Effective Date: 11/1/26
These Terms and Conditions of Sale (“Terms”) govern all sales of products, chemicals, materials, and related services by Transchem, Inc. (“Seller” or “Transchem”) to the purchasing customer (“Buyer”). Seller and Buyer may individually be referred to as a “Party” and collectively as the “Parties.”
By submitting a Purchase Order, accepting a Sales Confirmation, authorizing Seller to proceed, accepting delivery of Products, or otherwise proceeding with a transaction, Buyer acknowledges and agrees to these Terms.
1. Acceptance of Orders; Governing Terms
1.1 Agreement. These Terms, together with Seller’s written quotation, Sales Confirmation, and any applicable Purchase Order accepted by Seller, constitute the entire agreement governing the sale of Products and related services (“Agreement”).
1.2 Acceptance. Buyer’s acceptance of Seller’s quotation or Sales Confirmation, issuance of a Purchase Order, authorization to proceed, acceptance of delivery, or payment for Products, whichever occurs first, constitutes Buyer’s acceptance of this Agreement.
1.3 Seller’s Terms Control. Seller expressly rejects any additional, different, or conflicting terms contained in Buyer’s Purchase Order, acknowledgment, vendor registration, online purchasing portal, or other document. Such terms shall have no effect unless expressly accepted in a separate written agreement signed by an authorized officer of Seller.
1.4 Order of Precedence. In the event of any inconsistency, the following order of precedence shall apply:
(a) A written amendment signed by authorized representatives of both Parties;
(b) Seller’s Sales Confirmation;
(c) These Terms and Conditions of Sale; and
(d) Buyer’s Purchase Order, solely with respect to commercial details expressly accepted by Seller.
1.5 Amendments. No modification, amendment, waiver, or exception to this Agreement shall be binding upon Seller unless made in writing and signed by an authorized officer of Seller.
1.6 Separate Transactions. Each accepted Purchase Order shall constitute a separate transaction. Unless expressly agreed otherwise in writing, a default or dispute relating to one transaction shall not relieve Buyer of its obligations under any other outstanding order.
2. Products; Specifications; Orders
2.1 Seller agrees to sell and Buyer agrees to purchase the products, chemicals, and materials identified in Seller’s applicable Sales Confirmation (“Products”).
2.2 Product descriptions, quantities, packaging, concentrations, specifications, and delivery requirements shall be as expressly stated in Seller’s Sales Confirmation.
2.3 Seller reserves the right to make reasonable changes to manufacturing processes, sourcing, packaging, or product specifications, provided such changes do not materially adversely affect the agreed specifications of the Products.
2.4 Any estimated quantities, forecasts, projections, or anticipated purchasing requirements provided by Buyer shall not constitute binding purchase commitments unless expressly accepted by Seller in writing.
2.5 Seller shall have no obligation to provide Products or services not expressly included in the accepted Sales Confirmation.
3. Pricing; Price Adjustments
3.1 The purchase price shall be the price stated in Seller’s accepted quotation or Sales Confirmation.
3.2 Unless otherwise expressly stated, prices exclude applicable taxes, duties, governmental assessments, freight, transportation charges, insurance, unloading charges, demurrage, storage, disposal, and other additional expenses.
3.3 Seller reserves the right to adjust prices for future deliveries in the event of increases in raw material costs, manufacturing costs, transportation expenses, energy costs, supplier charges, tariffs, regulatory costs, or other material increases beyond Seller’s reasonable control.
3.4 Any price adjustment applicable to an accepted order shall be communicated to Buyer in writing. If Buyer does not accept the adjustment, Seller may suspend or cancel the affected undelivered portion of the order without liability for Buyer’s anticipated profits or other consequential losses.
3.5 Prices are based on the quantities and delivery arrangements specified in the Sales Confirmation. Material changes to quantities, delivery locations, packaging, or scheduling may result in additional charges.
4. Delivery; Shipment; Customer Responsibilities
4.1 Seller shall use commercially reasonable efforts to deliver the Products according to the delivery schedule stated in the Sales Confirmation. All delivery dates and schedules are estimates unless expressly guaranteed in a separate written agreement signed by Seller.
4.2 Buyer shall ensure that the delivery location is accessible, properly equipped, and capable of safely receiving and unloading the Products.
4.3 Buyer shall provide appropriate unloading equipment, qualified personnel, compatible storage tanks or containers, required connections, and all other facilities necessary to safely receive the Products.
4.4 Buyer shall accept delivery at the location and within the delivery window agreed upon by the Parties.
4.5 Buyer shall be responsible for all costs resulting from its failure or inability to receive, unload, or accept scheduled deliveries, including transportation costs, redelivery charges, storage, detention, demurrage, carrier penalties, disposal expenses, and other reasonable costs incurred by Seller.
4.6 If Buyer refuses, delays, or is unable to accept a scheduled delivery, Seller may, at its discretion:
(a) Arrange redelivery at Buyer’s expense;
(b) Store the Products at Buyer’s expense;
(c) Reschedule delivery subject to availability;
(d) Return the Products to Seller or another facility at Buyer’s expense; or
(e) Cancel the affected delivery and recover applicable costs and damages as permitted by law.
4.7 Partial shipments and deliveries shall be permitted unless otherwise expressly agreed in writing.
4.8 A delay or failure affecting one shipment shall not automatically constitute a default affecting other shipments, nor shall it relieve Buyer of its payment obligations for Products previously delivered or accepted.
5. Bulk Deliveries; Containers; Returnable Equipment
5.1 Buyer shall ensure that all bulk deliveries are safely and completely unloaded into designated receiving tanks, containers, or facilities.
5.2 Bulk transportation tanks, tankers, totes, and other delivery equipment shall be completely emptied upon completion of unloading, to the extent reasonably practicable and consistent with applicable safety requirements.
5.3 Any residual Product, commonly referred to as a “heel,” remaining in delivery equipment due to Buyer’s inability or failure to completely unload the shipment shall be at Buyer’s expense. Buyer shall be responsible for reasonable additional transportation, redelivery, cleaning, handling, storage, and disposal costs resulting from such residual Product.
5.4 Drums and Totes. Unless otherwise expressly agreed in writing before the order is accepted, drums, totes, and other packaging supplied with Products shall be considered one-way packaging and shall not be subject to return, refund, or credit.
5.5 Any reusable, returnable, or loaned containers or equipment shall be subject to separate written arrangements specifying ownership, return requirements, condition, cleaning, and applicable charges.
5.6 Buyer shall not return Products, containers, or equipment without Seller’s prior written authorization.
6. Demurrage; Detention; Unloading Time
6.1 All customers receiving bulk deliveries shall be granted two (2) hours of free unloading time per delivery.
6.2 The two-hour unloading period shall commence at the scheduled receiving appointment time established by Buyer, regardless of whether Buyer is immediately ready to unload the delivery.
6.3 Any waiting, detention, or demurrage time exceeding the two-hour allowance shall be charged to Buyer at the actual amount assessed by the transportation carrier or otherwise incurred by Seller.
6.4 Buyer shall be responsible for all additional charges resulting from delays attributable to Buyer, including unavailable personnel, inadequate unloading equipment, inaccessible facilities, improper connections, receiving restrictions, or failure to accept delivery.
6.5 Seller may invoice such charges separately or include them on the applicable Product invoice.
6.6 Buyer shall pay all demurrage and detention charges in accordance with the payment terms of this Agreement.
6.7 Carrier delays not caused by Buyer shall be allocated in accordance with the applicable transportation agreement and Sales Confirmation.
7. Title; Risk of Loss; Delivery Terms
7.1 Title to Products shall transfer to Buyer in accordance with the applicable Incoterm expressly identified in Seller’s Sales Confirmation, including the applicable edition of the Incoterms rules published by the International Chamber of Commerce.
7.2 The applicable Incoterm shall identify the delivery location and allocation of transportation costs and risk of loss.
7.3 If no Incoterm is specified, title and risk of loss shall transfer to Buyer upon delivery of the Products at the delivery location designated in the Sales Confirmation and their placement at Buyer’s disposal for unloading.
7.4 Buyer shall be responsible for all risks associated with storage, handling, transportation, unloading, and use of Products after the applicable transfer of risk.
7.5 Nothing in this Section shall limit Seller’s rights to payment for Products delivered or its remedies for Buyer’s default.
8. Invoicing; Payment Terms; Credit
8.1 Seller shall invoice Buyer upon shipment, delivery, or discharge of the Products, as applicable to the delivery arrangement identified in the Sales Confirmation.
8.2 Buyer shall pay all invoices in full according to the payment schedule stated in the Sales Confirmation or otherwise established in writing by Seller.
8.3 Payment shall be made in United States dollars unless otherwise agreed in writing.
8.4 Buyer shall make all payments without deduction, withholding, counterclaim, setoff, or other reduction, except where such deduction is required by applicable law.
8.5 Any dispute regarding an invoice shall be submitted to Seller in writing within ten (10) days after receipt of the invoice. Buyer shall timely pay all undisputed amounts while the disputed portion is being reviewed.
8.6 Seller reserves the right to establish, modify, or withdraw credit limits and payment terms based on Buyer’s creditworthiness, payment history, or other reasonable business considerations.
8.7 If Buyer fails to pay any amount when due, Seller may:
(a) Suspend or discontinue further deliveries;
(b) Place outstanding orders on credit hold;
(c) Require advance payment or payment upon delivery;
(d) Cancel undelivered orders;
(e) Require adequate assurance of future payment; and/or
(f) Exercise any other rights or remedies available under this Agreement or applicable law.
8.8 Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
8.9 Buyer shall reimburse Seller for reasonable costs of collecting overdue amounts, including reasonable attorneys’ fees, court costs, collection agency fees, and other collection expenses, to the extent permitted by law.
8.10 Seller’s acceptance of partial payment shall not constitute a waiver of its right to collect the remaining balance.
9. Taxes; Governmental Charges
9.1 Buyer shall be responsible for all applicable sales, use, excise, value-added, gross receipts, environmental, and other taxes, duties, tariffs, assessments, and governmental charges arising from the sale, purchase, delivery, or use of Products.
9.2 Such amounts shall be paid in addition to the purchase price unless Seller is legally required to pay them directly.
9.3 Buyer shall provide Seller with valid exemption certificates or other supporting documentation where applicable.
9.4 Seller shall remain responsible for taxes imposed on its net income.
10. Inspection; Acceptance; Product Claims
10.1 Buyer shall inspect all Products promptly upon receipt.
10.2 Within ten (10) calendar days after delivery, Buyer shall notify Seller in writing of any visible damage, shortage, quantity discrepancy, or nonconformity with the express written specifications stated in the Sales Confirmation.
10.3 Any claim shall include reasonable supporting documentation, including the applicable invoice, Purchase Order, delivery receipt, product identification, batch or lot number, photographs where appropriate, and a description of the alleged defect or discrepancy.
10.4 Buyer shall preserve any allegedly defective Products and shall not dispose of, alter, mix, process, or return such Products without Seller’s prior written authorization, except as reasonably necessary to protect persons, property, or the environment.
10.5 Seller shall be given a reasonable opportunity to inspect and investigate any claimed nonconformity.
10.6 Products shall be deemed accepted if Buyer fails to provide timely written notice of any reasonably discoverable nonconformity within the ten-day inspection period.
10.7 Latent defects that could not reasonably have been discovered during the initial inspection shall be reported promptly after discovery and within the applicable warranty period.
10.8 Buyer’s use, processing, resale, blending, or incorporation of Products into other materials, except for reasonable inspection or testing, shall constitute acceptance to the extent permitted by applicable law.
10.9 No Product shall be returned without Seller’s prior written return authorization.
11. Limited Product Warranty
11.1 Seller warrants that, at the time of delivery, the Products shall materially conform to the express written specifications, if any, stated in the applicable Sales Confirmation.
11.2 This limited warranty applies only to Products handled, transported, stored, and used in accordance with Seller’s written instructions and applicable product documentation.
11.3 Seller makes no other express or implied warranties, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or suitability for Buyer’s particular application, except to the extent such warranties cannot legally be excluded.
11.4 Seller does not warrant that Products will achieve any particular operational, manufacturing, processing, or commercial result when used by Buyer.
11.5 Buyer is solely responsible for determining whether Products are suitable for Buyer’s intended application, process, equipment, and operating conditions.
11.6 Any technical recommendations, application guidance, or information provided by Seller are offered in good faith but shall not constitute a separate warranty unless expressly agreed to in writing by an authorized officer of Seller.
12. Limitation of Liability; Exclusive Remedies
12.1 To the maximum extent permitted by applicable law, Seller’s total aggregate liability arising out of or relating to any Product, shipment, Purchase Order, or transaction shall not exceed the purchase price actually paid or payable to Seller for the specific shipment giving rise to the claim.
12.2 Buyer’s exclusive remedies for Products that fail to conform to the express limited warranty in Section 11 shall be, at Seller’s option:
(a) Replacement of the nonconforming Products;
(b) Repair or correction, where commercially and technically appropriate; or
(c) Refund or credit of the purchase price paid for the affected Products upon their authorized return or other disposition approved by Seller.
12.3 Seller shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including, without limitation:
(a) Lost profits or anticipated revenues;
(b) Loss of production or manufacturing capacity;
(c) Business interruption;
(d) Loss of business opportunities or customers;
(e) Costs associated with substitute materials or products;
(f) Damage to Buyer’s business reputation; or
(g) Claims by Buyer’s customers or other third parties.
12.4 These limitations shall apply regardless of the legal theory asserted, including contract, warranty, negligence, strict liability, or otherwise, to the fullest extent permitted by law.
12.5 Buyer assumes responsibility for the selection, compatibility, storage, handling, processing, and use of Products after delivery, subject to Seller’s express obligations under this Agreement and applicable law.
12.6 No employee, officer, director, shareholder, agent, or representative of Seller shall have personal liability for obligations of Seller arising under this Agreement solely by reason of their position or relationship with Seller, to the extent permitted by applicable law.
12.7 Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for fraud, willful misconduct, or other non-waivable obligations.
13. Buyer’s Responsibilities; Product Safety; Regulatory Compliance
13.1 Buyer acknowledges that Products sold by Seller may include hazardous chemicals, industrial materials, regulated substances, or other materials requiring specialized handling.
13.2 Buyer shall be solely responsible for ensuring that its personnel, contractors, customers, and other authorized users receive appropriate training and comply with applicable safety procedures.
13.3 Buyer shall comply with all applicable federal, state, and local laws, regulations, permits, and requirements relating to the receipt, storage, handling, transportation, processing, use, resale, and disposal of Products.
13.4 Buyer shall maintain appropriate facilities, containment systems, safety equipment, operating procedures, and environmental controls.
13.5 Buyer shall obtain and maintain all permits, licenses, registrations, and authorizations necessary for its activities involving Products.
13.6 Buyer shall review applicable Safety Data Sheets (SDS), labels, warnings, technical information, and handling instructions before receiving or using Products.
13.7 Buyer shall not misrepresent the identity, specifications, hazards, or intended use of Products.
13.8 Buyer shall not use or distribute Products for any unlawful purpose or in violation of applicable regulatory requirements.
13.9 Buyer shall immediately notify Seller of any incident involving Products that may reasonably result in injury, property damage, environmental contamination, regulatory investigation, or third-party claims.
14. Indemnification
14.1 To the maximum extent permitted by applicable law, Buyer shall indemnify, defend, and hold harmless Seller, its parent and affiliated companies, and their respective officers, directors, shareholders, employees, agents, and representatives (collectively, the “Seller Indemnitees”) from and against all third-party claims, demands, actions, liabilities, losses, damages, penalties, judgments, costs, and expenses, including reasonable attorneys’ fees and defense costs, to the extent arising out of or relating to:
(a) Buyer’s negligence, recklessness, or willful misconduct;
(b) Buyer’s breach of this Agreement;
(c) Buyer’s improper handling, storage, transportation, unloading, processing, modification, resale, or use of Products;
(d) Buyer’s failure to comply with applicable laws, regulations, permits, or safety requirements;
(e) Personal injury, death, property damage, or environmental harm caused by Buyer’s acts or omissions;
(f) Buyer’s modification, blending, repackaging, labeling, or combination of Products with other materials;
(g) Claims by Buyer’s customers, contractors, employees, or other third parties arising from Buyer’s activities involving Products; or
(h) Buyer’s failure to provide appropriate safety information, warnings, or instructions to persons handling or using Products.
14.2 Buyer’s indemnification obligations shall not apply to the extent a claim is finally determined to have been caused by Seller’s negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.
14.3 Seller shall provide Buyer with reasonably prompt written notice of any claim for which indemnification is sought. Buyer shall not settle any claim in a manner that imposes liability, admission of wrongdoing, or non-monetary obligations upon any Seller Indemnitee without Seller’s prior written consent.
14.4 Seller may participate in the defense of any indemnified claim through counsel of its choosing at its own expense.
14.5 The obligations under this Section shall survive expiration or termination of this Agreement.
15. Insurance Requirements
15.1 Buyer shall maintain, with reputable insurance carriers, insurance coverage appropriate to the nature and risks of its business and its activities involving Products.
15.2 Where applicable to Buyer’s operations and the Products supplied, such insurance shall include:
(a) Commercial General Liability, including premises and operations, products and completed operations, and contractual liability coverage;
(b) Automobile Liability covering owned, hired, and non-owned vehicles used in connection with transportation or handling of Products;
(c) Workers’ Compensation and Employers’ Liability as required by applicable law; and
(d) Pollution or Environmental Liability where Buyer’s activities involve storage, handling, transportation, processing, or disposal of hazardous materials or otherwise create material environmental exposure.
15.3 Seller may establish reasonable minimum insurance limits based on the Products, delivery arrangements, and risk profile of the transaction.
15.4 Upon reasonable request, Buyer shall provide certificates of insurance and evidence of applicable coverage.
15.5 Where commercially available and appropriate to the risk, Buyer shall name Seller and its designated affiliates as additional insureds under applicable liability policies.
15.6 Buyer’s insurance obligations shall not limit or replace Buyer’s indemnification obligations under this Agreement.
16. Cancellation; Termination; Suspension
16.1 Once Seller has accepted a Purchase Order, Buyer may not cancel, modify, or terminate that order without Seller’s prior written consent.
16.2 If Seller permits cancellation, Buyer shall reimburse Seller for all reasonable costs, expenses, and commitments incurred in connection with the order, including:
(a) Raw materials purchased or committed;
(b) Manufacturing and processing costs;
(c) Packaging and labeling costs;
(d) Transportation and logistics costs;
(e) Supplier cancellation charges;
(f) Storage and handling costs; and
(g) Other reasonable losses directly resulting from cancellation.
16.3 Seller may also recover reasonable lost margins or other damages to the extent permitted by applicable law. Any cancellation or restocking charge shall be commercially reasonable and shall not constitute an unenforceable penalty.
16.4 Seller may suspend performance or terminate any affected order upon written notice if:
(a) Buyer fails to pay any amount when due;
(b) Buyer materially breaches this Agreement;
(c) Buyer becomes insolvent or is unable to pay its debts as they become due;
(d) Buyer becomes subject to bankruptcy, receivership, or insolvency proceedings, subject to applicable bankruptcy law;
(e) Buyer makes an assignment for the benefit of creditors;
(f) Buyer’s creditworthiness materially deteriorates; or
(g) Seller reasonably determines that continued performance presents a material legal, safety, regulatory, or credit risk.
16.5 Where a breach is capable of cure, Seller may provide Buyer a reasonable opportunity to cure before termination, unless immediate suspension or termination is reasonably necessary to protect Seller’s interests or comply with applicable law.
16.6 Termination shall not relieve Buyer of obligations accrued before termination, including payment for Products delivered, committed costs, demurrage, transportation, storage, and other charges properly incurred.
16.7 Sections relating to payment, liability, indemnification, confidentiality, governing law, and any other provisions intended by their nature to survive shall remain effective following termination.
17. Force Majeure
17.1 Neither Party shall be liable for delay or failure to perform its obligations, other than payment obligations for amounts already due, to the extent such delay or failure results from events beyond its reasonable control.
17.2 Such events may include, without limitation:
(a) Acts of God, natural disasters, earthquakes, floods, fires, and severe weather;
(b) War, terrorism, sabotage, civil unrest, riots, and acts of violence;
(c) Strikes, labor disputes, shortages of labor, or transportation disruptions;
(d) Shortages or unavailability of raw materials, chemicals, energy, packaging, or equipment;
(e) Supplier failures or interruptions in supply chains;
(f) Governmental orders, restrictions, embargoes, regulations, or actions;
(g) Epidemics, pandemics, and public health emergencies;
(h) Transportation interruptions or infrastructure failures; and
(i) Other circumstances beyond the affected Party’s reasonable control.
17.3 Seller shall not be obligated to obtain replacement Products from alternative suppliers, use alternative manufacturing facilities, or incur commercially unreasonable additional costs to satisfy its delivery obligations.
17.4 Seller may allocate available Products and supplies among its customers in a commercially reasonable manner, taking into account contractual commitments, available inventory, operational requirements, and business considerations.
17.5 The affected Party shall provide reasonably prompt written notice describing the event, its anticipated effect, and the expected duration.
17.6 The affected Party shall use commercially reasonable efforts to mitigate the impact of the event.
17.7 If a force majeure event continues for more than sixty (60) consecutive days and materially prevents performance, Seller may cancel the affected undelivered portion of an order without liability for Buyer’s anticipated profits or consequential damages.
17.8 Nothing in this Section shall excuse Buyer from paying amounts due for Products previously delivered or services previously performed.
18. Confidentiality; Proprietary Information
18.1 Buyer shall maintain the confidentiality of all non-public business, commercial, technical, operational, and financial information disclosed by Seller, including:
(a) Pricing, quotations, discounts, and commercial terms;
(b) Supplier and customer identities and relationships;
(c) Product formulations, specifications, and technical information not publicly available;
(d) Business strategies, proposals, and commercial arrangements;
(e) Manufacturing processes and proprietary methods; and
(f) Other confidential or proprietary information disclosed by Seller.
18.2 Buyer shall not disclose, reproduce, distribute, exploit, or use such information for any purpose other than performing its obligations under this Agreement.
18.3 Buyer shall not use Seller’s confidential information to circumvent Seller, solicit Seller’s suppliers using protected information, or obtain competing products or services through unauthorized disclosure or misuse of such information.
18.4 These obligations shall not apply to information that Buyer can demonstrate:
(a) Was lawfully known to Buyer before disclosure by Seller;
(b) Becomes publicly available through no breach of this Agreement;
(c) Is lawfully received from a third party without a confidentiality obligation; or
(d) Must be disclosed pursuant to applicable law or valid legal process, provided Buyer gives Seller prior notice where legally permitted.
18.5 Buyer shall take reasonable steps to protect confidential information and shall restrict access to personnel who have a legitimate business need to know such information.
18.6 The obligations under this Section shall survive termination of this Agreement for five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.
19. Intellectual Property; Patents
19.1 No sale of Products shall grant Buyer any ownership interest or license in Seller’s patents, trademarks, copyrights, trade secrets, proprietary formulations, processes, or other intellectual property.
19.2 Seller makes no representation or warranty that Buyer’s particular use, processing, combination, resale, or application of Products will not infringe the intellectual property rights of any third party.
19.3 Buyer shall be solely responsible for evaluating the intellectual property implications of its intended processes, combinations, applications, and uses of Products.
19.4 Buyer shall not use Seller’s name, trademarks, logos, or other identifying materials without Seller’s prior written consent.
20. Notices; Communications
20.1 All formal notices under this Agreement shall be in writing and delivered by:
(a) Recognized national overnight courier;
(b) Certified or registered United States mail, return receipt requested; or
(c) Email to the designated business or legal notice addresses stated in the applicable Sales Confirmation, provided receipt is acknowledged or otherwise reasonably verified.
20.2 Notices shall be directed to the addresses and designated representatives identified in the Sales Confirmation or otherwise subsequently designated in writing.
20.3 Routine commercial communications, including scheduling, delivery coordination, invoice inquiries, and operational matters, may be conducted by email or other commercially reasonable electronic means.
20.4 No email, electronic communication, or informal correspondence shall amend or waive this Agreement unless it satisfies the amendment requirements in Section 1.
20.5 Notices shall be effective upon documented delivery or refusal of delivery, as applicable.
21. Assignment
21.1 Buyer shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without Seller’s prior written consent.
21.2 Any attempted assignment in violation of this Section shall be ineffective to the extent permitted by applicable law.
21.3 Seller may assign this Agreement to an affiliate or in connection with a merger, corporate reorganization, sale of substantially all of its assets, or transfer of the relevant business, upon written notice to Buyer.
22. Governing Law; Jurisdiction; Venue
22.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law principles.
22.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
22.3 Subject to applicable jurisdictional requirements, the Parties irrevocably consent to the exclusive jurisdiction and venue of the state courts located in San Diego County, California, and, where federal jurisdiction exists, the United States District Court for the Southern District of California.
22.4 Each Party waives any objection to such jurisdiction or venue based on inconvenient forum or otherwise, to the extent permitted by applicable law.
22.5 The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by applicable law.
23. General Provisions
23.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the sale of Products and supersedes all prior oral or written agreements, negotiations, representations, and understandings relating to the same subject matter.
23.2 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable, where legally permissible.
23.3 No Waiver. A failure or delay by Seller in exercising any right or remedy shall not constitute a waiver of that right or remedy.
23.4 Independent Contractors. The Parties are independent contracting parties. Nothing in this Agreement shall create a partnership, joint venture, agency, employment, or fiduciary relationship.
23.5 No Third-Party Beneficiaries. Except for the Seller Indemnitees expressly identified in Section 14, this Agreement is intended solely for the benefit of the Parties and does not create enforceable rights in any other person or entity.
23.6 Electronic Signatures. Electronic signatures and electronically transmitted copies of this Agreement shall have the same effect as original signatures to the extent permitted by applicable law.
23.7 Headings. Section headings are provided for convenience only and shall not affect the interpretation of this Agreement.
23.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.
23.9 Survival. Any provision that by its nature is intended to survive expiration or termination shall remain effective.
ACKNOWLEDGMENT AND ACCEPTANCE
By placing an order, accepting delivery, or otherwise proceeding with a transaction, Buyer acknowledges that it has read, understood, and agreed to these Terms and Conditions of Sale.
SELLER:
Transchem, Inc.
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
BUYER:
Legal Company Name: ____________________________
By: ___________________________________________
Name: ________________________________________
Title: _________________________________________
Date: _________________________________________