Terms and Conditions for the Purchase of Products and Services; updated 03/27/2026

  1. Applicability.

    • These terms and conditions of purchase (these “ Terms”) are the only terms which govern the purchase of the products (“Product s”) and services (“ Services”) by ChemStation International Inc. (“ChemStation”) from the seller named on the Purchase Order (“Seller”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

    • The accompanying purchase order referencing and incorporating these Terms (the “ Purchase Order”) 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. These Terms prevail over any of Seller’s general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Fulfillment of or other performance under this Purchase Order constitutes acceptance of these Terms.

  2. Delivery of Products and Performance of Services.

    • Seller shall deliver the Products in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “ Delivery Date”). If no delivery date is specified, Seller shall deliver the Products within fourteen (14) days of Seller’s receipt of the Purchase Order. If Seller fails to deliver the Products in full on the Delivery Date, ChemStation may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify ChemStation against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Products on the Delivery Date.

    • Seller shall deliver all Products to the address specified in the Purchase Order (the “ Delivery Point”) during normal business hours or as otherwise instructed by ChemStation. Seller shall pack all product for shipment according to ChemStation’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition.

    • Seller shall provide the Services to ChemStation as described and in accordance with the dates or schedule set forth on the Purchase Order and in accordance with the terms and conditions set forth in these Terms.

    • Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Products and Services.

  3. Quantity. If Seller delivers more than or less than the quantity of Products ordered, ChemStation may reject all or any excess Products. Any such rejected Products shall be returned to Seller at Seller’s sole risk and expense. If ChemStation does not reject the Products and instead accepts the delivery of Products at the increased or reduced quantity, the Price for the Products shall be adjusted on a pro-rata basis.

  4. Seller shall meet or exceed the quality standards for the Products set forth on the Purchase Order. At ChemStation’s request, Seller shall furnish to ChemStation test samples of Products as reasonably required by ChemStation to determine if their manufacture is in accordance with the specifications furnished by ChemStation and ChemStation’s quality standards. Seller shall perform quality inspections of Products before delivery and shall certify inspection results in the manner requested by ChemStation. Seller shall provide reasonable support as requested by ChemStation to address and correct quality concerns.

  5. Shipping Terms. Delivery shall be made FOB Delivery Point. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.

  6. Title and Risk of Loss. Title and risk of loss passes to ChemStation upon delivery of the Products at the Delivery Point.

  7. Inspection and Rejection of Nonconforming Products. ChemStation has the right to inspect the Products on or after the Delivery Date. ChemStation, at its sole option, may inspect all or a sample of the Products, and may reject all or any portion of the Products if it determines the Products are nonconforming or defective. If ChemStation rejects any portion of the Products, ChemStation has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Products at a reasonably reduced price; or (c) reject the Products and require replacement of the rejected Products. If ChemStation requires replacement of the Products, Seller shall, at its expense, promptly replace the nonconforming or defective Products and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective product and the delivery of replacement Products. If Seller fails to timely deliver replacement Products, ChemStation may replace them with product from a third party and charge Seller the cost thereof and terminate the applicable Purchase Order. Any inspection or other action by ChemStation under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and ChemStation shall have the right to conduct further inspections after Seller has carried out its remedial actions.

  8. Price. The price of the Products and Services is the price stated in the Purchase Order (the “Price”). Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties, fees and applicable taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of ChemStation.

  9. Payment Terms. Seller shall issue an invoice to ChemStation on or any time after the completion of delivery and only in accordance with these Terms. ChemStation shall pay all properly invoiced amounts due to Seller within sixty (60) days (unless different payment terms are agreed to by the parties under the applicable Purchase Order), except for any amounts disputed by ChemStation in good faith. Without prejudice to any other right or remedy it may have, ChemStation reserves the right to set off at any time any amount owing to it by Seller against any amount payable by ChemStation to Seller. In the event of a payment dispute, ChemStation shall deliver a written statement to Seller listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in thisSection 9. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

  10. Seller’s Obligations Regarding Services. Seller shall:

    • before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;

    • comply with all rules, regulations and policies of ChemStation, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by ChemStation to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;

    • maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services;

    • obtain ChemStation’s written consent prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller’s employees, to provide any Services to ChemStation (each such approved subcontractor or other third party, a “ Permitted Subcontractor”). ChemStation’s approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller’s own employees. Nothing contained in this Agreement shall create any contractual relationship between ChemStation and any Seller affiliate, subcontractor or supplier;

    • require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement;

    • ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;

    • ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the ChemStation; and

    • keep and maintain any ChemStation equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the ChemStation’s written instructions or authorization.

  11. Change Orders. ChemStation may at any time, by written instructions and/or drawings issued to Seller (each a “ Change Order”), order changes to the Services. Seller shall, within five (5) days of receipt of a Change Order, submit to ChemStation a firm cost proposal for the Change Order. If ChemStation accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or the performance deadlines under this Agreement.

  12. Warranties.

    • Seller warrants to ChemStation that, for a period which is the greater of twelve (12) months from the Delivery Date and the manufacturer’s warranty, all Products will:

      • be free from any defects in workmanship, material and design;

      • conform to applicable specifications, drawings, designs, samples and other requirements set forth in the Purchase Order;

      • be free and clear of all liens, security interests or other encumbrances; and

      • not infringe or misappropriate any third party’s patent or other intellectual property rights.

These warranties survive any delivery, inspection, acceptance or payment of or for the Products by ChemStation.

  • Seller warrants to ChemStation that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

  • The warranties set forth in thisSection 12are cumulative and in addition to any other warranty provided by law or equity. If ChemStation gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Products and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming product to Seller and the delivery of repaired or replacement Products to ChemStation, and, if applicable, (ii) correct or re-perform the applicable Services.

  1. General Indemnification. Seller shall defend, indemnify and hold harmless ChemStation, its subsidiaries, affiliates, successors or assigns and its and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses ”) arising out of or occurring in connection with the Products and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement related to any Losses without ChemStation’s prior written consent.

  2. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless ChemStation and any Indemnitee against any and all Losses arising out of or in connection with any claim that ChemStation’s or Indemnitee’s use or possession of the Products or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement related to the foregoing Losses without ChemStation’s or Indemnitee’s prior written consent.

  3. Insurance. During the term of this Agreement and for the term of the applicable Purchaser Order and Services being performed, Seller shall, at its own expense, maintain the following insurance with financially sound, reputable insurers acceptable to ChemStation, and provide certificates of insurance upon request: (a) commercial general liability, including contractual liability and products/completed operations (as applicable), with limits of at least $1,000,000 per occurrence / $2,000,000 aggregate; (b) workers’ compensation (statutory) and employer’s liability of at least $1,000,000; (c) automobile liability (owned, hired and non-owned) of at least $1,000,000 to the extent vehicles are used in connection with the Services; (d) umbrella/excess liability of at least $2,000,000 where the nature of the Products and/or Services presents higher risk or as reasonably requested by ChemStation; (e) professional liability/errors and omissions of at least $1,000,000 if Seller provides professional or technical services; and (f) cyber/privacy liability of at least $1,000,000 if Seller accesses ChemStation systems or processes ChemStation data. ChemStation (and its affiliates, directors, officers, employees, and agents) shall be named as additional insureds on commercial general liability and automobile (as applicable) policies, such coverage shall be primary and non-contributory, and Seller’s insurers shall provide a waiver of subrogation in ChemStation’s favor. Seller shall use commercially reasonable efforts to provide thirty (30) days’ prior notice of cancellation or material reduction (ten (10) days for non-payment if required by law) and shall maintain commercial general liability and products-completed operations (and any applicable umbrella/excess) for two (2) years after final delivery/performance and any applicable cyber/privacy liability and errors and omissions coverage for two (2) years after final performance (or longer if required by law).

  4. Compliance with Law. Seller shall comply with all applicable laws, regulations and ordinances, including anti-bribery, anti-corruption and all sanctions and export control laws. Seller will not transact with sanctioned parties or countries or provide products, software, technology, or services in violation of applicable laws. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. If Seller accesses ChemStation systems or handles ChemStation data, Seller will maintain commercially reasonable security safeguards and will promptly notify ChemStation of any actual or suspected security incident involving ChemStation systems or data. Any breach of this Section shall constitute a material breach of this Agreement.

  5. Termination. In addition to any remedies that may be provided under these Terms, ChemStation may terminate this Agreement with immediate effect upon written notice to Seller, either before or after the acceptance of the Products or Seller’s delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part. If Seller becomes insolvent, files a petition for bankruptcy or commences or has proceedings commenced against it relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then ChemStation may terminate this Agreement upon written notice to Seller. If ChemStation terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Products received and accepted and Services accepted by ChemStation prior to the termination. ChemStation shall have no liability for lost profits, consequential damages, or cancellation charges.

  6. Waiver. No waiver by ChemStation of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ChemStation. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  7. Confidential Information. All non-public, confidential or proprietary information of ChemStation, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by ChemStation to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by ChemStation in writing. Upon ChemStation’s request, Seller shall promptly return all documents and other materials received from ChemStation. ChemStation shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by ChemStation on a non-confidential basis from a third party.

  8. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (the “ Impacted Party”) failure or delay is caused by or results from the following force majeure events (“ Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the control of the Impacted Party. The Impacted Party shall promptly give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon written notice to the Impacted Party.

  9. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of ChemStation. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder.

  10. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  12. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the Montgomery County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

  13. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the purchase order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

  14. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  15. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law; Jurisdiction, and Survival.

  16. Amendment and Modification. These Terms are subject to change by ChemStation without prior written notice at any time, in ChemStation’s sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on ChemStation’s website.