HAWK RESEARCH LABORATORIES LLC
TERMS & CONDITIONS OF SALE
These Terms and Conditions of Sale (these “Terms”) govern the sale of the products, equipment, materials, services, or any combination thereof (collectively, the “Products”) as set forth in a Sales Confirmation (as defined) by HAWK RESEARCH LABORATORIES LLC (“Seller”) to the buyer identified on the face page of these Terms or in any quotation, confirmation of sale or related document issued by Seller (“Buyer”). Further, any quotation, confirmation of sale and/or invoice (collectively, the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.1. BUYER’S ORDERS. Seller reserves the right to reject a purchase order or a release issued under a blanket purchase order issued by Buyer for any reason. Acceptance of a purchase order, a blanket purchase order or a release under a blanket purchase order is subject to credit approval by Seller. Notwithstanding anything to the contrary, these Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or existence of such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
2. PRICE; TAXES. Any price provided by Seller in writing shall be good for a period of thirty (30) days if issued in a quote or such other time period as stated by Seller. After 30 days of the Seller’s issuance of the quotation, if the Buyer submits a purchase order for the Products, the price for Products shall be Seller’s price for such Products in effect as of the date of the order. All prices are stated and payable in U.S. dollars. The price for Products does not include any foreign, federal, state or local sales, use, value-added, excise or other similar taxes or any tariffs, duties or other charges imposed on or measured by the use or sale of the Products (collectively, “Taxes”). Buyer shall pay, and reimburse Seller if it pays, any and all Taxes, except for those based on Seller’s income. If Seller is required by any governmental, quasi-governmental or other taxing authority or agency to collect and pay any Taxes on Buyer’s behalf, Seller may invoice Buyer for such amounts, which Buyer shall pay in accordance with the terms of this Agreement.
3. PAYMENT. Unless a different payment date is expressly set forth on an invoice, Buyer shall pay each invoice, without deduction or setoff, via credit card billed at the time Seller accepts Buyer’s purchase order. Interest will be added to all amounts outstanding more than thirty (30) after the invoice due date at the rate of 1.5% per month or the maximum rate of interest allowed by applicable law, whichever is lower. In the event Buyer is in default of any of the terms or conditions of this Agreement, including, without limitation, payment of any amounts owed to Seller in a timely manner, Seller may, in its discretion: (a) defer or suspend further shipments of Products until Buyer reestablishes satisfactory credit; (b) cancel the unshipped or unperformed portion of any order and invoice Buyer for incurred costs and reasonable profit without any liability for Seller’s failure to ship or provide the Products; (c) make shipment of the Products to Buyer on a C.O.D. or cash in advance basis; or (d) pursue any other remedy available under this Agreement or at law or equity. Further, each payment made by Buyer under this Agreement shall constitute Buyer’s representation that it is solvent, as that term is defined in the Uniform Commercial Code, at the time such payment is made. Buyer’s obligation to make payment to Seller under this Agreement is not contingent on Buyer’s ability to collect or obtain funds from any other party.
4. DELIVERY.
(a) Unless otherwise agreed to in writing signed by an authorized Seller representative, Seller shall ship all Products Ex Works (as defined in Incoterms 2010) from Seller’s plant or facility. Title to and all risk of loss or damage to the Products shall pass to Buyer upon delivery of the Products to the shipper or carrier for shipment. Buyer shall provide detailed shipping instructions to Seller within a reasonable time prior to the shipment date. Buyer shall be responsible for any increased costs or delays in delivery resulting from Buyer’s failure to supply such instructions in a timely manner. If Buyer fails to provide shipping instructions to Seller by the shipment date, Seller is hereby authorized to make shipping arrangements on Buyer’s behalf to an address for Buyer on record and Buyer shall be responsible for all costs and expenses associated therewith. In the event Buyer is unable or refuses to take delivery of any scheduled shipment of Products, Seller may, but is not obligated to, store the shipment at Buyer’s sole risk and expense and all expenses associated with such storage shall be immediately paid by Buyer as soon as they become due and payable. Notwithstanding anything in this Agreement to the contrary, any delivery date provided by Seller is a good faith estimate only. Seller will use commercially reasonable efforts to fulfill Buyer’s orders by the estimated delivery date but in no event shall Seller be liable for any loss or damages associated with Seller’s inability to meet any such deadlines or timeframes.
(b) To the extent any Product contains Hazardous Materials, Buyer acknowledges that such Product may not be suitable for air and/or ocean transport, or may need to be repackaged in such a manner as to permit the Product to comply with applicable law. All charges and fees relating to the repackaging and/or handling Products containing Hazardous Materials for transportation to Buyer shall be paid by Buyer and, if paid for or incurred by Seller, may be added to the applicable invoice and paid by Buyer in accordance with the terms of this Agreement. Further, Seller shall not be responsible for any delay in shipment or delivery due to review or inspection of Products containing Hazardous Materials or other goods deemed dangerous by any shipper or carrier or any of their agents, or any governmental authority or agency. As used in this Agreement, “Hazardous Materials” means any material defined as a hazardous material under the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., as amended, and the regulations of the U.S. Department of Transportation made thereunder, or other similar laws, or any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, material, pollutant or contaminant which is hazardous, toxic or otherwise harmful to health, safety, natural resources, wildlife or the environment or any other similar substances or materials which are now, or in the future, regulated by any environmental or other applicable law.
(c) Buyer accepts sole responsibility and liability for the disposal of any Product containers and their contents in accordance with applicable law. Buyer agrees to defend, indemnify and hold Seller harmless from and against any and all claims, losses, damages, fines or expenses arising from Buyer’s handling, use, storage, transport or disposal of any Product container and its contents.
5. INSPECTION & RETURNS.
(a) Inspection. Seller continuously strives to ensure that all orders are properly tested, carefully filled, and properly packed for shipping. However, Buyer must inspect all Products upon delivery, to include verifying correct volumes and concentration levels for all Products. Buyer must notify Seller in writing of Buyer’s intent to reject any non-conforming shipment of Product within seventy-two (72) hours after delivery. Buyer’s written notice shall specifically identify the Products rejected, including a detailed description of the grounds for the rejection and what, if any, defects Buyer alleges exist. If Buyer has not delivered a written notice of rejection to Seller within the time period stated in this paragraph, Buyer shall be deemed to have accepted the Products and Seller shall have no further obligations for the Products specified except as otherwise set forth in this Agreement. Seller is not responsible for any damages caused in transit.
(b) Returns. Subject to the terms set forth in this paragraph, Buyer may return unwanted Products to Seller within thirty (30) calendar days from delivery, provided such Products are undamaged, unopened, non-custom Products and in their original packaging. Any Products with opened containers are not eligible for return. A restocking fee of 20% of the original purchase price for all Products returned pursuant to this paragraph shall apply and such fees are due immediately by Buyer upon the initiation of the return and receipt of a Return Merchandise Authorization Code (“RMA”) issued by Seller’s shipping department. No returned Products will be accepted by Seller’s shipping department without an RMA Code clearly posted on the outside return package. Returns of Products containing Hazardous Materials must be packaged by a properly trained and supervised personnel. Buyer is responsible for all shipping charges and proper packaging and shipping practices to Seller for any returned Products. Seller is not responsible for any loss or damages due to the freezing or thawing of the returned Products, or any other shipping damages. After application of the 20% restocking fee, a credit will be issued to Buyer for returned Products based upon salvageable product value at the time of the return.
6. PRODUCT/SPECIFICATION CHANGES. Seller will provide the Products as described on the Sales Confirmation. If the parties have mutually agreed on any changes in the design, formulation and/or specifications of any Product (collectively, “Specifications”), such Specifications will be set forth in the Sales Confirmation. No additional Specifications will be accepted after the issuance of the Sales Confirmation unless Seller approves of such changes in writing, in which event Seller may impose additional charges to implement the changes. Further, Buyer acknowledge that, depending on the Product, Seller may not be able to accept requests for Specifications.
7. RESALE PRODUCTS.
(a) Buyer acknowledges that Seller may act as a distributor or re-seller for Products that were not designed, manufactured, blended, branded and/or packaged by Seller (collectively, “Resale Products”) and that matters relating to the quality of Resale Products are not within the Seller’s control. ACCORDINGLY, SELLER MAKES NO WARRANTIES WHATSOEVER CONCERNING RESALE PRODUCTS, INCLUDING any WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED. INSTEAD, ALL RESALE PRODUCTS UNDER THIS AGREEMENT ARE SOLD BY SELLER “as is” AND “with all faults.”
(b) In the event that a Resale Product is covered by an assignable original manufacturer’s warranty, Seller will engage in commercially reasonable efforts to assist Buyer to pass the benefits of such assignable warranty claim from the manufacturer to Buyer.
8. PRODUCT WARRANTIES. SELLER WARRANTS THAT ALL PRODUCTS SOLD BY SELLER TO BUYER MATERIALLY COMPLY WITH THEIR PRODUCT SPECIFICATIONS AS OF THE TIME OF SHIPMENT. THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY OF SELLER WITH RESPECT TO THE Product DESCRIBED THEREIN, AND is IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED, STATUTORY OR OTHERWISE. SELLER HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY¸ FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
9. INDEMNIFICATION & LIMITATION OF LIABILITY.
(a) BUYER ACKNOWLEDGES THAT THE PRODUCTS SOLD UNDER THIS AGREEMENT MAY CONTAIN HAZARDOUS MATERIALS AND MAY BE HAZARDOUS TO HUMAN HEALTH. BUYER ASSUMES ALL RISK AND LIABILITY FOR THE USE (OR MISUSE) OF THE PRODUCTS. BUYER SHALL FAMILIARIZE ITSELF AND KEEP ITSELF INFORMED (WITHOUT RELIANCE ON SELLER) WITH RESPECT TO ANY HAZARDS OR DANGERS TO PERSONS OR PROPERTY INVOLVED IN HANDLING, storing AND/OR USING THE PRODUCTS AND THE CONTAINERS IN WHICH SUCH PRODUCTS ARE SHIPPED. BUYER SHALL ADVISE ITS EMPLOYEES, INDEPENDENT CONTRACTORS, AND ALL OTHERS WHO HANDLE AND USE THE PRODUCTS AND SHALL TAKE SUCH ACTION AS IS NECESSARY TO ADVISE OTHERS, INCLUDING, WITHOUT LIMITATION, THE CUSTOMERS OF THE BUYER, WHO ARE FORESEEABLY THE ULTIMATE USERS OF THE PRODUCTS, OF ANY SUSPECTED OR PROVEN HAZARDS OF THE PRODUCTS.
(b) BUYER ASSUMES ALL RISKS AND RESPONSIBILITY RESULTING FROM THE HANDLING, USE, STORAGE, SALE OR RESALE OF THE PRODUCTS, WHETHER USED INDIVIDUALLY OR IN A COMBINATION WITH OTHER GOODS. To the fullest extent permitted by applicable law, SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL OR SAFETY ADVICE GIVEN BY SELLER WITH REFERENCE TO THE HANDLING, STORAGE AND/OR USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM, AND TO THE EXTENT SUCH ADVICE IS GIVEN, BUYER SHALL ACCEPT IT AT BUYER’S SOLE RISK.
(c) DUE TO WHAT MAY BE THE HAZARDOUS NATURE OF THE PRODUCTS SOLD HEREUNDER, IT IS RECOGNIZED THAT THE BUYER PURCHASES SUCH PRODUCTS SOLELY AT THE BUYER’S RISK, AND THAT IN NO EVENT SHALL THE SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INLCUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, DOWN TIME OR OTHER ECONOMIC LOSSES), EVEN IF SELLER HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBLITY OF SUCH DAMAGES.
(d) BUYER SHALL DEFEND, INDEMNIFY AND HOLD SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY, “SELLER’S parties”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING ACTUAL ATTORNEYS’ FEES AND OTHER COSTS OF LITIGATION) ARISING OUT OF THE USE, HANDLING, STORAGE, IMPORTATION, EXPORTATION, SALE OR RESALE OF THE PRODUCTS BY BUYER OR ITS EMPLOYEES, AGENTS, REPRESENTATIVES AND/OR CUSTOMERS.
(e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SELLER’S AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AND REPRESENTATIVES, AGGREGATE LIABILITY FOR ANY LOSS OR CLAIM (WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) SHALL BE STRICTLY LIMITED TO THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT WITH RESPECT TO WHICH SUCH LOSS OR CLAIM RELATES, SUBJECT IN ALL CASES TO AN AFFIRMATIVE OBLIGATION ON THE PART OF THE BUYER OR OTHER PARTY CLAIMING A LOSS TO MITIGATE ITS DAMAGES. BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS, IF ANY, TO INDEMNIFICATION BY SELLER WHICH MAY BE AVAILABLE AT LAW OR IN EQUITY, INCLUDING INDEMNIFICATION UNDER STATE, FEDERAL OR COMMON LAW. SELLER SHALL HAVE NO LIABILITY TO BUYER HEREUNDER IF THE PRODUCT IS NOT USED IN ACCORDANCE WITH ITS INTENDED PURPOSE, THE MANUFACTURER’S INSTRUCTIONS OR THE REQUIREMENTS OF THE FEDERAL FOOD, DRUGS AND COSMETIC ACT OR OTHER APPLICABLE LAW.
(f) THE INDEMNIFICATION OBLIGATIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY, HOWEVER, TO THE EXTENT SELLER’S CONDUCT IS ADJUDGED TO HAVE BEEN RECKLESS OR WILLFUL MISCONDUCT OR PROHIBITED BY LAW.
10. COMPLIANCE WITH LAWS; IMPORT/EXPORT.
(a) Buyer shall (i) comply with all applicable laws, statutes, rules, regulations and/or ordinances, and (ii) maintain in effect all the registrations, licenses, permissions, authorizations, consents and permits, relating to its use, handling, storage, importation, exportation, sale or resale of the Products or otherwise related to its performance of this Agreement.
(b) Buyer shall be responsible for all cost and expenses relating to the Products transit across another country’s border, including, without limitation, payment of any custom duties, fees or charges imposed or levied upon the Products or the Buyer. Buyer shall also be responsible for compliance with all applicable export control rules and regulations. Buyer shall not name Seller as shipper or importer of record in connection with any Products purchased from Seller. Buyer shall ensure that it imports and/or exports all Products purchased from Seller only in compliance with applicable laws, including U.S. Export Administration Regulations. Further, Buyer represents and warrants that it will not, directly or indirectly, divert any shipment of Products that is contrary to any applicable law, including without limitation, the United States Export Administration Regulations, the U.S. Foreign Corrupt Practices Act of 1977, and the Office of Foreign Asset Control Regulations, as each may be amended form time to time. The Products may not be imported, exported, sold or resold, disposed of, or transported by or to any country or Person (including any carrier owned, flagged, leased, or chartered by any of the foregoing) which would cause Seller to be in violation of or be penalized by the United States or other applicable economic sanctions laws.
11. SELLER'S INTELLECTUAL PROPERTY RIGHTS. Seller shall retain all rights in and to its intellectual and industrial property, including, without limitation, all rights under any patent, patent application, copyright, trademark, trade dress, trade secret, confidential information, or other intellectual property rights owned by or licensed to Seller which may be protected by state, federal or common law, and nothing in this Agreement shall be deemed or construed to be a transfer or license of any of Seller’s intellectual property. Buyer shall obtain rights to such intellectual property only to the extent that Seller may grant such rights, whether by license or otherwise, in a written document signed by Seller. Further, Buyer agrees that it shall not (and shall not permit its employees or agents to) alter, copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or formula for any part of the Products or Seller’s intellectual property.
12. CONFIDENTIALITY. All documentation or information provided by Seller to Buyer which is marked as confidential, or which from its nature or the context in which it is given should reasonably be understood to be confidential or of a proprietary nature, shall be held by Buyer in strict confidence. Buyer shall not use or disclose such information to any person or entity, other than an employee and agent of Buyer who has a need to know the information to enable Buyer to perform its duties and obligations under this Agreement; provided, however, that such employees and agents be required to maintain the information at all times in strict confidence in accordance with this Agreement. Buyer shall be responsible for any breach of this Section by its employees or agents. Such obligations of confidentiality do not extend to disclosures specifically to respond to government-issued subpoenas or legal disclosures, and Buyer shall notify Seller of the request (if legally permitted).
13. EXCUSED PERFORMANCE; ALLOCATION. Seller shall not be liable for any delay in the performance of this Agreement by reason of any of the following: acts of God, acts or war or terrorism, laws, regulations, acts or requests of governmental authorities or agencies, strikes, lockouts or other labor conditions, shortages of raw materials, fire, flood, explosion, or other damage to plant or facilities, or absence of normal transportation or any other cause which is beyond the reasonable control of Seller. In the event of any such delay, Seller’s performance hereunder shall be postponed by such length of time as may be reasonably necessary to compensate for the delay; provided, however, if the excused delay in Seller’s performance exceeds sixty (60) days, Buyer may cancel any order affected by the delay by serving written notice upon Seller before the cause(s) of the delay abate and promptly pay for any Products or services delivered prior to the date of termination. Seller reserves the right to allocate its inventory of Products in any manner it may determine from time to time, in its sole discretion.
14. GOVERNING LAW. This Agreement, and all the rights and duties of the parties arising out of, in connection with, or relating in any way to the subject matter of this Agreement or the transactions contemplated by it, shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois (excluding conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction). Further, Buyer and Seller hereby exclude the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended.
15. DISPUTE RESOLUTION. Any dispute, claim or counter-claim arising out of or relating to this Agreement, or the breach hereof (collectively, a “Dispute”), shall be resolved in accordance with the following:
(a) Buyer Located in the United States. If Buyer’s principal place of business is located in the United States, then any Dispute shall be initiated and prosecuted exclusively in the United States District Court for the Northern District of Illinois or any state court sitting in DuPage County, Illinois, and those courts hearing direct appeals therefrom. Each Party hereto waives any right it may have to assert the doctrine of “forum non conveniens” or to object to venue to the extent any action or proceeding is brought in accordance with this Section. Each Party consents to and waives any objection to the exercise of personal jurisdiction over it by the courts described in this paragraph. EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE RIGHT TO A TRIAL BY JURY.
(b) Buyer Located Outside of the United States. If Buyer’s principal place of business is located outside of the United States, then any Dispute shall be submitted to binding arbitration before a single arbitrator, with such arbitration being conducted in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce (“ICC”) then in effect. The place of arbitration shall be Chicago, Illinois. The arbitration shall be conducted in the English language, including, without limitation, the presentment of all testimony and evidence, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator’s decision shall be in writing. The arbitrator’s decision shall also be final and non-appealable. Each party shall be entitled to discovery by the following means: (a) requests for admission, (b) requests for production of documents, and (c) depositions. Unless the arbitrator finds that exceptional circumstances justify delay, the hearing will be completed, and an award rendered, within thirty (30) days after commencement of the hearing. The arbitrator shall have the authority to settle such Dispute by finding that a Party should be enjoined from certain actions or be compelled to undertake certain actions, and in such event a court of competent jurisdiction may enter an order enjoining and/or compelling such actions as found by the arbitrator. However, notwithstanding the foregoing, Buyer and Seller expressly agree that a court of competent jurisdiction may enter a temporary restraining order or an order enjoining a breach of this Agreement pending a final award or further order by the arbitrator. Such remedy, however, shall be cumulative and nonexclusive, and shall be in addition to any other remedy to which the parties may be entitled.
(c) The prevailing party in any litigation or arbitration proceeding shall be awarded its attorneys’ fees and costs attributable to such litigation or arbitration.
(d) Any claim or arbitral action on behalf of Buyer for breach OF THIS AGEEMENT OR OTHERWISE must be commenced within one (1) year after the cause of action has accrued or be forever barred.
16. GENERAL PROVISIONS. The following general provisions shall apply to this Agreement: (a) Neither course of performance or dealing, nor usage of trade, nor prior writings or agreements shall be used to qualify, explain or supplement any of this Agreement; (b) Failure by a party, at any time or from time to time, to require the performance by the other party of any term hereof shall not constitute a waiver of such term or provision; (c) The invalidity, in whole or in part, of any term herein, shall not affect any other term, each of which shall be enforced to the full extent permitted by law; (d) Buyer may not assign, delegate or transfer any rights or obligations governed by these this Agreement without the prior written consent of Seller; (e) Notice shall be deemed properly given if sent by email, facsimile, overnight courier mail, hand-delivered, or registered mail with return receipt. A safety data sheet (“SDS”) shall be deemed properly provided if sent via regular mail or electronically, or is accessible on the Seller’s web site; (f) Seller shall be entitled to reference Buyer as a customer of Seller and utilize photographs of Buyer’s applications utilizing Seller’s products in Seller’s marketing materials; (g) This Agreement shall be binding on the parties and their permitted assigns, heirs, executors and personal representatives; (h) Buyer may not re-sell any of Seller’s products without prior written authorization of Seller; (i) All of the agreements, covenants, representations, warranties, and indemnities made by Buyer in this Agreement shall survive the expiration or termination of this Agreement, subject only to the applicable statutes of limitation; (j) Seller may adjust these Terms and provisions governing sale of Products, in its sole discretion, from time to time; and (k) The illegality, invalidity, or unenforceability of any provision of this Agreement (as determined by a court of competent jurisdiction) shall not affect the legality, validity, or unenforceability of the remaining provisions, and this Agreement shall be construed in all respects as if any illegal, invalid, or unenforceable provision were omitted.
17. CUSTOMER RESPONSIBILITY. Buyer assumes all risk and liability for the use of Seller’s products in accordance with Seller’s Terms and Conditions of Sale. To ensure the safe handling of products and equipment, and Buyer’s responsibility to ensure the safety of themselves, their employees, their customers, and the environment, Buyer affirms that Buyer has taken the proper steps before Buyer handles Seller’s products.
(a) Safety Data Sheets (SDS)
Buyer affirms that Buyer understands that all SDS must be read and understood before handling any Seller resurfacing products and confirms having a full set of SDS for the products purchased from Seller.
(b) Product Receiving, Storage, and Disposal
Buyer understands that there are specific procedures for the storage and disposal of certain Seller products and is aware that when hazardous/dangerous goods are received at the place of business, they should be signed for immediately and not left at a doorstep or other location where they can be handled by others who are not aware of their specific hazards.
(c) Labels
Buyer understands that product labels contain important safety information regarding the safe handling of the product and agree that products will not be transferred into another container.
(d) Ventilation
Buyer is required to purchase and maintain the proper air handling/ventilation equipment necessary to perform on-site resurfacing, to protect the coatings applicator, protect others, and deliver a quality product to my customers. Buyer agrees that equipment must be used according to operating instructions and must be maintained properly to be effective.
(e) Personal Protection
Buyer acknowledges that products are potentially dangerous, and that they can affect the human body through several routes of entry. Buyer acknowledges that Personal Protective Equipment (PPE) such as fresh air supplied, positive pressure breathing equipment, protective goggles, clothing, gloves, and booties are required equipment for use of the products.
(f) Environmental Protection
Buyer understands that they have a responsibility to protect the environment by ventilating fumes, dusts, and particulates in such a manner as to protect others, as well as the environment. Buyer agrees to dispose of empty containers, spray gun washout or other waste in a manner which is legal, safe, and responsible to the environment.
(g) Employer Responsibility
Buyer agrees that all of the above good practices are not just a personal responsibility, but the responsibility of all company employees, and has policies and plans are in place to properly train employees in best practices.
Customer Protection
Buyer understands that it is their duty to their customers, families, visitors, and guests to protect them from any hazards of using the products. This includes but is not limited to job-site product storage, equipment setup, resurfacing operations, product curing and proper disposal of wastes.
Revised 4/22/2026
