General Terms & Conditions of Sale

1. Definitions and Interpretation
   
   In these Conditions, unless the context otherwise requires, the following definitions shall apply:
   
   "Buyer" means the person whose Purchase Order for the Products is accepted by the Seller.
   
   “Seller” means the DKSH Canada Corp. and/or Northspec Chemicals USA Inc. entities identified as the seller on the Order Confirmation.
   
   "Conditions" means the general terms and conditions of sale set out in this document and (unless the context otherwise requires) including any additional special terms and conditions agreed in writing between the Buyer and the Seller.
   
   "Contract" means the agreement between the Buyer and the Seller relating to the sale and purchase of the Products, consisting of the Specification, the Conditions and the Order Confirmation.
   
   "Delivery" means when the Seller has made the Products available to the Buyer at the place or with the carrier agreed upon in accordance with the Incoterms (as defined in the Incoterms in force on the date the Contract is concluded) set out in the Contract and "Delivered" and "Deliver" shall be construed accordingly.
   
   "Products" means the goods which the Seller is to supply in accordance with the Conditions. "Seller" means the Northspec Chemicals Corporation and/or Northspec Chemicals USA Inc. entities identified as the seller in the Order Confirmation.
   
   "Specification" means the specification for the relevant Product as set out in the products technical data sheet (TDS) and/or certificate of analysis (COA).
   
   "TDS" the technical data sheet for the relevant Product as provided by the Seller to the Buyer.

1. Basis of the sale
   1. The Buyer may issue an order (the "Purchase Order") in writing based on the Seller's quotation and TDS. No Purchase Order shall be deemed accepted by the Seller until its authorised representative issues a written confirmation ("Order Confirmation") to the Buyer, at which point a binding Contract shall come into existence. Each Order Confirmation shall contain the price, quantity, payment terms and estimated Delivery date for the Products.
   2. These Conditions shall govern the Contract to the exclusion of any terms and conditions submitted by the Buyer (including, without limitation, the Buyer's standard terms of purchase). To the extent of any conflict between these Conditions and the provisions of any Order Confirmation, the Order Confirmation shall prevail.
   3. No variation of these Conditions shall be binding unless agreed in writing between the authorised representative of the Seller and the Buyer. 

1. Purchase Orders and Specifications
   1. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Purchase Order (including any applicable Specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
   2. Unless otherwise agreed in writing, the properties of specimens and samples provided by the Seller to the Buyer are non-binding, and the quantity, quality and description of the Products shall be those set out in the Order Confirmation and the Specification.
   3. Any technical advice or recommendation provided by the Seller to the Buyer as to the storage, application or use of the Products (whether provided verbally or in writing) is given to the best of the Seller's knowledge and shall not relieve the Buyer from undertaking its own investigations and tests.
   4. Unless otherwise agreed in writing between the Seller and the Buyer, the Buyer shall be responsible for compliance with all laws and regulations regarding import, transport, storage and use of the Products.
   5. No Purchase Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
       

1. Price of the Products
   1. The price of the Products shall be the price set out in the Order Confirmation.
   2. The Seller reserves the right by giving notice to the Buyer at any time before Delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any significant increase in the costs of labour, materials or other costs of manufacture), any change in Delivery dates, quantities or specifications for Products which is requested by the Buyer, or any delay caused by instructions of the Buyer or failure of the Buyer to give the Seller accurate information or instructions.
   3. Buyer represents that it is solvent at the time it places any purchase order with Seller. Buyer agrees to pay the prices quoted in the Seller’s order confirmation and is responsible for any additional applicable costs or price changes in effect on the date of shipping, as well as shipping and handling charges, fuel surcharges, taxes, and duties.

1. Payment Terms and Security
   1. Unless otherwise agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer with the price of the Products on or at any time after Delivery of the Products, unless the Products are to be collected by the Buyer or the Buyer wrongfully fails to take Delivery of the Products, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Products are ready for collection or (as the case may be) the Seller has tendered Delivery of the Products.
   2. Unless the parties have agreed specific payment terms in the Contract, the Buyer shall pay the price of the Products no later than the 30 days from receipt of invoice. All payments shall be made in full in the specific currency as agreed to in the Contract without any deductions.
   3. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: (a) cancel the Contract or suspend any further deliveries to the Buyer; (b) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 1.5% per month (18% per year) or the maximum lawful rate, whichever is less.
   4. Buyer agrees to pay Seller’s costs of collection, including reasonable attorneys’ fees, expenses, and court costs, if any, incurred by Seller, and all applicable interest charges.

1. Delivery
   1. Delivery of the Products shall be made at the location and in accordance with the Incoterms set out in the Order Confirmation.
   2. The Seller shall endeavour to Deliver the Products by the date quoted for Delivery, but such date is not guaranteed. The date quoted for Delivery shall be extended by a reasonable period if there is any delay caused by an industrial dispute or by any cause beyond the reasonable control of the Seller. The Products may be Delivered by the Seller in advance of the quoted Delivery date upon giving reasonable notice to the Buyer.
   3. Buyer shall provide to Seller detailed shipping instructions within a reasonable time prior to shipment. Buyer shall be responsible for any increased costs or delays in delivery resulting from Buyer’s failure to supply such instructions in a timely manner. Buyer may not withhold payment in the event of delay caused by Buyer.
   4. Buyer is responsible for verifying all Products to ensure Products are delivered without damage and that the correct grade, quantity, and packaging have been received.
   5. Buyer is responsible for verifying all Products to ensure Products are delivered without damage and that the correct grade, quantity, and packaging have been received.

1. Risk and Property
   1. Title and risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, Seller’s title and risk of loss shall pass to Buyer upon delivery to carrier at point of shipment at Seller’s warehouse as all sales are EXW Seller’s location unless Buyer and Seller agree otherwise in writing.
   2. Buyer accepts Seller’s point of shipment weights and measurements unless proven incorrect. On sales made on an FOB delivered basis, no allowances for shortage or damage will be made by Seller unless Buyer supplies an acknowledgement from the carrier that same occurred in transit. On all sales made on an FOB Seller’s warehouse, Buyer will, in the event of loss or damage in transit, file its own claim with the carrier.
   3. In no event shall Buyer be entitled to set off against any amount payable by Buyer in connection with sale of Product hereunder any amount owed by Seller to Buyer arising from this transaction or any other transaction or agreement between Buyer and Seller.

1. Notification of Claims
   1. The Buyer must conduct appropriate inspection and testing of all Products delivered to confirm the quality and quantity prior to any processing, mixing or use of the Products.
   2. Buyer acknowledges that on occasion Seller acts as a distributor for Products not branded and/or not packaged by Seller and that matters relating to the quality of such Products are not within the Seller’s control. The manufacturer’s warranty may apply.
   3. Any claim which is based on any defect in the quality or condition of the Products or their failure to correspond with the Specification shall (whether or not Delivery is refused by the Buyer) be notified in writing to the Seller within 10 days from the date of Delivery (or attempted Delivery) or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.
   4. If Delivery is not refused, and the Buyer does not notify the Seller of any claim in accordance with the provisions of this clause, the Buyer shall not be entitled to reject the Products and the Seller shall have no liability for such defects or failure, and the Buyer shall be bound to pay the price as if the Products had been Delivered in accordance with the Contract.

1. Warranties, Liability and Remedies
   1. The Seller warrants that the Products will correspond with the Specification, (or with any other specification expressly agreed in writing between the Buyer and the Seller at the time of Delivery) and will be free from defects in material and workmanship on Delivery.
   2. Seller makes no other representation or warranty, express or implied, regarding the product including the quality or performance of the product. Seller hereby disclaims all other warranties, including any implied warranties or conditions that the product will be merchantable or fit for buyer’s particular purpose and any warranties or conditions arising by statute or otherwise in law, or from a course of dealing or usage of trade. Buyer represents that it has independently determined the suitability of the Product for Buyer’s use.
   3. Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet the Specification is notified to the Seller in accordance with these Conditions, the Seller shall, at its sole discretion, replace the Products (or the part in question) or refund to the Buyer the price of the Products (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
   4. Replacement of and/or credit for non-confirming Products is subject to and conditional upon:
      1. Buyer’s account with Seller being current and in good standing;
      2. Seller receiving timely written notice of alleged non-conforming Product from the Buyer;
      3. Seller receiving timely written notice of alleged non-conforming Product from the Buyer;
      4. The provision of samples of the Product for testing;
      5. Proof of proper storage of the Product in accordance with Seller’s and/or manufacturer’s instructions; and
      6. Description of Buyer’s use of the Product
   5. Any tests to be conducted to determine the Product for non-conformance with any specifications shall be mutually agreed upon and Seller shall be notified of, and may be represented at, all tests that may be made by or for Buyer.

1. LIMITATION OF LIABILITY AND INDEMNIFICATION
   1. In no event shall seller’s total liability for any and all losses and damages out of this contract, due to any cause whatsoever (whether such cause be based on negligence, strict liability or otherwise), exceed the purchase price of the product in respect to which such cause arises. In no event shall the seller be liable for direct, indirect, incidental, special, punitive, exemplary, speculative, or consequential damages, even if seller is advised of such damages.
   2. Buyer acknowledges that the products sold under this agreement are or may be suspected to be hazardous to human health and buyer assumes all risk and liability for the use (or misuse) of the products. Buyer shall familiarize itself and keep informed (without reliance on seller) with respect to any hazards to persons or property involved in handling and using the products and the containers in which such products are shipped. Buyer shall advise its employees, independent contractors, and others who handle and use the products for buyer and shall take such action as is reasonably necessary to advise others, including without limitation the customers of the buyer, who are foreseeably the ultimate users of the products, of the suspected or proven hazards of the products.
   3. Buyer assumes all risks and responsibility resulting from the handling, use, storage, sale, or resale of the products, whether used singly or in a combination with other products. Seller assumes no obligation or liability for any technical or safety advice given by seller with reference to the use of the products or results which may be obtained therefrom, and all such advice is given and accepted at buyer’s sole risk.
   4. Due to what may be the hazardous nature of the products sold hereunder, it is recognized that the buyer purchases such products solely at the buyer’s risk, and that in no event shall the seller be liable for direct, indirect, incidental, special, punitive, exemplary, speculative or consequential damages, even if seller has been advised or has notice of the possibility of such damages, and buyer agrees to defend, indemnify and hold seller, its subsidiaries, affiliated companies and their respective employees, directors, officers and agents (collectively, “seller’s relatives”) harmless from and against any and all claims, losses, damages, liabilities, judgments, settlements, costs and expenses arising out of such use, handling, storage, sale or resale of the products.
   5. Buyer’s sole and exclusive remedy and seller relatives’ total liability hereunder, whether in contract, tort, or strict liability for indemnity, defense or otherwise shall be limited to the purchase price paid by buyer for the product with respect to which such claim is made, subject in all cases to an affirmative obligation on the part of the claiming party to mitigate its damages. Buyer hereby specifically waives all other rights, if any, to indemnification by seller which may be available at law or in equity, including indemnification under all applicable governing law. Seller shall have no liability to buyer hereunder if the product is not used in accordance with its intended purpose, the manufacture’s instructions or the requirements of any applicable law.

1. Force Majeure
   The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Products, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
   
   
   1. Act of God, explosion, flood, tempest, fire or accident;
   2. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or third parties);
   3. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
   4. import or export regulations or embargos;
   5. difficulties in obtaining raw materials, labour, fuel, parts or machinery; and power failure or breakdown in machinery.