Resolution Policy (the "ADR Policy"). Covered disputes include any claim arising out of the employment relationship except workers' compensation and/or unemployment benefits, except claims alleging workers' compensation retaliation/discrimination, benefit claims to the extent not covered by other procedures under the Summary Plan Description and claims relating to non-competition, non-solicitation or confidentiality agreements. In addition to an Open Door Policy, claims covered by the ADR Policy first must go to mediation and, if unsuccessful, to arbitration. Mediation and arbitration are governed by the Employment Dispute Rules of the American Arbitration Association (available at www.adr.org) except where those rules conflict with the ADR Policy of Harcros Chemicals Inc. Time limits for pursuing remedies under the ADR Policy are the same as if pursued through governmental administrative agencies and courts of competent jurisdiction. Although the ADR Policy applies to relief that might otherwise be sought through the courts for a workplace dispute, the ADR Policy does not preclude employees from pursuing administrative complaints through timely filings with the Equal Employment Opportunity Commission, the National Labor Relations Board or any other governmental regulatory body governing workplace disputes. Remedies obtainable through arbitration are the same as those available as if the matter were tried in court; provided that the arbitrator cannot impose criminal penalties, exact fines or grant injunctive relief except to the extent such relief would be permitted in a court of law of competent jurisdiction. Any court of competent jurisdiction may enforce the ADR Policy and be empowered to enter judgment on an arbitration award entered in accordance with the ADR Policy.
  10. Harcros Chemicals Inc. reserves the right to comply with law enforcement requests and requirements relating to your use of this web site or information provided to or gathered by Harcros Chemicals Inc. regarding such use.
  11. This agreement takes effect on the date you first use the web site and continues for as long as you use the web site. Harcros Chemicals Inc. reserves the right to change this agreement at any time by posting changes on-line. The user is responsible for regularly reviewing all information regarding usage policies in order to obtain timely notice of posted changes. Your continued use of the site after changes are made constitutes your acceptance of the modified changes.
  12. Harcros Chemicals Inc may provide links and pointers to Internet sites of third parties ("Third Party Sites"). These links and pointers to Third Party Sites are provided as a convenience only. The Company has not reviewed, and does not operate or control in any respect, any information, products', or services available on Third Party Sites, and Harcros Chemicals Inc is not responsible for any information provided at any Third Party Sites. Harcros Chemicals Inc makes no representations and provides no warranties whatsoever concerning Third Party Sites, and the fact that Harcros Chemicals Inc. has provided a link to any Third Party Site on this web site does not constitute an endorsement, authorization, sponsorship or affiliation by the Company with respect to such Third Party Site or its owners or providers or any products or services mentioned or offered at the Third Party Site. Harcros Chemicals Inc. expressly disclaims any responsibility for the content, the accuracy of the information and/or quality of products or services provided by, advertised on, or sold through, all Third Party Sites.
  13. This web site is intended as an informational service for industry purchasers, formulators and other interested parties. Harcros Chemicals Inc. reserves the right to discard registrations and reject inquiries if such represent misuse or insincere uses of these services. Entries and other submitted materials become the property of Harcros Chemicals Inc. and will not be acknowledged or returned (read also "Privacy Statement"). Harcros Chemicals Inc. is not responsible for incomplete, late, lost, misdirected or for any technical malfunction, human error, lost/delayed data transmission, omission, interruption, deletion, defect, or line failure in connection with any telephone network, computer equipment, software or any combination thereof. Entries are void if unreadable, inaccurate, incomplete, mutilated, tampered with, forged, mechanically reproduced, irregular in any way, or otherwise not in compliance with these rules. If for any reason the web site is not capable of running as planned, Harcros Chemicals Inc. reserves the right at its sole discretion to cancel, terminate, modify, or suspend any registration.

These Terms and Conditions constitutes the entire and only agreement between Harcros Chemicals Inc. and you and supersedes any and all prior or communications, agreements, representations, warranties, and understandings concerning this web site. In case of any questions regarding the information on this web site, please contact custserv@harcros.com or telephone 913-321-3131.

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