These Purchase Order Terms and Conditions for Chemical Suppliers (these “Terms”) shall apply to the purchase of chemicals (“Product(s)”) by Solugen Blending LLC (or its expressly designated affiliate) (“Solugen”) from the stated counterparty (“Seller”), unless Solugen and Seller have entered into a separate definitive agreement for such transaction (in which case these Terms shall be void with respect thereto). These Terms, together with Solugen’s purchase order issued in connection herewith (“Order”), shall constitute the “Agreement”.  Each of Solugen and Seller may be referred to herein as a “Party” or collectively as the “Parties”

For the avoidance of doubt and notwithstanding anything herein or therein to the contrary (whether express or implied), the terms and conditions stated in Seller’s order confirmation, order acknowledgment, or similar document or correspondence, shall be void and of no effect. This Agreement becomes binding upon Seller’s acceptance thereof, which acceptance is deemed to occur upon the earlier of Seller’s written confirmation or performance in furtherance hereof.

1. Performance:  Unless otherwise expressly stated by the Order, Seller shall use commercially reasonable efforts to achieve the stated delivery date(s) stated in the applicable Order.  Notwithstanding the foregoing, Solugen may without any payment obligation terminate the Agreement either:  (i) prior to Solugen’s receipt of all shipping documents (including but not limited to the applicable bill of lading), or (ii) at any time ten (10) or more days after the stated delivery date(s) have elapsed without delivery of the Product(s).    
2. Title and Risk of Loss: Title to Product(s) will transfer when Product(s) are delivered to Solugen.  Risk of loss for Product(s) transfers according to the Incoterms stated in the Order.  If no Incoterms are stated, then delivery shall (i) for Product(s) shipped from within the United States, be made on a DAP basis to Solugen’s stated delivery location (Incoterms 2020), and (ii) for Product(s) shipped from outside the United States, be made on a DDP basis to Solugen’s stated delivery location (Incoterms 2020).
3. Quantities:  Quantity of Product(s) shall be stated in the applicable Order.  In the event that Solugen receives less quantity than is stated in the Order, Solugen shall be obligated to pay Seller only for the quantity actually received.  If an invoice has already been issued by Seller, Seller shall upon receipt of Solugen’s written notice of the Shortfall send a corrected invoice to Solugen.  For the avoidance of doubt, Solugen shall not be obligated to pay for a greater quantity of Product(s) than is stated in the Order.
4. Warranties:  Seller warrants that the Product(s) will conform to the specifications referenced by, included in, and/or attached to the Order (with priority going to an attachment in the event of a conflicting reference and attachment).  If no specifications are so referenced or attached, then Seller warrants that the Product(s) will conform with sales specification that the parties mutually agree to by email or other written communication (the “Sale Spec”).  In the event that Solugen provides written notice to Seller within one hundred eighty (180) days from delivery that the Product(s) do not comply with the specifications or Sale Spec, as applicable, Seller shall at Solugen’s discretion either (a) replace the non-conforming Product(s), or (b) refund Solugen for the non-conforming Product(s). 
5. WAIVER OF CERTAIN DAMAGES:  TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, NEITHER PARTY, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE COST, EXPENSE, LOSS, OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCTION, PROFIT, USE, GOODWILL, OR REPUTATION, OR FOR LOSS FROM BUSINESS INTERRUPTION OR WASTED EXPENDITURE. 
6. Compliance with Law:  Seller represents and warrants that it will at all times comply with all applicable laws, rules, regulations, orders, ordinances, and other legal requirements applicable to Seller’s performance under this Agreement.
7. Disputes:  The interpretation of this Agreement and any dispute arising in connection therewith will be governed by Texas Law without reference to its principles of conflicts of laws.  THE PARTIES MUTUALLY AGREE TO: (A) SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN HARRIS COUNTY, TEXAS; (B) WAIVE ANY AND ALL OBJECTION TO SUCH VENUES; AND (C) WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY.  The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed by the Parties with respect to the Agreement.
8. SDS:  Seller shall furnish Solugen with true and accurate Safety Data Sheets (“SDS”) for all Product(s). 
9. Taxes:  For the avoidance of doubt, Seller shall be solely responsible for any and all taxes, duties, assessments, and other charges imposed on any and all of the following: (i) Product(s); (ii) production of the Product(s); and (iii) feedstocks or other raw materials used to produce Product(s) (collectively, “Taxes”).  For the avoidance of doubt, Solugen shall not be liable for any taxes, duties, assessments, or other charges imposed on the Product(s) (including, without limitation, the manufacture, sale, transportation, exportation, and/or importation thereof) except as is expressly stated in or attached to the Order.  Notwithstanding the foregoing, Solugen shall be responsible for all taxes and assessments related to its income and payroll.
10. Assignment:  Seller may not assign this Agreement or any part of it (whether in whole or in part) without Solugen’s prior written consent at Solugen’s sole discretion.  Any purported assignment in violation of this provision shall be void. 
11. Waiver:  Neither Party’s exercise or non-exercise of any right or remedy granted or provided hereunder and/or under the Agreement will be construed as a waiver of any existing or subsequent right or remedy it may have against the other Party.
12. Severability.  Each provision hereof shall be interpreted so as to be effective and valid under applicable law. If any provision is nonetheless invalid or ineffective, such provision shall be severed and all other provisions shall remain in full force and effect.
13. Entire Agreement:  The Agreement constitutes the sole and entire agreement between Solugen and Seller with respect to the particular purchase and sale of the applicable Product(s).