Conditions of Purchase

ICC Chemical Corporation, New York, USA

1. 1. None of the terms and conditions contained in this purchase order may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Buyer and delivered by Buyer to Seller, and each shipment received by Buyer from Seller shall be deemed to be only upon the terms and conditions contained in this purchase order except as they may be added to, modified, superseded or otherwise altered by Buyer, notwithstanding any terms and conditions that may be contained in any acknowledgment, invoice, or other form of Seller and notwithstanding Buyer’s act of accepting or paying for any shipment or similar act of Buyer.
   2. If this order is sent to Seller in response to a quotation or an offer of Seller submitted to Buyer, the terms and provisions of this purchase order shall supersede and control all provisions in the quotation and offer of Seller and shall be considered a counteroffer.
   3. Seller’s shipment of any of the goods, or performance of any of the services, covered by this purchase order, or Seller’s receipt of any payment made pursuant to this purchase order, constitute Seller’s acceptance of said purchase order (including these Conditions of Purchase) as fully as if Seller had accepted them in writing.
   4. Prices for goods and services covered by this purchase order are firm, except as expressly stated otherwise on Buyer’s order.
   5. Invoices for overseas shipments must state marks, net and gross weights, cubic measurements and country or origin. All shipping documents must be mailed promptly by Seller. Any expenses incurred due to late arrival of documents shall be for Seller’s account. Any extra expense caused by disregard of shipping instructions shall be for account of Seller. Seller shall notify Buyer immediately if shipping date cannot be met. Without prejudice to Buyer’s other rights, Buyer reserves the right (i) to grant an additional period of time for Seller’s performance (ii) to claim damages instead of taking delivery of the goods or (iii) to cancel this order if shipment is not made by the date specified.
   6. On sales where Buyer makes chartering arrangements for the delivery of goods hereunder, Seller shall be bound by the terms of such arrangements unless, prior to such time as Buyer has completed chartering arrangements, Seller has notified Buyer of the conditions or restrictions pertaining to particular loading or discharging facilities. Seller shall have the duty to obtain the terms of the chartering arrangements made by Buyer and to comply with all such terms. Upon acceptance of a vessel nomination, Seller shall be responsible for all demurrage and related costs specified in such nomination. No transshipments shall be made through Iran, Cuba, North Korea and/or Sudan.
   7. Seller warrants that all goods delivered hereunder shall not be from Iran, directly or indirectly, and shall be of new and first quality material, of good workmanship and free from defects, and that such goods shall conform to specifications, drawings, samples or other descriptions referenced herein and shall befit for the purpose for which purchased when the purpose has been made known to Seller (unless Buyer has furnished the design for same). Seller further warrants that services furnished hereunder shall conform to specifications and shall be performed in a skilled and workmanlike manner. Goods or services found to be defective in material or workmanship or nonconforming with specifications within eighteen months from the date of shipment (or performance) or twelve months from the date of putting same into service, whichever date occurs first, shall, at Buyer’s option, be corrected or repaired in place by Seller, or be replaced at Buyer’s facilities by Seller, or be returned to Seller at Seller’s expense (including transportation and handling costs) for full refund, notwithstanding prior payment. This warranty shall survive any inspection, delivery or acceptance of goods or services, or the payment for same by Buyer.
   8. Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, claims or suites based upon actual or alleged infringement of any patent, copyright, trademark, license or similar right resulting from the furnishing of goods or services hereunder (except where the goods have been furnished according to Buyer’s design). In the event goods or services are held to be infringing, Seller shall, at its own expense and at Buyer’s option, either procure for Buyer the right to continue using said goods or services or replace or modify them so that they become non-infringing, or refund in full the purchase price paid therefor by Buyer, provided that any replacement shall be of equivalent quality and that any replacement or modification shall not affect the performance attained prior thereto by the goods or the plant in which the goods are operated or have been installed or on which the services have been performed.
   9. Buyer shall at all times have title to all drawings, specifications and other documents supplied or prepared by Buyer and/or Seller in connection with the furnishing of goods or services hereunder and Seller shall hold in confidence and use the same only to the extent necessary for execution of this purchase order and shall, upon Buyer’s request, promptly furnish to Buyer all copies of the same. Seller shall not release for publication or advertising any information concerning this purchase order, its existence, or the project for which it is given, except with Buyer’s prior written consent.
   10. 1. Seller agrees to comply fully with every statute, law, regulation or governmental directive which directly or indirectly regulates or affects the goods or services herein purchased, and to indemnify and save Buyer harmless from and against any liabilities, expenses, fines, penalties or losses resulting from Seller’s failure to do so.
       2. In accordance with the foregoing provision, but not by way of limitation, it is specifically understood that Buyer is an Equal Opportunity Employer and Seller agrees that, if this purchase order is construed to be a subcontract within the meaning of the Rules and Regulations approved by the United States Secretary of Labor pursuant to Executive Order 11246, as amended, the Vietnam Era Veterans Readjustment Act of 1974, or the Rehabilitation Act of 1973, or of the Regulations issued pursuant to Executive Order 1625, the provisions of the applicable Regulations as well as the Equal Opportunity and Non-discriminations provisions of Section 202 of Executive Order 11246 shall be incorporated herein by reference and shall be binding upon Seller as a part of the terms and conditions of this purchase order. Further, Seller represents and warrants that all goods and services covered by this purchase order meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (public law 91-596) and its regulations as amended.

       Further, Seller represents and warrants that it, its affiliates and subsidiaries, are not designated as a Specially Designated National by querying the Specially Designated Nationals List maintained by the United States Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Seller also represents and warrants that it shall not cause Buyer to violate any U.S. trade sanction laws administered by the U.S. Department of Treasury, Office of Foreign Asset Control (www.ustreas.gov/ofac), shall obtain all applicable export licenses, and shall ensure that any payments made to or by Buyer or its affiliates will not be paid from or deposited into a financial institution and
       account subject to any U.S. trade sanction law. Buyer has the right to terminate the Agreement immediately if it is prohibited by U.S. law from doing business with Seller. If Seller obtains any actual knowledge or receives any written notice that the Seller, or any of its affiliates or subsidiaries, is named on the OFAC list (“OFAC Event”), Seller shall (i) promptly give written notice to Buyer and (ii) shall comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC list (regardless of whether the party included on the OFAC list is located within the jurisdiction of the United States of America).

       Buyer may terminate this purchase order at any time and for any reason by written notice to Seller. In the event of termination for cause, Buyer shall have no liability whatsoever to Seller. In the event termination is not for cause, then Seller shall be entitled to recover only reasonable costs and expenses incurred in performance of this purchase order to the date of its termination, plus a reasonable profit thereon.

       This purchase order constitutes the entire contract covering the sale of the goods of the rendition of the services herein described. No deviation shall be made unless covered by a supplemental order signed by Buyer. The Buyer and the Seller agree that any dispute arising in connection with this purchase order shall be resolved in accordance with the laws of the State of New York, USA, without regard to its conflict of laws rules. Any controversy or claim arising out of or relating to this purchase order shall be settled by arbitration in New York City, New York in accordance with the rules of the American Arbitration Association and shall be enforceable in any court having competent jurisdiction. The party desiring arbitration (the first party) shall serve notice upon the other party in writing, together with the first party’s designation of an arbitrator. Within fifteen (15) days thereafter, the other party, in writing served upon the first party, shall designate its own arbitrator, and the two arbitrators so named shall together appoint a third arbitrator. In the event that the other party shall fail to appoint an arbitrator, the first party’s arbitrator shall be the sole arbitrator. If, however, both parties appoint arbitrators, and the two arbitrators are unable to agree on a third arbitrator within thirty (30) days, then either party may petition the American Arbitration Association, who shall appoint the third arbitrator.

       Time is of the essence of all of the provisions hereof.

       Seller shall perform all services hereunder as an independent contractor and not as an agent or employee of Buyer.

       Delivery shall not be deemed to be complete until all goods covered by this purchase order have been received and accepted by Buyer in writing.

       Seller shall not assign this purchase order or any monies to become due hereunder without the prior written consent of Buyer and any purported assignment without such consent shall be null and void.

       Seller must specifically comply with OSHA Regulation 1910.1200 with regard to submitting an appropriate “Material Safety Data Sheet“ for all chemicals and other hazardous material covered by this regulation. These Material Safety Data Sheets must be included with each shipment of applicable chemical or other hazardous material. No shipment will be considered complete unless sheets have been forwarded.

       Should Buyer receive an offer from a reputable manufacturer for the supply of material of equal quality, deliverable in like quantities as the then undelivered quantity hereunder, and upon terms and conditions resulting in a lower delivered price then the price then in effect hereunder, then Seller upon receiving satisfactory written proof thereof, shall give Buyer written notice within thirty (30) days after such receipt whether or not it shall meet such lower price or such lower terms and conditions. If Seller decides not to meet such lower price or such terms and conditions, then Buyer may purchase such material from such other manufacturer, and the quantities so purchased shall be deducted from the contract, and Seller or Buyer shall have the right, within fifteen (15) days from Seller’s notice of its decision, to terminate this purchase order.