TERMS AND CONDITIONS FOR THE SALE OF GOODS WITHIN THE UNITED STATES OF AMERICA

Section 1. Application of these Terms and Conditions.

1. These Terms and Conditions for the Sale of Goods (“Terms and Conditions”) shall apply to all quotations, offers to sell, and purchase orders (collectively, “Orders”) accepted by Atlantic Chemicals Trading of North America, Inc., a Massachusetts corporation (“Vendor”), with respect to the products, components, goods, and any other materials (“Goods”) referenced in any Order. Vendor’s acceptance of any Order issued by the buyer described in any Order (“Buyer”), and any issuance of an Order by Vendor to Buyer, is expressly made subject to these Terms and Conditions, Vendor shall not be bound by any Order that is not subject to these Terms and Conditions, and Vendor would not agree to fulfill any Order or supply any Goods in the absence of the Buyer being bound by these Terms and Conditions.
2. These Terms and Conditions, together with any Order, shall constitute the entire agreement (“Agreement”) by and between Vendor and the Buyer with respect to the Goods specified in the Order. No prior agreement, understanding, or discussion between the parties regarding any matter covered by the Agreement shall be referenced or may be relied upon in interpreting or enforcing the Agreement. Nothing in any Order shall override, delete, add to, or amend these Terms and Conditions unless the overriding, deleting, additional, or amending provision set forth in the Order is specifically agreed in a document signed by an authorized representative of Vendor (“Approved Amendment”). An Approved Amendment may not be agreed verbally or by electronic mail. An Approved Amendment shall form part of the Agreement.
3. In the event of any ambiguity between any provision in any Order and any provision in these Terms and Conditions, such ambiguity or conflict shall be resolved as follows: (i) if the subject provision in the Order is covered by an Approved Amendment, then the Approved Amendment shall govern or (ii) in any other situation, these Terms and Conditions shall govern.

Section 2. Quotations and Orders.

1. Each Order shall, at a minimum, include the following information: (i) Buyer’s name, address, telephone number, and contact email address; (ii) a description of the Goods; (iii) the quantity of each type or class of Goods; (iv) the agreed price for each type or class of Goods depending on whether shipping will be managed by the Vendor or Buyer; (v) the Taxes and other charges, if any, as apply; (vi) the total or aggregate price for the Goods; (vii) whether the Goods are to be shipped by Vendor’s or Buyer’s carrier; (viii) the destination to which the Goods are to be shipped, if they are to shipped by Vendor’s carrier; and (ix) the name of Buyer’s carrier if the Goods are to be shipped by Buyer’s carrier.
2. Any price quoted by Vendor in any Order is valid for a period of sixty (60) days from the date on the Order. 
3. An Order prepared by Buyer shall be final and accepted only if confirmed by Vendor by a signed acknowledgement or confirmation by electronic mail. An Order prepared by Vendor shall be final and accepted only if confirmed by Buyer by a signed acknowledgement or confirmation by electronic mail.
4. Once an Order is accepted or confirmed as described in Section 2(c), such Order may not be amended or terminated except (i) by a document signed by authorized signatories for both the Vendor and Buyer or (ii) as provided in Section 2(e).
5. Notwithstanding any other provision of these Terms and Conditions or any Order, Vendor reserves the right to charge Buyer for any increase in any Taxes or Duties applicable to the Goods after the time the Order is final and accepted. In the event of such an increase, Vendor shall advise Buyer of the reason for, and the amount of, the increase at least five (5) calendar days prior to shipment of the Goods and the Vendor shall have three (3) calendar days to cancel the Order.
6. In the event of the filing of a voluntary or involuntary petition in bankruptcy, the appointment of a receiver for, or the insolvency of, Buyer, Vendor shall have the right to cancel all Orders to the extent that Goods remain to be shipped thereunder.

Section 3. Deliveries.

1. Goods shall be packaged by Vendor in accordance with good commercial practice for domestic shipment unless otherwise agreed in writing by Vendor. Any additional handling or preparation for shipment specified by Buyer shall be at Buyer’s additional expense. Goods may be shipped in one or multiple groups as determined by the Vendor.
2. For Goods being shipped by Vendor’s carrier, the shipment will be CPT (as defined in Incoterms® 2020) delivered at the loading dock of Vendor’s location for shipment by Vendor’s carrier to the loading dock of the destination specified in the Order, and, for the avoidance of doubt, Buyer shall be responsible for and shall pay all unloading, brokerage, insurance, and associated expenses and fees that may be incurred in transporting any Goods to Buyer unless otherwise agreed in writing by Vendor, and Buyer shall be liable for all damage and risk of loss to the Goods from and after the moment that the loading of the Goods begins at Vendor’s location.
3. For Goods shipped by Buyer’s carrier, the shipment will be Ex Works (EXW, as defined in Incoterms® 2020) the loading dock at Vendor’s location from which the Goods are to be shipped, whether the location is specified in the Order or otherwise advised by Vendor, and, for the avoidance of doubt, Buyer shall be responsible for and shall pay all loading, unloading, freight, shipping, other transportation, brokerage, insurance, and associated expenses and fees that may be incurred in transporting any Goods to Buyer, and Buyer shall be liable for all damage and risk of loss to the Goods from and after the moment that the loading of the Goods begins at Vendor’s location. If Buyer changes the carrier from that specified in the Order, Buyer shall so notify the Vendor at least three (3) calendar days prior to the scheduled collection date.
4. Except as provided in Section 2(e), Buyer may not terminate, suspend performance, reschedule, cancel delivery, issue a “hold” order, or, except as provided in Section 4(a), return Goods in whole or in part, without Vendor’s prior written consent and upon terms that will compensate Vendor for any loss or damage resulting from such action including, without limitation, storage costs, restocking fees, the price of Goods delivered or held for disposition, the costs of services already performed, the costs for work in process, and a reasonable allocation of general and administrative expenses plus Vendor’s loss of profits. Vendor also reserves the right to terminate any Order if Buyer is unwilling or unable to accept the Goods on any scheduled delivery date and Vendor and Buyer are unable to agree to an alternative delivery date.

Section 4. Warranties

1. Vendor’s sole warranty with respect to the Goods is that they will meet the description set forth in the Order. In the event that Buyer discovers that the Goods do not meet the description specified in the Order, (i) Buyer shall promptly inform Vendor in writing, (ii) Buyer shall promptly make the non-conforming Goods available to Vendor or Vendor’s agent for testing during Normal Business Hours, (iii) Buyer shall promptly make the non-conforming Goods available during Normal Business Hours to Vendor’s carrier for shipment at Vendor’s cost and risk Ex Works Buyer’s loading dock, and (iv) Vendor shall, at Vendor’s election, either promptly replace the non-conforming Goods with Goods which meet the description in the Order or promptly refund to the Buyer any purchase price already paid by the Buyer for the Goods.
2. THE WARRANTY STATED ABOVE IN SECTION 4(a) IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY VENDOR. VENDOR DOES NOT MAKE, AND BUYER EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY VENDOR. 
3. VENDOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT, IN RESPECT OF GOODS, OR OTHERWISE FOR LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, COMPENSATORY, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS, LIMITED WARRANTY DESCRIBED IN SECTION 4(a) IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VENDOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THESE TERMS AND CONDITIONS, ANY ORDER, THE GOODS, OR OTHERWISE.
4. IN NO EVENT SHALL VENDOR BE LIABLE TO BUYER FOR ANY DAMAGE OR INJURY INCLUDING, WITHOUT LIMITATION, DEATH OF ANY THIRD PERSON FROM THE USE, TRANSPORTATION, TRANSFORMATION, OR CONSUMPTION OF THE GOODS EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGE OR INJURY.
5. IN ANY EVENT, THE TOTAL, AGGREGATE LIABILITY OF VENDOR FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH ANY GOODS SHALL BE LIMITED TO THE AMOUNT THEN PREVIOUSLY PAID TO VENDOR BY BUYER FOR THOSE GOODS THAT DO NOT MEET THE EXPRESS, LIMITED WARRANTY DESCRIBED IN SECTION 4(a).
6. If requested by Buyer, Vendor may provide to Buyer samples of Goods on such terms as the Buyer and Vendor may agree. If requested by Buyer, Vendor shall promptly provide to Buyer a copy of any certificate of analysis obtained by, or provided to, Vendor with respect to the Goods.
7. Vendor requests immediate notification of any claims arising from damage in transit in order to determine if carrier responsibility exists.

Section 5. Invoices and Payment.

1. Unless otherwise specified in any Order, Buyer shall pay Vendor for any Goods not later than thirty (30) calendar days after (i) the date that the Goods are collected from Vendor’s location if being shipped by Buyer’s carrier or (ii) the date that the Goods are delivered to the destination if being shipped by Vendor’s carrier. All payments are to be made in United States dollars and shall not include any deductions for exchange fees, currency fluctuations, wire transfer, bank charges, or other similar charges.
2. Interest charges for late payments shall accrue at the lesser of (i) 1.5% per month (18% per year) and (ii) the maximum rate permitted by applicable law.
3. Non-payment of any invoice for over sixty (60) calendar days constitutes a breach of the Agreement and Vendor shall have the right to cancel all Orders to the extent that Goods remain to be shipped thereunder. Buyer shall pay all of Vendor’s collection costs in the event of court enforcement by Vendor.
4. The prices provided in any Order include all Duties. The prices provided in any Order do not include any Taxes. All Taxes will be invoiced to and paid by Buyer, unless paid by the Buyer directly with written confirmation thereof to Vendor or Buyer submits to Vendor a tax exemption certificate.
5. This Agreement shall be deemed to be a security agreement by which Buyer hereby grants to Vendor a purchase money security interest in the Goods pending payment in full. Buyer hereby grants to Vendor a limited power of attorney solely for the purpose of executing and filing one or more financing statements, amendments thereto, and other certificates or instruments necessary for Vendor to perfect such security interest.

Section 6. Miscellaneous Terms.

1. Each of Vendor and Buyer shall comply with all applicable laws, regulations, and rules at all times while performing their respective obligations, and exercising their respective rights, under this Agreement. 
2. Neither Vendor nor Buyer shall be liable for delays due to causes not reasonably foreseeable or which are beyond their reasonable control such as, without limitation, acts of God, acts of civil or military authorities, terrorism, fires, strikes, floods, epidemics, pandemics, war, riots, strikes, or other labor action. In the event of any such delay, each party agrees to notify the other party in writing of the delay and to take commercially reasonable steps to perform its obligations as soon as possible. Notwithstanding the foregoing, this Section 6(b) may not be used by Buyer to delay any payment for Goods.
3. The Vendor shall be deemed to be an independent contractor of Buyer. Nothing herein creates any agency, partnership, association, or joint venture relationship between the Vendor and Buyer. Vendor shall not be deemed to be the agent of, and shall not have the power or authority to bind, the Buyer. Buyer shall not be deemed to be the agent of, and shall not have the power or authority to bind, the Vendor.
4. All notices, consents, requests, demands, or other communications to or upon the respective parties shall be in writing and shall be deemed received for all purposes (i) when received by the recipient if sent by hand delivery or by a prepaid messenger or nationally recognized courier service; (ii) five (5) Business Days after mailing if sent by prepaid first class mail; (iii) when confirmation of the successful transmission has been received by the sender if sent by facsimile transmission; or (iv) one (1) Business Day after transmission by electronic mail if no undeliverable notice is received by the sending party, to the addresses or facsimile numbers reflected in the applicable Order. Any party may change its address or facsimile number by written notice to the other party in the manner set forth in this Section 6(d). In the case of illegible or otherwise unreadable facsimile or electronic mail transmissions, the receiving party shall promptly notify the transmitting party of any transmission problem and the transmitting party shall promptly resend any affected parts until notice is received of the successful transmission of a legible version.
5. This Agreement shall be construed, interpreted, and governed by and in accordance with the laws of the Commonwealth of Massachusetts without regard to, or application of, any jurisdiction’s rules regarding the conflict of laws. Any dispute arising between Vendor and the Buyer shall be heard only in a court located in Boston, Massachusetts.
6. All of these Terms and Conditions shall inure to the benefit of and be binding upon the respective successors and permitted assigns of Vendor and the Buyer.
7. All section headings in these Terms and Conditions or in any Order are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 
8. The waiver by a party of a breach of any term, condition, or provision in the Agreement on one occasion shall not be construed to be a waiver of any subsequent breach.

Section 7. Defined Terms.

1. “Business Day” means any day other than Saturday, Sunday, and days which are federal holidays in the United States of America or state holidays in the Commonwealth of Massachusetts.
2. “Duties” means all current or future United States or foreign import or export customs tariffs, taxes, and other duties.
3. “Incoterms® 2020” means the ICC Rules for the Use of Domestic and International Trade Terms published 2020 by the International Chamber of Commerce.
4. “Normal Business Hours” means 9:00 a.m. to 5:00 p.m. on Business Days.
5. “Taxes” means all current or future United States, state, local, or foreign taxes that pertain to the sale, purchase, or use of the Goods including, without limitation, the Federal Manufacturer’s Excise Tax, state sales and use taxes, and value added taxes.

END OF TERMS AND CONDITIONS FOR THE SALE OF GOODS