Terms & Conditions

MASTER TERMS & CONDITIONS

SECTION 1: THE TERMS

1.1 All orders are accepted, and all products, chemicals, equipment, software, documentation, parts, installation, repair, technical support, and other goods or services supplied by Norchem Corporation (the "Seller") are provided subject to these Terms and Conditions of Sale.

1.2 These Terms and Conditions, together with the applicable quotation, proposal, accepted purchase order, specifications, drawings, statements of work, and documents expressly incorporated by reference, constitute the entire agreement between Seller and the buyer or customer (the "Buyer") and supersede all prior or contemporaneous understandings relating to the subject matter.

1.3 Seller expressly rejects any additional, inconsistent, or conflicting terms proposed by Buyer, whether in a purchase order, request for quotation, email, portal, or other document. No such terms shall apply unless expressly accepted in a writing signed by an authorized officer of Seller.

1.4 No amendment, waiver, or modification shall be effective unless in writing and signed by authorized representatives of both parties.

1.5 In the event of any conflict between these Terms and Conditions and a separately executed written agreement, proposal, quotation, chemical supply agreement, service agreement, or equipment sales agreement signed by Seller, the terms of such signed agreement shall control solely with respect to the subject matter addressed therein, and these Terms and Conditions shall govern all matters not expressly addressed.

SECTION 2: PRICE

2.1 Unless expressly stated in Seller's written quotation or proposal, prices exclude packing for storage, freight, insurance, taxes, duties, tariffs, import/export fees, governmental charges, and similar costs, all of which shall be Buyer's responsibility.

2.2 Any item, service, work, travel, labor, material, or cost not expressly included in Seller's quotation shall be billed as an additional charge at Seller's then-current rates or actual cost, as applicable.

2.3 Quoted prices are valid for ten (10) days from the quotation date unless the quotation states otherwise.

2.4 Seller may adjust prices to reflect new or increased tariffs, duties, governmental charges, supply-chain surcharges, or extraordinary increases in raw material, labor, transportation, or energy costs arising after the quotation date.

SECTION 3: PAYMENT; CREDIT; SECURITY INTEREST

3.1 Payment terms are Net Thirty (30) days from invoice date with approved credit unless Seller's quotation states otherwise. All payments shall be made in U.S. dollars.

3.2 Buyer shall pay all invoices without deduction, offset, recoupment, counterclaim, or withholding.

3.3 Seller may modify credit terms, require advance payment, require additional security, suspend performance, or cancel outstanding orders whenever Seller reasonably determines Buyer's financial condition or payment history creates a credit risk.

3.4 Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, beginning on the due date until paid in full.

3.5 Buyer shall reimburse Seller for all costs of collection, including reasonable attorneys' fees, collection agency fees, expert fees, court costs, arbitration costs, and bankruptcy or administrative proceeding costs.

3.6 For equipment assemblies, payment terms are fifty percent (50%) deposit upon proposal execution, forty percent (40%) before shipment, and ten percent (10%) after equipment start-up, unless Seller's written quotation states otherwise. Seller is not required to ship until the 40% installment and all other then-due amounts are paid.

3.7 Title to Products shall remain with Seller until Seller receives full payment of all amounts due. Risk of loss shall pass to Buyer upon delivery in accordance with the applicable shipping term.

3.8 Buyer grants Seller a purchase-money security interest in all Products sold and all proceeds thereof and authorizes Seller to file financing statements or take other actions necessary to perfect such interest.

3.9 Upon default, Seller may exercise all rights and remedies available under the Uniform Commercial Code and applicable law, including suspension, acceleration, reclamation, repossession where permitted by law, resale, and recovery of any deficiency.

SECTION 4: DELIVERY; STORAGE; RISK OF LOSS; FORCE MAJEURE

4.1 Unless otherwise agreed in writing, domestic deliveries are FOB origin Seller and international deliveries are EXW Seller's facility. Seller may arrange shipment at Buyer's expense and by a method Seller deems appropriate.

4.2 Delivery dates are estimates only. Seller shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for delay, non-delivery, or partial delivery.

4.3 Buyer may postpone delivery only with Seller's prior written consent. Seller may condition any postponement on payment of amounts due, storage charges, interest, and other assurances Seller reasonably requests.

4.4 If Products are ready for shipment and shipment is delayed at Buyer's request or due to Buyer's failure to provide information, payment, access, approvals, or instructions, Seller may invoice Buyer and charge storage, handling, insurance, and related costs.

4.5 Risk of loss or damage passes to Buyer upon delivery to the carrier or otherwise in accordance with the applicable shipping term, and Buyer's obligation to pay is not relieved by loss, damage, delay, or destruction after risk passes.

4.6 Seller shall not be liable for delay or failure to perform caused by events beyond Seller's reasonable control, including acts of God, fire, flood, war, terrorism, civil unrest, strikes, labor shortages, pandemics, governmental action, embargoes, tariffs, raw material shortages, supply-chain interruptions, transportation delays, cyberattacks, utility interruption, or inability to obtain labor, materials, or transportation. Payment obligations are not excused by force majeure.

SECTION 5: INTELLECTUAL PROPERTY; CONFIDENTIALITY; SOFTWARE

5.1 All intellectual property rights, including patents, copyrights, trade secrets, software, firmware, drawings, specifications, source code, object code, know-how, designs, processes, documentation, reports, pricing, and technical information remain Seller's exclusive property.

5.2 No sale or delivery transfers ownership of Seller intellectual property or grants Buyer any license except the limited right to use purchased Products for Buyer's internal business purposes.

5.3 Software is licensed, not sold, solely for use with the applicable Seller equipment. Buyer shall not copy, modify, reverse engineer, distribute, sublicense, transfer, disclose, or permit third-party access to Seller software without Seller's prior written consent.

5.4 All quotations, pricing, drawings, specifications, manuals, labels, SDS materials, reports, recommendations, software, and technical information supplied by Seller are confidential and may be used only for installation, operation, maintenance, and use of Seller Products. Buyer shall not disclose such information to third parties without Seller's prior written consent.

5.5 If Products are manufactured or prepared according to Buyer's specifications, Buyer shall defend, indemnify, and hold Seller harmless from any claim alleging infringement or misappropriation arising from those specifications.

SECTION 6: ACCEPTANCE; INSPECTION; RETURNS

6.1 Buyer shall inspect Products immediately upon receipt.

6.2 Claims for visible defects, shortages, errors, damage, or other nonconformities discoverable upon inspection must be submitted in writing within three (3) business days after delivery or such claims are waived.

6.3 Claims for latent defects must be submitted within thirty (30) days after discovery, but in no event after expiration of the applicable warranty period.

6.4 Seller shall have a reasonable opportunity to inspect and cure any alleged nonconformity. No Product may be rejected, returned, or have acceptance revoked without Seller's prior written authorization.

6.5 Non-defective returns are subject to a minimum twenty-five percent (25%) restocking charge plus all freight, handling, refurbishment, and costs necessary to restore items to resalable condition.

SECTION 7: CHANGES

7.1 Buyer may request changes in writing. Seller will advise Buyer what amendments, if any, are required to price, scope, specifications, delivery, schedule, or other terms.

7.2 No change is effective unless documented in a written change order signed by both parties.

7.3 If work proceeds on a time-and-materials or budgetary-estimate basis, Buyer shall pay Seller for all authorized work performed and materials ordered, even if the estimate is exceeded, unless the parties execute a contrary written change order.

SECTION 8: CANCELLATION OR TERMINATION

8.1 Buyer may cancel a capital equipment purchase order only by written notice and subject to the cancellation of terms in Seller's proposal.

8.2 Upon early cancellation of any service agreement, Buyer shall pay a termination fee that is calculated in the specific service agreement as a percentage of the total service contract price, in addition to all amounts previously paid or then due for work performed, materials ordered, non-cancelable commitments, storage, and other costs.

8.3 The parties agree that Seller's damages from cancellation are difficult to determine and that the termination fee is a reasonable estimate of damages and not a penalty.

8.4 Upon Buyer's request and at Buyer's expense, Seller shall preserve, protect, and deliver materials on hand, work in progress, and completed work for which Buyer has paid.

SECTION 9: SERVICE

9.1 Seller's normal office hours are 8:00 a.m. to 5:00 p.m. Pacific Time, excluding Seller holidays.

9.2 Service response times are estimates unless a separate written service-level agreement expressly states otherwise. Seller may charge for service calls, technical support, travel, lodging, expedited service, and after-hours service at Seller's then-current rates.

SECTION 10: LIMITED WARRANTY; EXCLUSIVE REMEDY

10.1 Seller warrants that Products manufactured by Seller shall be free from defects in material and workmanship for twelve (12) months from shipment or six (6) months from startup, whichever occurs first, unless Seller's quotation or written warranty states otherwise.

10.2 Services shall be performed in a diligent, professional, and workmanlike manner consistent with the applicable scope of work and good industry practices.

10.3 Seller's sole obligation and Buyer's exclusive remedy for breach of warranty shall be, at Seller's option, repair, replacement, re-performance, or refund of the purchase price attributable to the defective Product or nonconforming Service.

10.4 Warranty coverage excludes damage, failure, or nonconformity caused by misuse, abuse, neglect, accident, improper installation, improper maintenance, improper operation, unauthorized modification, third-party equipment, abnormal operating conditions, failure to follow Seller instructions, Buyer-supplied materials or specifications, or normal wear and tear.

10.5 Recommendations, suggestions, reports, and advice provided by Seller are based on the conditions evaluated. Buyer is solely responsible for deciding whether and how to implement them and for the results achieved.

10.6 EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, AND TRADE USAGE.

SECTION 11: LIMITATION OF LIABILITY

11.1 Seller's aggregate liability arising out of or related to any order, Product, Service, or agreement shall not exceed the amount paid by Buyer for the specific Product or Service giving rise to the claim.

11.2 Seller shall not be liable for lost profits, lost revenue, loss of production, business interruption, loss of goodwill, regulatory penalties, environmental damages, data loss, cybersecurity incidents, or indirect, incidental, consequential, special, punitive, or exemplary damages.

11.3 The limitations in this Section apply regardless of theory of recovery, whether contract, tort, negligence, strict liability, statute, warranty, indemnity, or otherwise, and even if Seller was advised of the possibility of such damages.

11.4 Any action against Seller must be commenced within one (1) year after the claim accrues.

SECTION 12: BUYER INDEMNIFICATION

12.1 Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, officers, directors, employees, agents, successors, and assigns from and against all claims, demands, damages, losses, liabilities, penalties, fines, costs, and expenses, including attorneys' fees, arising from Buyer's use, storage, handling, transportation, installation, maintenance, operation, discharge, disposal, or resale of Products.

12.2 Buyer's indemnity includes claims arising from Buyer's negligence or misconduct, violation of law, environmental release or contamination after delivery, injury or death occurring after delivery, property damage after delivery, Buyer specifications, Buyer-supplied materials, and third-party claims arising from Buyer's operations, except to the extent caused solely by Seller's gross negligence or willful misconduct.

SECTION 13: ENVIRONMENTAL; REGULATORY; CYBERSECURITY COMPLIANCE

13.1 Buyer is solely responsible for compliance with all federal, state, provincial, and local laws, rules, permits, orders, and regulations relating to storage, handling, transportation, use, treatment, discharge, disposal, reporting, workplace safety, and environmental compliance concerning Products.

13.2 Buyer shall maintain all permits, licenses, approvals, and certifications required for operation of its facilities and use of Products.

13.3 Seller shall not be responsible for environmental contamination, regulatory violations, fines, penalties, remediation obligations, cybersecurity breaches, network failures, data loss, PLC failures caused by third parties, or system-integration issues occurring after delivery or caused by Buyer's systems, personnel, contractors, or third parties.

SECTION 14: CHEMICAL SUPPLY; DISPENSING EQUIPMENT

14.1 Chemical prices shall be as stated in the Seller's proposal and exclude sales tax and other charges unless stated otherwise. Prices may be adjusted annually by the greater of three percent (3%) or the applicable CPI-U change, and may be further adjusted for extraordinary raw material shortages or cost increases.

14.2 Buyer is responsible for proper machine loading, textile sorting, formula selection, equipment maintenance, water temperature, water hardness, washer loading, and operating conditions. If Buyer fails to comply with these responsibilities, Seller is released from related performance obligations.

14.3 Dispensing equipment provided as part of a chemical program remains Seller's property unless otherwise agreed in writing. Buyer shall insure such equipment, name Seller and its affiliates as additional insureds and loss payees upon request, and provide certificates of insurance evidencing coverage.

14.4 Buyer shall not disclose, alter, modify, disconnect, dismantle, decommission, provide third-party access to, or change software or mechanical configuration of Seller equipment without written authorization from an executive officer of Seller.

14.5 All sales inventory paid for by the Buyer shall remain the sole property of the Buyer.

14.6 Tote deposits and similar container charges shall be as stated in Seller's quotation, invoice, or then-current policy and shall be credited only for containers returned in acceptable condition.

SECTION 15: LAW; MEDIATION; ARBITRATION

15.1 These Terms and the parties' agreement shall be governed by the laws of the State of California, without regard to conflict-of-law rules.

15.2 Any dispute shall first be submitted to non-binding mediation within forty-five (45) days after written request by either party.

15.3 Any dispute not resolved by mediation shall be resolved exclusively by binding arbitration administered by JAMS in Los Angeles County, California, in English, under the JAMS Comprehensive Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

15.4 Either party may seek temporary or preliminary injunctive relief in court to protect confidential information, intellectual property, collateral, or property rights without waiving arbitration.

SECTION 16: GENERAL

16.1 If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect and the invalid provision shall be enforced to the maximum extent permitted by law.

16.2 No failure or delay by Seller in exercising any right shall operate as a waiver. No waiver shall be effective unless in writing and signed by Seller.

16.3 Buyer may not assign rights or delegate duties without Seller's prior written consent. Seller may assign its rights to an affiliate, successor, or financing source.

16.4 The prevailing party in any action, arbitration, mediation, collection proceeding, bankruptcy proceeding, or other proceeding to interpret or enforce these Terms shall recover reasonable attorneys' fees and costs.

16.5 Each person signing or accepting an order represents that he or she has authority to bind the applicable party.

16.6 Notices shall be in writing and delivered by personal delivery, recognized overnight courier, certified mail, or email to the addresses specified in the quotation, proposal, purchase order, or other written notice.

SECTION 17: INSURANCE

17.1 Buyer shall maintain commercially reasonable insurance, including commercial general liability, workers' compensation, employer's liability, property insurance, and any insurance required by law or Seller's quotation.

17.2 Upon Seller's request, Buyer shall provide certificates of insurance evidencing required coverage and naming Seller as additional insured and loss payee where applicable.

SECTION 18: SURVIVAL

18.1 Payment obligations, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution provisions, collection rights, security interests, and all provisions intended by their nature to survive shall survive termination, expiration, cancellation, completion, or delivery.

5649 Alhambra Ave, Los Angeles, CA 90032 | 1-800-442-4360 | www.norchemcorp.com