1. Packing and Transportation: Unless otherwise specified on the front sheet of this Agreement, all charges for packing, crating, bagging, storage and transportation to point of delivery are included in the purchase price.
2. Time is of the Essence: Delivery of the product described on the front sheet of this Agreement, (hereinafter the "Product") at the time(s) specified herein, are of the essence of this Agreement.
3. Warranty: Seller warrants that the Product sold hereunder conforms to the description under "Product and Product Specifications" on the front sheet of this Agreement, that the Product does not have any qualitative or quantitative deficiencies of any kind and that Seller has the title to the Product at the time of its delivery, and that Product conforms with all applicable, federal, state, and local laws, ordinances and regulations.
4. Intellectual Property: Seller agrees to hold Buyer harmless from any liability, as well as from all costs and expenses, in the event of any claim of patent or trademark infringement by reason of the use or sale of the Products by Buyer or its sub-purchasers.
5. Termination: Either party may terminate this Agreement forthwith by giving written notice to the other in any of the following events: (a) if the other party commits a breach of any terms and conditions of this Agreement, or of any other agreements in force between the parties (with reference to parties shall also include any affiliate of the parties), and fails to remedy that breach (if capable to remedy) within ten (10) days after the breaching party receives written notice thereof, and (b) if the other party enters into compulsory or voluntary liquidation (not being a voluntary liquidation for the purpose of reconstruction or amalgamation), or has a receiver or administrator appointed to any part of its assets, or if it suffers any analogous process under any foreign law.
6. Terms of Payments: Unless otherwise agreed, payment shall be made within 30 days after the month in which a contractual delivery has taken place, with the provision that the earliest date of payment shall be within 30 days after receipt of a correct invoice and the other documents to be provided by Seller.
7. Force Majeure: The obligations of either party under this Agreement shall be suspended during the time the party is prevented or hindered from complying therewith in whole or in part by reason(s) of an occurrence not within its reasonable control, provided such occurrence could not have been reasonably foreseen by it at the time this agreement was entered into and is not reasonably avoided or overcome (“Force Majeure”).
The party invoking Force Majeure shall inform the other party thereof without undue delay. Should Force Majeure continue for more than 90 consecutive days, the unaffected party shall be entitled to cancel the unperformed part(s) of this Agreement without further liability with immediate effect thereafter by giving written notice to the other party.
8. Confidentiality: This Agreement, as well as information relating to the performance hereunder, shall remain private and confidential between the parties, except that disclosure as determined by law or competent court, or to advisers and affiliates, shall be permitted.
9. Indemnity: Seller shall indemnify Buyer for any claim made by any third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Product.
10. Title: Title in the Product shall pass from Seller to Buyer upon delivery of the Product to the Buyer or its nominated representative.
11. Amendments, Headings and Severability: This Agreement constitutes the entire understanding between the parties in relation to the subject matter hereof and supersedes all prior agreements and understandings whether oral or written with respect thereto. All additions and amendments to this Agreement shall be in writing and signed by both parties. All headings contained in this Agreement are for reference purposes only and shall not be deemed to form a part of the Agreement nor affect the interpretation thereof. If any provisions of this Agreement is or becomes illegal, void, or invalid, that provision shall not affect the legality of the other provisions.
12. Other Terms: None of any terms contained in any of Seller's documents, which are in addition to or in conflict with any of the terms and conditions contained in this Agreement, shall be incorporated into the terms of this Agreement.
13. Assignment: This Agreement is not assignable by either Buyer or Seller, without written consent by the other party, provided however that Buyer may assign the Agreement to any company which, directly or indirectly, is controlling, controlled by or under common control by the Buyer.
14. Corporate Governance - Code of Conduct: Seller shall apply standards of business conduct in the conduct of its business which are consistent with Yara’s Code of Conduct for Business Partners, details of which are referenced at link as follows: http://yara.com/about/corporate_governance/ethics_program_and_conduct, or a copy of which is available upon request from Buyer. Non-compliance by the Seller of the terms of the Code of Conduct shall entitle Buyer to terminate the Agreement immediately without liability. Buyer may perform an integrity due diligence review of the Seller to ensure compliance with the Code of Conduct for Business Partners. Seller shall fully cooperate with Buyer in the performance of such review, and (if applicable) comply with any and all reasonable requests for information and documentation.
15. Product Stewardship - Health, Environment, Safety and Quality: Seller agrees to follow all Health and Safety laws and regulatory requirements, codes and/or standards that apply to Seller up to and including the point of delivery of Product as defined by this Agreement. Seller to provide a copy of the Safety Data Sheet. Further, Seller shall comply with all of the Buyer’s corporate health, environment, safety and quality policies which the Buyer may communicate to Seller in writing from time to time.
16. Law and Arbitration: This Agreement shall be governed by and construed in accordance with laws of the State of Florida, without regard to any conflicts of law. Any dispute or difference between the parties in connection with this Agreement shall be referred to and finally resolved by arbitration conducted in Tampa, Florida, USA, in accordance with the rules of the American Arbitration Association.