ALEXANDER CHEMICAL CORPORATION - STANDARD TERMS AND CONDITIONS

PRICE ADJUSTMENT
The price and terms herein specified may be adjusted by Seller at the end of the offering period. Separately, Seller may adjust the price at any time to avoid any impending force majeure situation, including, but not limited to natural gas and/or electric surcharges passed through by manufacturers of this product.

SELLER REMEDIES
Each shipment shall constitute a separate and independent transaction and Seller may recover for each such shipment without reference to any other. If Buyer is in default with respect to any terms or conditions of this contract or Buyer’s creditworthiness materially changes in Seller’s reasonable opinion, in addition to any other remedy available to Seller, Seller may, at its sole option, defer further shipments hereunder until such default be remedied or may decline further performance of this contract. Notwithstanding anything to the contrary, if at any time in the sole judgment of the Seller, the financial responsibility of Buyer shall become impaired, Seller may decline to make further deliveries under this contract except upon receipt, before shipment, of payment in cash or satisfactory security for such payment.

WEIGHT
In case of bulk carload or tank car shipments, shipper’s certified weight, shall govern.

WARRANTY
Seller warrants that the material delivered hereunder meets Seller’s standard quality or such other written specifications as have been expressly made a part of this contract/offer letter. Seller makes no other express or implied warranties. THE FOREGOING NOT WITHSTANDING, SELLER IS NOT LIABLE FOR NORMAL MANUFACTURING DEFECTS OR FOR CUSTOMARY VARIATIONS FROM QUANTITIES OR SPECIFICATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION OF ANY PURCHASE ORDER.

CONDITIONS OF APPLICABILITY
Seller’s warranty for any material is of no effect if (i) the material is not stored or handled properly, (ii) the defect of the material resulted from damages occurring after the delivery of the material, or (iii) the defect in any material has not been reported to Seller within 30 days after Buyer’s receipt of same.

TITLE AND RISK OF LOSS
Title to the material passes to Buyer when the material is paid for by Buyer. Seller is not responsible for damage or loss in transit. All risk of loss to the material passes to Buyer as the products are received by Buyer. Buyer must obtain adequate insurance to cover the products from the time risk of loss is passed from Seller. Buyer assumes and indemnifies Seller from all risk and liability for any and all losses, damages or injuries to persons or property resulting from (i) the use of said material in manufacturing processes or in combination with other substances or otherwise, or (ii) Buyer’s violation or alleged violation of any federal, stated, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.

LIMITATION OF LIABILITY
Seller’s aggregate liability, whether as to materials delivered or for nondelivery of materials, and whether arising in tort (including negligence and liability without fault), contract or otherwise , shall not be greater in amount than the purchase price of the materials in respect of which such damages are claimed; and the failure to give written notice to Seller of a claim within thirty (30) days from date of delivery, or the date fixed for delivery, as the case may be, shall constitute a waiver by Buyer of all claims in respect of such materials. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, BUYER’S MANUFACTURING COSTS, LOST PROFITS OR GOODWILL.

CONTAINERS DEMURRAGE AND/OR RENT
All Containers (including gas cylinders, totes and drums) used in making deliveries hereunder shall be used for delivery of material and shall not be used by Buyer for storage of material not originally purchased in the Container. Should Seller reasonably determine that Buyer is unduly retaining all Containers beyond terms and without rental fees, Buyer shall be liable to Seller for rent on such Containers, as Seller’s current rate thereof. All Containers are delivered to Buyer on the basis of “as-is” without any warranty, express or implied, as to their fitness for a particular purpose, merchantability or physical condition. Buyer shall have exclusive responsibility for care, maintenance, use and storage of all Containers and related product delivered to it until such time as such Containers and remaining products are returned by Buyer to Seller. Buyer acknowledges that it has no ownership rights, title or interest to any Containers or related equipment, and as such, Buyer is acting in the capacity of a “bailee” for the benefit of Seller.

REFUSAL OF BULK SHIPMENT
Should Buyer place an order for bulk product delivered in tank trucks and upon arrival refuse delivery for any reason other than failure of product to meet Seller’s quality specifications, Buyer will be responsible for costs of transport to and from Buyer site and the origination point, plus a restocking fee.

TAXES
Buyer shall reimburse Seller for all taxes (other than income taxes), increases in or new taxes, excises or other charges which Seller may be required to pay to any government (national, state, provincial or local) upon or measured by sale, production, transportation or use of any material sold hereunder.

FORCE MAJEURE – EXCUSED PERFORMANCE
Neither party shall be liable for its failure to perform hereunder (except for the payment of monies) if said performance is made impracticable due to any circumstances beyond the reasonable control of the party affected, including, but not limited to, acts of God, fires, floods, wars, sabotage or terrorism, accidents, labor disputes or shortages, plant shutdown, equipment failure, voluntary or involuntary compliance with any law, order, rule or regulation of government agency or authority, or inability to obtain material (including power and fuel), equipment or transportation at reasonable costs. The affected party may omit purchases or deliveries during the period of continuance of such circumstances and the contract quantity shall be reduced by the quantities so omitted. During any period when Seller shall be unable to supply the total demands for any material provided for in this contract, whether caused by the circumstances specified above or otherwise, Seller may allocate any available material among all its buyers, including its own divisions and departments, on such basis as it may deem fair and practical.

ENTIRE AGREEMENT
This contact constitutes the entire agreement between the parties and there are no understandings, representations, or warranties of any kind, express or implied, not expressly set forth herein. No modification of this contract shall be in force or effect unless such modification is in writing and signed by an authorized representative of the party to be bound thereby, including, but not limited to, Buyer’s purchase order forms containing terms or conditions at variance with those set forth herein

ASSIGNMENTS
This contract shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties hereto, but shall not be assignable by Buyer without the prior written consent of Seller. Any such assignment or attempted assignment by Buyer without Seller’s prior written consent shall be void.

WAIVER
Seller’s waiver of any breach or failure to enforce any of the terms and conditions of this contract, at any time, shall not in any way affect, limit or waive Seller’s right thereof to enforce and compel strict compliance with every term and condition hereof. The acceptance by the Seller of any payment after the specified due date shall not constitute a waiver of the Buyer’s obligation to make further payments on the specified dates.

APPLICABLE LAW; JURISDICTION AND VENUE
The Buyer and Seller agree that this contract shall be deemed to have been made and executed in the State of Illinois and that any dispute arising under this contract shall be resolved in accordance with the laws of the State of Illinois, excluding conflicts of laws. EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY. Buyer irrevocably submits and agrees to the exclusive jurisdiction of the State and Federal Courts of the State of Illinois and any action, suit or proceeding relating to in connection with the delivery of any material and to the extent permitted by applicable law, Buyer waives and agrees not to assert as a defense in any such action, suit or proceeding any claim (i) that Buyer is not personally subject to the jurisdiction of the State and Federal Courts of Illinois (ii) that the venue of the action, suit or proceeding is improper, (iii) that the action, suit or proceeding is brought in an inconvenient form, or (iv) that the subject matter may not be enforced in or by the State or Federal Courts in the State of Illinois.