Terms of Sale

TERMS AND CONDITIONS OF SALE

1. PRICE, OFFER, AND ACCEPTANCE
The sale of products (“Products”) by Alliant Chemical, LLC (“Seller”) to the buyer identified on the applicable order or invoice (“Buyer”) is governed exclusively by these Terms and Conditions. Any price quotation by Seller incorporating these terms supersedes all prior offers and agreements. Prices are valid for thirty (30) days from the date of quotation unless otherwise stated. Seller reserves the right to adjust pricing due to increases in costs beyond its reasonable control, including but not limited to energy, labor, raw materials, or modifications in specifications or order quantities.

By submitting a purchase order or accepting the Products, Buyer agrees to these Terms. Any additional or conflicting terms proposed by Buyer in a purchase order or other communication are expressly rejected, except for those concerning price, quantity, specifications, delivery schedule, and location consistent with Seller’s quotation. All applicable taxes (e.g., sales, excise, use) will be added to the invoice and paid by Buyer unless Seller has received a valid exemption certificate.

2. TERMS OF PAYMENT
Unless otherwise stated, payment shall be made in U.S. Dollars. Buyer agrees to pay all invoiced amounts either in advance or within thirty (30) days of Seller’s invoice date if Seller has approved Buyer’s credit. All payments shall be made without setoff or deduction. Overdue amounts shall accrue interest at 1.5% per month or the maximum allowed by law. Seller reserves the right to suspend deliveries or cancel this Contract if Buyer fails to make timely payments. Seller may also require full or partial prepayment if it deems Buyer’s creditworthiness unsatisfactory.

3. DELIVERY
All Products are delivered FOB Seller’s shipping point. Title and risk of loss pass to Buyer upon delivery. Buyer shall bear all further costs, including storage, insurance, transportation, taxes, duties, and related charges. Delivery dates are estimates only. Seller is not liable for delays or resulting damages. Shipments may be made in installments, and each installment shall be treated as a separate sale. Freight charges for international shipments shall be as stated in the applicable invoice or quote. Seller reserves the right to increase freight charges in the event of general freight rate increases or regulatory changes.

4. FORCE MAJEURE
Neither party shall be liable for delays or failure in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, labor disputes, wars, terrorism, shortages, transportation delays, government actions, or equipment breakdowns.

5. QUANTITY VARIATIONS, CHANGES, AND RETURNS
For custom or non-standard Products, Seller reserves the right to ship up to 10% more or less than the ordered quantity, and Buyer shall pay accordingly. Order changes or cancellations must be approved in writing by Seller. Indefinite delivery orders may be fulfilled at Seller’s discretion and stored at Buyer’s expense pending final instructions. Returns require prior written authorization from Seller and are subject to inspection. Buyer bears freight costs on returns unless otherwise agreed. A restocking fee of up to 20% may apply at Seller’s sole discretion. Custom or made-to-order items are not returnable unless defective.

6. END USE
Buyer is solely responsible for determining the suitability of the Products for its intended application and assumes all associated risks. Seller disclaims responsibility for any loss, damage, or injury arising from the use, storage, or handling of the Products. Buyer agrees to comply with all applicable laws and to indemnify and hold Seller harmless from any claims, losses, or liabilities resulting from the use or resale of the Products.

7. CONFIDENTIALITY
All technical data and formulas related to the Products are proprietary to Seller. Buyer agrees not to analyze, reverse-engineer, distribute, or share Products or confidential information with any third party. Confidential obligations remain in effect for five (5) years after purchase.

8. LIMITED WARRANTY, REMEDIES, AND LIMITATIONS
Seller warrants that Products are free from material defects upon delivery. Buyer must notify Seller in writing of any nonconformance within thirty (30) days of shipment. Seller’s liability is limited to refund, repair, or replacement of defective Products. Return of Products requires prior approval.

THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR PRODUCTION.

9. PATENT INFRINGEMENT
Seller shall defend any third-party claim alleging that the unmodified use of Products infringes a U.S., Canadian, or Mexican intellectual property right, provided that: (a) the claim does not arise from Buyer’s specifications; (b) Seller is notified promptly and has control over the defense; and (c) Buyer cooperates fully. Seller’s sole obligation shall be to obtain a license, replace or modify the Product, or refund the purchase price. This section states Seller’s entire liability for intellectual property claims.

10. TERMINATION
Either party may terminate this Contract with thirty (30) days’ written notice for material breach if not cured within that period. Seller may terminate immediately if Buyer fails to pay, becomes insolvent, files for bankruptcy, or undergoes a change of control. Seller may suspend shipments until all outstanding invoices are paid, and assurances of future performance are received.

11. NOTICES
All notices must be sent via certified mail to the address specified in the order or otherwise provided in writing. Notices are effective upon mailing.

12. GOVERNING LAW; VENUE; LIMITATION OF ACTION
This Contract is governed by the laws of the State of Florida. All disputes shall be resolved exclusively in the courts located in Lee County, Florida. Any legal action must be initiated within one (1) year of the event giving rise to the claim. Buyer shall reimburse Seller for all collection costs, including attorney’s fees.

13. COMPLIANCE WITH LAWS
Both parties shall comply with all applicable laws and regulations, including export controls, sanctions, FCPA, and chemical regulations. Buyer shall be responsible for all regulatory compliance related to the use, storage, or resale of the Products. Seller shall remain responsible for its REACH and other applicable registrations unless Products are modified or repurposed by Buyer.

14. ENTIRE AGREEMENT; WAIVER; SEVERABILITY
This document constitutes the entire agreement between the parties and may only be amended in writing signed by both. Waiver of any provision on one occasion does not constitute a waiver on any other occasion. If any provision is found unenforceable, the remainder shall remain in effect.