Terms

 

Terms & Conditions

General Terms and Conditions of Sale of FRX Polymers

SELLER: FRX Polymers

(a) TAXES – Except as expressly provided elsewhere in the Agreement, Buyer will pay any tax (other than on income), duty or other governmental charge now or hereafter imposed on any Products or imposed on FRX Polymers by reason of the manufacture, sale, use or transportation of such products or raw material.

(b) FORCE MAJEURE – Neither party shall be liable to the other for any delay or failure of performance resulting from any circumstance (other than the payment of money owed) beyond the reasonable control of such party (a “Force Majeure Event”), including without limitation: fire, storm, flood, act of God, war, earthquake, explosion, sabotage, epidemic, quarantine restrictions, embargo, strikes or other labor trouble, compliance with law, failure of the usual means of production or of transportation, or shortage of labor, raw materials, utilities, fuel and/or energy.  FRX Polymers  shall not be obligated to make up any deficiencies in delivery due to any such shortage except by written mutual agreement.  In the event FRX Polymers  experiences a Force Majeure Event, Buyer may purchase elsewhere the amount of product it requires which FRX Polymers  is unable to provide. 

(c) APPORTIONMENT– In the event of a shortage of the product and/or delay in shipment or delivery occasioned by a Force Majeure Event, FRX Polymers  will endeavor to allocate equitably the available product among its buyers, its own internal users and its affiliates.  In the case of a shortage or anticipated shortage of labor, raw materials, utilities, fuel or energy, Albemarle will endeavor to allocate equitably the available labor, raw materials, utilities, fuel and energy to use in the product covered by this contract, to FRX Polymers’  own internal use, to the use of its affiliates and to the use in other products. 

(d) LIMITED WARRANTY – FRX Polymers  WARRANTS THAT (i) THE PRODUCT SOLD HEREUNDER SHALL AT THE TIME OF DELIVERY CONFORM TO THE AGREED SPECIFICATIONS (OR IN THE ABSENCE OF AGREED SPECIFICATIONS, THEN TO MANUFACTURER’S  STANDARD SPECIFICATIONS FOR THE PRODUCT); AND (ii) BUYER SHALL RECEIVE GOOD TITLE TO THE PRODUCT, FREE AND CLEAR OF LIENS OR ENCUMBRANCES.  HOWEVER, FRX POLYMERS MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, TO THE EXTENT THAT THE PRODUCTS CONFORM TO THEIR APPLICABLE SPECIFICATIONS, THE BUYER ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY THE USE OF THE MATERIALS COVERED BY THIS CONTRACT, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS.

(e) EXCLUSIVE REMEDIES – The exclusive remedy of Buyer against FRX Polymers  for any failure to perform its obligations under the Agreement is expressly limited to one of the following:

  • (i) providing the quantity of Product to Buyer with respect to which the claim is established, or
  • (ii) paying the qualifying damages established by Buyer, in an amount not to exceed the purchase price paid for the Product with respect to which such damages are claimed, plus any freight paid by Purchaser with respect to such Product.

This limitation shall apply to all claims, whether stated in contract, warranty, tort, strict liability, infringement of third party rights or any other legal or equitable claim whatsoever. Failure to give written notice of claim within sixty (60) days from date of delivery, or in the case of non‑delivery, from the date fixed for delivery, shall constitute a waiver by the parties of all claims with respect thereto.  In no event will FRX Polymers  be liable to Buyer for loss of profits or for punitive, special, exemplary, incidental or consequential damages.

(f) DELIVERY – FRX Polymers will endeavor diligently to make the Product on or about the requested pick up dates, given the limits of its operational and logistical constraints. However, requested pick up  dates are for indicative purposes only, and pick up date on a date other than the requested date (i) shall not entitle Buyer to reject the goods unless Buyer shall have given FRX Polymers notice of cancellation at least three (3) days prior to shipment; and (ii) shall not entitle Buyer to any claim for compensation.

(g) WAIVER – Failure of either party in any particular circumstance to insist on the strict performance of any covenant, term, provision or condition hereunder, or to exercise any option herein contained, shall not be construed as a waiver thereof in any other instance.

(h) NOTICE – Notice to either party under this Agreement shall be deemed good and sufficient if sent by mail to the address specified on any purchase order or invoice (or otherwise to the last known address of such party), and shall be deemed effective three business days after the date of such mailing.

(i) ENTIRE AGREEMENT – This Agreement constitutes the entire contract of purchase and sale of the product(s) named herein.  All prior agreements between the parties relating to this subject shall have no further force or effect.  The terms of this Agreement shall not, in the absence of prior express written consent of the parties, be amended, supplemented or superseded by any terms or provisions of any purchase order, invoice or other document of any kind.

(j) GOVERNING LAW – This Agreement shall be interpreted in accordance with the laws of the State of Massachusetts, without giving effect to provisions as to the conflicts of laws.

(k) ASSIGNMENT – This Agreement is neither transferable nor assignable by either party, except (i) to its majority-owned affiliates, (ii) to its successors to that portion of the business to which this Agreement relates, or (iii) with the prior written consent of the other party.

(l) SAFE PRACTICES – Buyer acknowledges that it is familiar with the safety and health data outlined in Manufacturer’s  Material Safety Data Sheet(s) relating to the Product and any other information which has been provided by FRX Polymers. Buyer will act with reasonable diligence and prudence to safeguard the health and safety of its employees, customers and the environment.

(m) CREDITWORTHINESS – In the event that Buyer's financial responsibility deteriorates materially, FRX Polymers shall be entitled to require advance payment or satisfactory assurances of future payment.

(n) CONFIDENTIALITY – FRX Polymers and Purchaser agree to maintain confidentiality as to the commercial terms of this Agreement, except only as may be required (in the good faith opinion of counsel) to comply with applicable law.