NORQUAY TECHNOLOGY
GENERAL TERMS and CONDITIONS

  1. Price and Delivery: Price and delivery is valid 60 days unless otherwise specified in quotation. Delivery will be determined upon time of order placement to reflect plant schedule.
  2. Payments and Shipments: Shipments shall be made as agreed. Terms are FOB Chester, PA, NET thirty (30) days date of invoice. Late payments will be charged 1.5% per month, minimum $50 per late fee.
  3. Packaging and Weights: The material will be shipped in appropriate container per SELLER specifications unless otherwise specified by BUYER with SELLER approval. (Seller weights shall govern unless proven to be incorrect.)
  4. Title and Risk of Loss: Title to the product and risk of loss shall pass to BUYER upon delivery to a carrier or into BUYER’S transport. SELLER is not responsible for taxes, insurance, duties, and customs except as specified in the quotation.
  5. Sampling and Testing: BUYER shall make an examination and test of any material delivered hereunder immediately receipt at BUYER’S plant in accordance with specifications. Failure of BUYER to give notice of any claim within thirty (30) days after the receipt of such product at its facility shall be unqualified acceptance of said product.
  6. Warranties: THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE, HEREOF, AND SELLER MAKES NO WARRANTY EXPRESS OR IMPLIED, OF FITNESS FOR PARTICULAR USE OR OTHERWISE, EXCEPT THAT THE PRODUCTS FOR PARTICULAR USE BE OF MERCHANTABLE QUALITY AND SHALL CONFORM TO SELLER’S STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS SHALL HAVE BEEN AGREED TO IN WRITING BY SELLER AND BUYER: AND BUYER ASSUMES ALL RISK WHATEVER AS TO THE RESULT OF THE USE OF THE PRODUCTS PURCHASE, WHETHER USED SINGLY OR IN COMBINATION WITH SUBSTANCES OR IN ANY PROCESS.
  7. Limitation of Claims: Defective or non-conforming products per specification shall be replaced by SELLER without any additional charge, or in lieu thereof, if SELLER elects, SELLER may upon return of the products at SELLER’S expense, refund the purchase price. SELLER’S LIABILITY FOR ANY LOSS OR CLAIM WHATSOEVER, INCLUDING A CLAIM FOR BREACH OF WARRANTY OR MERCHANTABILITY, SHALL BE LIMITED SOLELY AND EXCLUSIVELY TO REPLACEMENT OF DEFECTIVE OR NON-CONFORMING PRODUCTS OR, AT THE ELECTION OF THE SELLER, RETURN OF THE PRODUCTS AND REPAYMENT OF THE PRICE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. SELLER LIMIT OF EXPOSURE TO DEFEND, INDEMNIFY AND HOLD BUYER HARMLESS FOR ALL CLAIMS, LOSSES, DAMAGES, AND EXPENSE, WHICH MAY BE ASSERTED AGAINST OR BE INCURRED BY BUYER INCLUDING PATENT, TRADEMARK AND COPYRIGHT INFRINGMENT. FORESEEABLE OR UNFORESEEABLE, INCLUDING THOSE RESULTING FROM INJURIES TO ANY PERSON OR DAMAGE TO ANY PROPERTY, CAUSED IN ANY MANNER BY ANY ACT OR FAILURE TO ACT OF SELLER CONNECTION WITH FURNISHING OF GOODS COVERED IN THIS QUOTATION, OR BECAUSE OF ANY IMPERFECTION OR DEFECT IN SAID GOODS, OR BASED UPON ANY THEORY OF PRODUCT LIABILITY OR STRICT LIABILITY IN TORT, OR BECAUSE OF THE FAILURE OF SUCH GOODS AS MAY APPEAR IN ANY CATALOG, ANALYTICAL INFORMATION REPORT, OR OTHER TECHNICAL BULLETIN AS IS FURNISHED OR UTILIZED BY BUYER, OR BECAUSE OF THE FAILURE OF SUCH GOODS TO BE PRODUCED IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF THIS PURCHASE ORDER WILL BE LIMITED TO THE VALUE OF THE ORDER WHICH RESULTED IN THE LOSS.
    Any course of dealing between the parties to the contrary notwithstanding, any claim by BUYER shall be deemed waived unless presented in writing to SELLER within thirty (30) days from the receipt of the products to which such claim relates. 
    BUYER assumes all risk and liability for loss, damage or injury to the person or property of BUYER or other arising out of use or possession of any products sold hereunder.
  8. Environment and Safety: In the event either party ceases or suspends the operation of any facility where it is producing or distributing any quantities of material deliverable hereunder and such termination or suspension is made by either party because said facility, the operation thereof and/or the product therefrom violates or fails to comply with or becomes uneconomical by virtue of compliance with any applicable governmental law, regulation, ordinance, standard, order or decree relating to pollution, ecology, environmental matter or safety, either party shall have the right to terminate this Agreement in its entirety or suspend deliveries hereunder in whole or in part by written notice to the other party without liability resulting to either party. The aforesaid right to terminate or suspend deliveries may be exercised by either party at any time while such violation or failure continues and such cessation or suspension of operations is in effect. In no event shall SELLER be obligated to purchase material from others in order to enable it to deliver material to BUYER hereunder. Deficiencies in deliveries hereunder due to any such cause may, at the option of either party, be canceled from the contract with no liability to either party therefor. Each party agrees to notify the other reasonably in writing of any decision to terminate or suspend deliveries, for reasons specified in this paragraph.
  9. Force Majeure: Failure to either party to perform its obligation under the contract, if caused by Act of God, or the public enemy, accident, explosion, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor troubles, riots, sabotage, embargo, war, any other situation which threatens personal safety or to cause property damage, Federal, State, or Municipal law, ordinance, rule, regulations, order, license, priority, seizure, requisition, all location or any other governmental restriction or limitation, or failure or delay or transportation, shortage of or inability to use the full capacity of plant or facilities or to obtain supplies, equipment, fuel, or labor, or compliance with any order or request of the United States or any department, board, commission, agency, officer or committee thereof, or any other circumstance of a similar or different nature beyond the reasonable control of the party so failing shall not subject the party so failing to any liability to the other.]
  10. Arbitration: The validity, performance, construction and effect of this agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any controversy arising under or in connection with this Agreement shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association. The decision shall be made by one arbitrator selected pursuant to the rules of the American Arbitration Association. The arbitrator shall have a bachelors or higher degree in chemistry or chemical engineering. The jurisdiction of the arbitrator shall be limited to the question of whether there has been a violation, and to render a decision and award appropriate relief. The arbitrator shall also have jurisdiction to apportion the fee for arbitration, and to award travel expenses equitable under all of the circumstances. The award in arbitration may be enforced by any court having jurisdiction over the matter. 
  11. Notice: All notices, requests, demands or other communications provided for in this Agreement shall be in writing, and unless otherwise specifically provided in this Agreement shall be deemed to have given when mailed postage prepaid, in general or branch United States post office, in a properly addressed wrapper addressed to the address of the party to be served.
  12. Cancellation: If BUYER cancels this Purchase Order at any time, with or without cause, by written notice to SELLER, BUYER shall pay for all materials or services delivered completed and accepted by buyer and a reasonable settlement shall be reached consistent with the price specified in the Purchase Order. Upon receipt of any notice of cancellation hereunder, SELLER shall, unless otherwise directed, discontinue in an orderly manner all orders and subcontracts given pursuant to the purchase order.

Form 396-1