HomeMy WebLinkAbout258363 05/10/16 +or_C�Ags
aY 1f. CITY OF CARMEL, INDIANA VENDOR: 359584
® ONE CIVIC SQUARE BRENNTAG MID SOUTH INC CHECK AMOUNT: $*******777.00*
CARMEL, INDIANA 46032 3796 RELIABLE PARKWAY CHECK NUMBER: 258363
CHICAGO IL 60666 CHECK DATE: 05/10/16
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
601 5023990 BMS352193 777.00 OTHER EXPENSES
VOUCHER # 161338 WARRANT# ALLOWED
359584 IN SUM OF $
BRENNTAG MID-SOUTH INC
3796 RELIABLE PARKWAY
CHICAGO, IL 60686-0037
Carmel Water Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO# INV# ACCT# AMOUNT Audit Trail Code
352193 01-6180-03 $777.00
Voucher Total $777.00
Cost distribution ledger classification if
claim paid under vehicle highway fund
Prescribed by State Board of Accounts City Form No.201 (Rev 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show, kind of service,where
performed, dates of service rendered, by whom, rates per day, number of units,
price per unit, etc.
Payee
359584
BRENNTAG MID-SOUTH INC Purchase Order No.
3796 RELIABLE PARKWAY Terms
CHICAGO, IL 60686-0037 Due Date 5/2/2016
Invoice Invoice Description
Date Number (or note attached invoice(s) or bill(s)) Amount
5/2/2016 352193 $777.00
I hereby certify that the attached invoice(s), or bill(s) is (are)true and
correct and I have audited same in accordance with IC 5-11-10-1.6
Date Officer
BRENNTAGA�':
BRENNTAG MID-SOUTH, INC.
1405 HIGHWAY 136 WEST
PO BOX 20
HENDERSON KY 42419-0020
INVOICE#: BMS352193 INV DATE: 4/27/16 PAGE I OF I
DUE DATE: 5/27/16
SOLD TO: SHIP TO:
CARMEL WATER CARMEL UTILITIES PLT 1
3450 WEST 131ST STREET 4915 E 106 ST
CARMEL IN 46074 CARMEL IN 46033
FEDERAL ID #: 610504545 DATE SHIPPED: 4/27/16 TERMS NET 30 DAYS
B/L #. . : 1383874-00 SHIP WHS: 29 SALESPRSN: 299
CUSTOMER # . : 407542 SHIP VIA: OUR TRUCK - PKG
CUSTOMER PO#: VERBAL FOB . - : DELIVERED
FRGT COMMENT: PREPAID TAX EX# : 356000972-001-9
PRO NUMBER
UNITS SHIPPED PROD # WGT/GAL TOTAL PTY UNIT PRICE EXTENDED
--------------------------------------------------------------------------------
1 .0000 253418 11 .87000 2000.0000# . 3710 742.00
2000.0000 # CYL CHLORINE, LIQUID (BMS ONLY)
>A RPK
--------------------------------------------------------------------------------
QUESTIONS, CALL 317-898-8632
* REMIT TO ADDRESS:
* BRENNTAG MID-SOUTH, INC
* 3796 RELIABLE PARKWAY ,
* CHICAGO IL 60686-0037 MERCHANDISE 742.00
INS & SEC SURCHARGE 35.00
.................
PAID ON OR PRIOR TO 5/27/16 INVOICE TOTAL USD 777 .00
PAID AFTER 5/27/16 INVOICE TOTAL USD 792.54
Original Document
Opt Con` inL1eo 'Froth Previous Page vwv gage z ',or
PHONE: 311-898-8632 4j27j16 21:09:17
FAM: BRENNTAG
BOLb . _ : 1382874-00 Delv Date: 4j28j16
Sold CARMEL WATER Customer: 407542 Ship To: 11 Ship Date: 4j28j16 .0 Ship From: 29
Yo:
3.450 WEST 181ST STREET Atin- Frt Terms: PREPAID Fri Code
CARMEL, IN 46074 1 FOB_ . . : DELIVERED Taken By : EM29CLF Sls Per _ : 299
Ship Via: OUR TRUCK - PKG Placed By: TERRY CLOUD
Recv Hrs: 5:00 AM- 3:00 PM Phone#- _ : 317-571.-2443
Ext: Phone: 31.7-571-2443 Ext: i Terms_ NET 30 DAYS Cust PO# : VERBAL
HM DESCRIPTION M QUANTITY PRODUCT CONTAINER;, GROSS
ORDERED BACK ORDERED CODE DEPOSIT WEIGHT
PING TRANSPORTATION:
CCN3170 EMERGENCY CONTACT: CALL CHEMTREC TOLL FREE AT 1-800-4243-9300 WEIGHT
24 HOURS j 7 DAYS IN LBS
RQ UN1017,
:."! ,CHLORINE
,CHLORINE,
IRO MARTNE'POLLUTANT
.. ; POTSON-INHALATION, HAZARD, ZONE
ERG #: 124
CHLOR.T.NE
CYL CHLORINE-„, LIQUID (BMS ONLY) 4 >A RPK 1.0000 253418 3360
jLoc: OSEO5
Qty-. 1.8.0000
: Pr.odudt picked from:
f Loi: 2 Loc: OSt~05; Qty: 1.0003
` EFr9ight Class_ _ __ 203 �•
Waight ,Pei- Gallon: 1.1..87000 Net Weight 2000.000 CYL
r _ Total Ne , Weight: 2,000 Total roes Weight: 3,360
R e c e i r.*die'
Date `/”
comma*-
_
ACCT 0 ,.,mcmj l s, A -------
Q o� t•L, _
properly'classified,described;packaged,marke , nit iseted,and are in p _.
ble regulations of the Department of Transportation. L` m4 _ By: „ Checked By: «.<.....,..,„.«...«. /
Vehicle: Driver: «,;
Y
S COVERED BY THIS DOCUMENT SHALL CONSTITUTE ACCFPTANCE � Miles: „ „ Time In/Time Out
ONDITIONS OF SALE STATED ON THE REVERSE SIDE R I I Wood Pallets Dl vd « Wood Pallets Rin:
«,„«,,, «
WLEDGESRECEIPT OFALL,REQUIRED SDS(S. ' Plastic Pallets Dlvd plastic Pallets
Date: Rin, . , ,.,, ,,.,««,«„««,.,.,,,
J
CUSTOMER COPY
GENERAL TERMS AND CONDITIONS(9-14-15)
1. Entire Agreement.This Agreement,including the Cover Sheet pages,any schedules hereto,and any Seller's Credit Application signed by Buyer constitute the final expression of the agreement assistance will be rendered at Buyer's sole risk.BUYER SHALL DEFEND,INDEMNIFY AND SAVE SELLER GROUP HAI
between Buyer and Seller with respect to the subject matter hereof and a complete,fully integrated and exclusive statement of their agreement in this regard and there are no understandings, INJURIES,LIABILITIES,ACTIONS,CLAIMS OR PROCEEDINGS OF WHATEVER NATURE ARISING DIRECTLY OR if
agreements,covenants,representations or warranties of any kind,express or implied,not expressly set forth herein.No provision of any purchase order or other document issued by Buyer will UNLOADING OF THE PRODUCTS S WHETHER OR NOT BASED ON SELLER GROUP'S ACTS OR OMISSIONS.
alter or add to the terms of this Agreement,and any such provision or modification will be void and of no effect. No modification or extension of this Agreement by Buyer will be binding unless it
is in writing and is signed by an authorized representative of Seller,and no modification of this Agreement shall be effected by the partles'course of dealing,usage,or trade custom. In addition, 10. Demurrage and Buyer's Delay.If Products are shipped In tank wagons or hopper trucks furnished by a carrier,all chi
no application of§2.207 of the Uniform Commercial Code(or its local equivalent)to`knock out"or otherwise modify,amend,supplement or supersede any terms or conditions of this Agreement, Buyer's account and shall be payable to Seller.Buyer shall unload and return delivery equipment to carrier within the tarif
shall have any effect and is expressly rejected. By taking delivery of Product,Buyer shall be conclusively deemed to have accepted and assented to these General Terms and Conditions.In the charges.If the delivery of Products is delayed or prevented by circumstances caused by Buyer;including,without limite
event that Buyer and Seller engage in any electronic transactions,including,but not limited to,electronic data interchange or facsimile exchanges,such electronic exchanges shall be considered associated with the delayed delivery,storage of the Products,insurance,and any costs incurred by Seller in making furthei
as valid and legally binding and shall be subject to the terms and conditions of this Agreement. 11. Revision of Price.Seller shall have the right to revise the price of any Product by written notice made by()email,(ii)regular
2. Separate Transactions.All Purchase Orders shall be subject to written acceptance by Seller. Each shipment shall constitute a separate and Independent transaction and Seller may recover for is prevented by any governmental restriction from increasing any price herein or from continuing any price already in effect,;
each such shipment without reference to any other.If Buyer is in default of any term or condition of this Agreement,Seller may,at its option,without waiving its right to terminale this Agreement, notice to Buyer. Notwithstanding the foregoing,Seller may adjust the price of any imported Product without notice at ar
defer further shipments hereunder until such default is remedied(in which event Seller may elect to extend the Term of this Agreement for a perlod of time equal to the period of time during which changes in applicable foreign exchange rates or any changes in customs duties or other governmental imposts.
shipments were so deferred),or,in addition to any other right or remedy at law or in equity,Seller may decline further performance of this Agreement.Seller may furthermore delay or refuse to
ship Product to Buyer if Buyer delays delivery,is in breach of any provision of this Agreement,or it in Seller's opinion the delivery or use of Product may result in an environmental health or safety 12. Payment,Price and Non-Price Charges;Credits.12.1 Unfil a specific order is accepted by Seller,quoted prices are subject ti
danger or hazard.Seller may,but shall not be obligated to,grant credit terms to Buyer. Acceptance of any order is subject to final credit approval by Seller. If,in the judgment of Seller,the Seiler.Seller reserves the right to correct any clerical or mathematical errors.12.2 Unless otherwise agreed in writing by Seller,pa
financial responsibility of Buyer shall at any time become impaired,Seller may,without notice to Buyer,suspend credit,cancel any unfilled orders,and/or decline to make furtherdeliveries under to Seller in lawful money of the United States at the location indicated on Seller's invoice.Acceptance by Seller of sales draft
this Agreement except upon receipt,before shipment,of payment in full or satisfactory security for such payment.Buyer agrees,upon request,to provide Seller with its most recent financial immediate collection of the full face amount thereof.Buyer agrees to pay all taxes(if any)upon the sale,delivery,storage and us(
statements and such other evidence of corporate and financial standing as Seller may reasonably request from time to time to evaluate Buyer's creditworthiness. new taxes,excises,duties or other charges which Seiler may be required to pay to any government(federal,state,provincial or I
any Product sold hereunder.12.31f Buyer does not pay on time,Seller may(i)place Buyer on C.O.D.,(it)suspend deliveries;andh
3. Product Returns.No Product sold hereunder shall be returned to Seller without Seller's.prior written permission.Approved Product returns shall be subject to a restocking charge equal to 259'. or the maximum allowed under applicable law,if less,on all overdue charges and interest.12.4 Buyer shall pay the fees and I
of the then current sale price FOB Seller's warehouse as indicated in the product return approval,with return freight charges for Buyer's account.For Product that cannot be returned,Seller may. (including temporary emergency,plant outage,insurance and fuel and energy surcharges)that Seller may assess,from time to t
in its discretion,provide Buyer with assistance on regulatory issues,disposal options and cost estimates. and may be amended or added at Seller's discretion.Any credit issued by Seller to Buyer on account of Products may only be aI
in cash.Any such credit will expire one(1)year after the date of issuance,and Seiler will have no obligation with respect thereto
4. Warranties.4.1 Subject to clauses 4.2,4.3 and 4.4,Seller will replace,if necessary,any Product that does not meet the"Product Specifications Submitted by Buyer',i1 any,on page one(1)of 12.5 Buyer shall have no right of set-off or withholding and no deduction of amounts due from Buyer to Seller shall be made with
the attached Cover Sheet cr if none,the manufacturer's specifications. Seller may,at its sole option,elect to credit Buyer for the purchase pace of any defective Product in lieu of replacement.
4.2 Replacement of,or credit for,defective Products is subject to and conditional upon:(a)Buyer's account with Seller being current and in good standing;(b)written notice from the Buyer within 13. Force Majeure;Allocation of Product. 13.1 Seller she not be liable in damages or otherwise,for delay or Impairment or
seven(7)days of delivery of any Product that does not meet specifications;(c)provision of independent evidencesatisfactory to Seller that the Product does not meet specifications;(d)the control,including without limitation,claims of force majeure,allocations of product,work stoppages orslow-downs,plant closures,
provision of a sample of the Product to Seller for testing;(e)proper storage and handling of the Product in accordance with Seller's or manufacturer's instructions;(f)decontamination of storage of fuel,power,raw materials or supplies,inability to obtain shipping space,transportation delays,fire,floods,accidents,riots,al
receptacles in accordance with statutory regulations and use of best practices prior to placing any Product in the receptacle;and(g)use of Products for their intended purpose.4.3 This Warranty Buyer waives any right to assert a claim against Seller m respect thereof.132 If,at any time,in Seller's opinion there is a perioi
excludes damage to or alteration of Products arising from circumstances outside the control or Seller,Including,without limitation,mixing of other chemicals or products.4,4 The Buyer agrees to inventory between Buyer and Seller's other customers In its sole discretion with no liability on Seller's part for failure to deliver the
use the Products in accordance with:(a)any instructions provided to It by Seller from time to time;(b)all federal,state arid local laws and regulations governing the storage,use and maintenance any right to assert a claim against Seller in respect thereof.
of the Products;and(c)best industry practices.4 5 The warranty in clause 4.1 constitutes Buyer's sole remedy and Seller's sole obligation with respect to Products furnished hereunder.THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY, 14, Shipping Methods and Schedules.Unless at the time of Buyer's acceptance of Seller's Quotation,Buyer specifies in w
NON-INFRINGEMENT,OR FITNESS FOR A PARTICULAR PURPOSE.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,NOTHING CONTAINED HEREIN SHALL BE CONSTRUED etc.),Seller will use its judgment in selecting tha carrier and route.Delivery schedules are estimated and assume timely re
AS A WARRANTY WITH RESPECT TO THE RESULTS OBTAINED OR OBTAINABLE FROM THE USE OF ANY PRODUCTS SUPPLIED OR THE WORK OR SERVICES PERFORMED BY SELLER Seller assumes no responsibility for delays.If Buyer delays delivery of any Product,Seller may invoice Buyer for such Pro(
HEREUNDER.4.6 Determination of the suitability of the Product(s)supplied hereunder for the uses and applications contemplated by Buyer and others shall be the sole responsibility of Buyer. r from Buyer.
5. Claims.No claim shall be allowable after any such Product has been processed in any manner,and claims on account of defect in quality,or loss of,damage to,or shortage in quantity of,the Product 15. General Provisions.15.1 If Buyer takes the benefit of or becomes subject to any provision of applicable bankruptcy or insolven
shall be deemed to be waived by the Buyer unless made In writing within seven(7)days from the date of receipt at destination,No action,regardless of form,arising out of the sale or delivery of Product notice,to Immediately terminate this Agreement. Seiler may also terminate this Agreement,in addition to any other rights Sellei
hereunder,may be commenced by Buyer more than one year atter the occurrence of the event giving rise to such cause of actlon. Seller,Buyer has failed to remedy a monetary or any other detauh.15.2 Buyer may not assign this Agreement without the prior v
shall include any assignment by merger or other operation of law.This Agreement shall be binding upon and Inure to the benefit
6. Limitation of Liability;Limitation of Damages;Remedies.BUYER ASSUMES AND RELEASES SELLER OF AND FROM ALL RISKS AND RESPONSIBILITY RESULTING FROM THE PURCHASE, hereto.Buyer will obtain a written assumption of this Agreement,inform acceptable to Seller,from any permitted transferee of Buy
HANDLING,USE,STORAGE,OR RESALE OF THE PRODUCTS,WHETHER USED SINGLY OR INA COMBINATION WITH OTHER PRODUCTS.SELLER ASSUMES NO OBLIGATION OR LIABILITY with the laws of the state In which the Sellers corporate office is located without reference to its conflict of law rules.Buyer,by t
FOR ANY TECHNICALADVICE GIVEN BY SELLER WITH REFERENCE TO THE USE OF THE PRODUCTS OR RESULTS WHICH MAY BE OBTAINED THEREFROM,AND ALL SUCH ADVICE IS have consented to the personal jurisdiction in the aforementioned state and to have waived any right to object to such judsdictlou
GIVEN AND ACCEPTED AT BUYER'S'SOLE RISK.BUYER HEREBY WAIVES ALL CLAIMS AGAINST SELLER FOR CONSEQUENTIAL DAMAGES,LOSS OF OR DAMAGE TO GOODWILL OR Party knowingly,voluntarily,and Intentionally waives,to the fullest extent permitted by applicable law,any right it may Ir
REPUTATION,LOSS OF USE,LOSS OF PROFITS OR BUSINESS OPPORTUNITIES OR ANY OTHER DIRECT,INDIRECT,SPECIAL,INCIDENTAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN or counterclaim arising out of or relating to this Agreement. Each Party represents that It has consulted or had the op
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN,AND BUYER AGREES TO DEFEND,INDEMNIFY AND HOLD dispute,controversy,or claim arising out of or related in any way to this Agreement and/or any sale and purchase or use of Prod
SELLER,ITS SUBSIDIARIES,AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES,DIRECTORS,OFFICERS AND AGENTS(COLLECTIVELY"SELLER GROUP")HARMLESS FROM amicably resolved by the parties shall be solely,exclusively and finally resolved by binding arbitration administered by the Amer
AND AGAINST ANY AND ALL CLAIMS,LOSSES,DAMAGES,LIABILITIES,COSTS AND EXPENSES ARISING OUT OF ANY USE,HANDLING,STORAGE OR RESALE OF THE PRODUCTS. riles.Judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction.Any party may serve
BUYER'S EXCLUSIVE REMEDY AND SELLER GROUP'S TOTAL LIABILITY HEREUNDER WHETHER IN CONTRACT,TORT,OR STRICT LIABILITY FOR INDEMNITY,DEFENSE OR OTHERWISE notice provision of this Agreement.The arbitration shall take place before a single arbitrator unless the amount In controversy c
SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE AMOUNT OF THE PRODUCT WITH RESPECT TO WHICH SUCH CLAIM IS MADE,SUBJECT IN ALL CASES panel of three(3)arbitrators,each of whom shall have experience with and knowledge of the chemical distribution Industry.If thr,
TO AN AFFIRMATIVE OBLIGATION ON THE PART OF THE CLAIMING PARTY TO MITIGATE ITS DAMAGES. IN THE CASE OF BULK DELIVERIES,SELLER GROUP'S TOTAL LIABILITY SHALL The two arbitrators thus appointed shall choose the third arbitrator. In the event three arbitrators are appointed,each parry shall
IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE DELIVERY OF PRODUCT IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM,SUBJECT IN ALL CASES TOAN arbitrator, Except as otherwise provided,each party shall bear its own costs relating to the arbitration proceedings irrespective
AFFIRMATIVE OBLIGATION ON THE PART OF THE CLAIMING PARTY TO MITIGATE ITS DAMAGES.BUYER HEREBY SPECIFICALLY WAIVES ALL OTHER RIGHTS,IFANY,TO INDEMNIFICATION between the parties.Arbitration shall tate place in'the state in which the Sellers corporate office is located.The language of th
BY SELLER WHICH MAY BEAVAILABLE AT LAW OR IN EQUITY,INCLUDING INDEMNIFICATION UNDERSTATE,FEDERAL,OR COMMON LAW.SELLER SHALL HAVE NO LIABILITY TO BUYER writing with written findings of fact and shall be final and binding on the parties.The arbitrator shall be empowered to award monel
HEREUNDER IF THE PRODUCT IS NOT USED IN ACCORDANCE WITH ITS INTENDED PURPOSE,THE MANUFACTURER'S INSTRUCTIONS OR THE REQUIREMENTS OF THE FEDERAL by this Agreement,or any Injunctive or any other equitable relief.This section Is the sole recourse for the resolution of any dispufc
FOOD,DRUG AND COSMETIC ACT OR OTHER APPLICABLE LAW. however,that nothing in this Agreement shall preclude either party from seeking injunctive or equitable relief in accordance with a
more than one year after the occurrence of the event giving rise to such demand.The parties hereby expressly exclude the applic
7. Safety.7.1 Buyer acknowledges that there may be hazards associated with the possession and use of the Product and its conlalners and shall assume all liability resulting from,cr)n any way connected Salo4lf @bath.`lti'ihlg'AgiEcrlteht;Tncluding,williout liQi ion,Article 35(2)thereof.15.4 Except as to revisions in price which
with,its or their possession,transportation,handling,resale or use or its or their suitability for any particular use.Buyer acknowledges the hazardous nature of the Product,and that it has a.duty to wam, nonnecfion with this Agra
ent,shall big sent o(,deliver fd ti writing and be made by(i)registered mail,(11)certified mail,return re
protect and train as appropriate.all persons who maybe exposed to these hazards. Buyer also acknowledges that Seller has provided it with appropriate Safety Data sheetk(`SDS'). Upon request.of the address and to tbe;a.,j,gr o�fie pe( ne's�eified on the Cover Sheet,which the parties agree to promptly update as ne
Buyer,Seller shall supply Buyer with additional SDS.Buyer understands that,the Product must not be handled or used without first consulting the SDS.Buyer will ensure th tail of ite'emptoyees-and'all - recei6s'db7°'re't"usSwd'by the other party.15.5 The waiver byefther party of any of its rights under this Agreement shall not be com
other persons who might become exposed to the Product receive and refer to copies of the SDS.7.2 In the event that Seller elects to respond to an emergency involving Xroduct sold by Seller,Buyer" prevent such party's right thereafter to enforce and.ppr"I strict compliance with each and every term or condition contained he:
hereby consents to,and releases Seller Group,from liability for,any actions Seller Group may take or fail to take in connection with such emergency.Buyer furthermore agrees to defend,indemnify and _ date s Il.notF4nstute a waiver of the Bu;egysblkJetlbnito make further payments on the specified due dates.Seller shall be c
.: .,.
save Seiler Group harmless from and against any and all losses,damages,injuries,liabilities,actions,claims or proceedings of whatever nature,arising directly or indirectly IR'd'otin2cfion'w'iIh svcli fees,In any surtbrought by SeI in connection with this A�reeri 15.6 If any provision or provisions of this Agreement shall t
emergency,whether or not based on Seller Group's acts or omissions. remaining provisions shall not in any way be affected or"aired.The paragraph headings are for convenience only and shall not[
formulae,drawings,illustrations descnptvetpatter'aga pdryculars contained in Seller's catalogs,website and marketing document
S. Returnable Containers.Buyer acknowledges that all returnable containers shall remain the property of Seiler and shall not be used by Buyer for purposes other than,the.storege of-Product - and ar�'•ttbtfi'e'pre's��ritations orwaranties of any kind.No discrepancy between the Products and the Descriptions will entitle the
delivered therein by Seller.Buyer undertakes to return such containers to Seller promptly when empty,but in no event later than ninety(90)days from the date of delivery.Buyer shall pay Sellgr'.s Seller may vary or amend this Agceemec y notice• writing to Buyer at anytime.Any variations or amendments,including,Who
container deposit charges,as established by Seller from time to time,and shall remit the amounts of such charges when making payment for the Product delivereif�therein.Container deposit the date.of the notice.15.9 If Buyer requests sEend'+netht to this Agreement,Seller may increase the price of Products to acc
charges shall be refunded to Buyer upon return of the containers,provided they are returned to Seller in good and reusable condition(normal wear and tear excepted)Mffita-anety{90)days of-----• and watill i�'Thg4ts not a"P'rofiibited Person"as defined,by the Office of Foreign Assets Control.15.11 Unless Buyer is authc
the date of delivery and have been used only for storage of the original contents.If returnable containers are not returned in such condition within ninety(90)days of delivery,the deposit shall be agreement with Seiler,the Products are supplied to Buye§(pr Buyer's'intemal use only,and Buyer may not repackage,resell at
forfeited and retained by Seller.In addition to the forfeiture of the deposit,Buyer shall be liable to Seller for an amount equal to the difference between the deposit and the replacement cost of any consehtbf Selier.Even if Seiler's consent is'grarjledlABuyar agrees to complywith all applicable export laws and regulations with r
returnable container that is not returned to the Seller.Buyer accepts sole responsibility for the disposal of any containers and their contents in accordance with applieablo,Jaw..Buyer agrees'to -.-- or entityW6d''t'w7tohibited Person"as defined by the Office of Foreign Assets Control.15.12 Buyer shall not use the Seller's
defend,indemnify,and save Seiler Group harmless from and against any and all claims,losses,damages,or expenses arising from Buyer's handing,use,storage,o�.disposal of any container .. - name,iNtltx`ifn3'iloRiain riariteS.'dr inaiKoorifii'sirigYy similar to the Sellers trademarks.Buyer acknowledges that Buyer is not bei
or its contents. Buyer may not use same without the prior written consent of Sailer.15.13 The relationship of the parties hereto is that of Buyer:
the parties,shall be construed to create or imply an employment or agency relationship or a partnership orjolnt venture relationship
9. Delivery. 9.1 Unless otherwise agreed in writing by Seller(a)at;prices are net,FOB carrier,Seller's warehouse and(b)title to and risk of loss of the Product shall pass to Buyer at F.O.B.point. or agents.Accordingly,neither party shall be empowered to bind the other party in any way,to incur any!lability or otherwise a
Seller is not responsible for any loss,damage,or delay that may occur after Products have been accepted for shipment by the carrier.Claims for shipping damages must be made directly with payment of its employees'salaries(including withholding of income taxes and social security),workers compensation,and all
the carrier.Applicable taxes,duties,foreign exchange,and other charges shall be calculated at the rate in effect at the time of transfer of title to Buyer.9.2 Buyer shall cooperate fully with Seller's records in connection.with the purchase and sale of Products.Such records will be retained by the Buyer for at least 24 months t
efforts to deliver Product,and shall be appropriately prepared to safety and promptly receive Product when delivered.9.3 Buyer is responsible for checking all Products to ensure that the correct whether Buyer has complied with its obligations under this Agreement,Seller will have the right,subject to appropriate provisions
volume,concentration levels,and type of Products have been received.Any shortage,excess,mis-shipment,or defect in any Product must be reported to Seller within seven(7)days of receipt provided such inspections do not unreasonably interfere with Buyer's business.15.15 The terms of this Agreement are strictly
of the Product by Buyer.Seller shall not be responsible for any claim for shortages or failure to meet specifications after this time.In case of bulk carload or lank car shipments,Seller's weight, Seller's prior written consent.15.16 This Agreement shall not be construed more strongly against either party regardless of whtcl
shall govern absent manifest error.9.4 Buyer shall provide adequate access to on site tanks,or other suitable receptacles;to allow for the efficient unloading of the Products.9.5 Late deliver{'or be executed'in one or more counterparts,each ofwhich will be deemed to be an original,but all of which together will constitute o
failure to supply shall in no event entitle Buyer to vary or cancel this Agreement,or to claim damages in respect thereof.Delivery of Products to Buyer's location shall coristifute delivery to Buyer; Signature by facsimile or by e-mail in portable document format(.pdf)shall also bind the parties to this Agreement.
and all risk of loss or damage shall thereupon be assumed by Buyer.9.6 Upon Buyer's reasonable request.Seller may,at its option,assist Buyer in loading or unloading Product,but.such