These Sales Order Terms and Conditions (these “Terms”) shall apply to the sale of any and all product(s) (“Product”) for which Solugen Blending LLC (or its expressly designated affiliate) (“Solugen”) and the counterparty purchasing such product(s) (the “Buyer”) have not entered into a separate definitive agreement. 

For the avoidance of doubt and notwithstanding anything herein or therein to the contrary (whether express or implied), the terms and conditions stated in Buyer’s applicable purchase order (“Order”) shall be void and of no effect except for the identity of the product(s), price for product(s), quantity of product(s), delivery destination(s) for the product(s), and payment terms (collectively the “Commercial Terms”). By placing an Order, Buyer makes an offer pursuant to these Terms, including the Commercial Terms and no other terms.  Solugen has the right, in its sole discretion to accept or reject any Order. Solugen may accept an Order by confirming the same in writing, verbally, by invoice, or by delivering the Product, whichever occurs first.  No Order is binding on Solugen unless accepted by Solugen as provided herein.

1. Performance:  Solugen will use commercially reasonable efforts to achieve the delivery date(s) stated in the applicable Order, but such date(s) are not guaranteed.  Buyer may not cancel an Order once it becomes binding, unless (i) Solugen authorizes cancellation in writing, and (ii) Buyer agrees to pay a ten percent (10%) restocking fee. Solugen may, without liability or penalty, cancel any Order prior to the applicable delivery date. 
2. Title and Risk of Loss: Title to Product will transfer when Product made available for loading into transport at Solugen’s facility.  Risk of loss transfers according to the Incoterms stated in the Order.  If no Incoterms are stated, then delivery shall be made on an Ex Works basis at the applicable Solugen facility.
3. Quantities:  Solugen may deliver quantities up to five percent (5%) above or below the quantity stated in the Order.  In the absence of proof of error, the quantity stated on Solugen’s applicable invoice shall be definitive.
4. Warranties:  Solugen’s sole and exclusive warranty is that the Product will conform to the specifications reference by, or attached to, the Order (with priority going to an attachment in the event of conflicting reference and attachment).  If specifications are not so referenced or attached, then Solugen warrants that the Product will at the time of delivery conform to Solugen’s certificate of analysis (the “COA”).  SOLUGEN MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND CONCERNING THE PRODUCT, WHETHER OF MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE, AND NONE SHALL BE IMPLIED.  The applicable COA shall be definitive as to the specifications of Product delivered unless Buyer provides clear and convincing evidence of non-conforming Product at the time of delivery and provides the same to Solugen in writing within thirty (30) days from the applicable delivery date, along with all facts necessary to fully support the claim at Solugen’s sole discretion (the timely provision of such evidence and facts constitutes a “Valid Claim”).  For each Valid Claim, Solugen shall, at its sole discretion, either (a) replace the non-conforming Product, or (b) refund Buyer or not bill Buyer for the non-conforming Product, as applicable.  THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS.  BUYER EXPRESSLY DISCLAIMS ANY AND ALL OTHER REMEDIES.
5. Limitation of Liability:  NOTWITHSTANDING ANYTHING TO THE CONTRARY, SOLUGEN’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, INCLUDING WITHOUT LIMITATION FOR BREACH OF CONTRACT, BREACH OF WARRANTY, BREACH OF STATUTORY DUTY, AND/OR TORT, SHALL NOT EXCEED THE VALUE OF THE APPLICABLE ORDER GIVING RISE TO SUCH LIABILITY.
6. 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.
7. Compliance with Law:  Solugen and Buyer shall each in connection with the Order comply with all applicable laws, rules, regulations, and other requirements, whether federal, state, or local.
8. Disputes:  Any dispute arising in connection with the Order 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.
9. SDS:  Solugen will furnish Buyer with Safety Data Sheets (“SDS”) where necessary.  Buyer will disseminate the same to all persons Buyer foresees may be exposed to the Product and as otherwise required by law.  Buyer shall develop and distribute its own branded SDS and certificates of analysis in the event that Buyer processes, alters, mixes, or incorporates the Products into another material or exchanges or otherwise transfers the Product, which Buyer SDS shall not refer to or include information regarding Solugen.
10. Force Majeure:  Neither Buyer nor Solugen shall be in breach of the Order to the extent that the affected party cannot perform due to the occurrence of any circumstances that are outside of the affected party’s reasonable control and which circumstances could not have been avoided by the exercise of reasonable diligence, or that is caused by (i) an act of God, explosion, landslide, or earthquake, (ii) storm, hurricane, flood, tsunami, or other unusually adverse weather condition, (iii) riot, war, terrorism, revolution, blockade, or embargo, (iv) epidemic, pandemic, or quarantine restriction, (v) compliance with any actually applicable law, regulation, ordinance, order, demand, or request of any international, national, local, or other governmental authority, agency, or body, or (vi) unplanned shutdown or maintenance affecting the plant producing or consuming the Product (collectively, “Force Majeure”).  Notwithstanding anything to the contrary, this Section 10 shall not in any case apply to Buyer’s obligations to pay amounts due hereunder or accept delivery of Product.  Solugen may allocate its available supply of Product on such basis as Solugen deems to be fair and reasonable if Solugen suffers a shortage with respect thereto.
11. Taxes:  Buyer shall be solely responsible for any and all taxes, duties, assessments, and other charges imposed on each of the following: (i) Product; (ii) production of the Product; and (iii) feedstocks or other raw materials used to produce Product (collectively, “Taxes”).  Solugen may at any time within three (3) years from delivery of the applicable Product invoice Buyer for Taxes, and Buyer shall pay such invoice within thirty (30) days from receipt thereof.  For the avoidance of doubt, Buyer’s obligations under this paragraph are in addition to the sales price for the Product.  Notwithstanding the foregoing, Solugen shall be responsible for all taxes and assessments related to its income and payroll.
12. Waiver:  Neither Solugen’s nor Buyer’s exercise or non-exercise of any right or remedy granted or provided hereunder and/or under the Order will not be construed as a waiver of any existing or subsequent right or remedy it may have against the other party.
13. 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.
14. Entire Agreement:  The Order constitute the sole and entire agreement between Solugen and Buyer with respect to the particular purchase and sale of the applicable Product.