Legal / Terms & Conditions

Terms and Conditions

1. You should assume that everything you see or read on the Site is copyrighted material unless otherwise noted, and may not be used except as provided in these Terms and Conditions or in the text on the Site without the written permission of Parex USA. Parex USA neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with Parex USA.


2. While Parex USA uses reasonable efforts to include accurate and up to date information in the Site, Parex USA makes no warranties or representations as to its accuracy. Notwithstanding the foregoing, Parex USA assumes no liability or responsibility for any errors or omissions in the content of the Site.


3. Your use of and browsing in the Site are at your risk. Neither Parex USA nor any other party involved in creating, producing, or delivering the Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Parex USA also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.


4. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by Parex USA or its affiliates and related entities for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Parex USA is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.


5. Images of people or places displayed on the Site are either the property of, or used with permission by, Parex USA. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.


6. The trademarks, logos, and service marks (collectively, the "Trademarks") displayed on the Site are registered and unregistered Trademarks of Parex USA and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Parex USA or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that Parex USA will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.


7. Parex USA has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.


8. Although Parex USA may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site, Parex USA is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Parex USA will fully cooperate with any law enforcement authorities or court order requesting or directing Parex USA to disclose the identity of anyone posting any such information or materials.


9. Software from this Site is further subject to United States Export Controls. No software from this Site may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.


10. Parex USA may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.


11. The materials in Parex USA's web sites are generally presented for the purpose of entertainment, education and promotion of Parex USA's products available in the United States, its territories, possessions, and protectorates. This site is controlled and operated by Parex USA from its offices in California. Parex USA makes no representation that materials in Parex USA's site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.


12. This agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or Parex USA brings to enforce this agreement or, in connection with, any matters related to this site shall be brought only in either the state or Federal Courts located in California, and you expressly consent to the jurisdiction of said courts. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by Parex USA.


Terms and Conditions of Sale

All product sales of Parex USA, Inc., its subsidiaries or affiliates (collectively, “Parex”) shall be subject to the following Terms and Conditions of Sale (“Terms and Conditions of Sale”):

  1. Any order from a purchaser of Parex products (“Purchaser”), whether relating to a quotation or offer by Parex (“Parex Quotation”), or otherwise, shall not constitute an acceptance by Parex until such order has been accepted by Parex in writing.

  2. Parex reserves the right to modify any Parex Quotation until written acceptance by Parex of an applicable order from Purchaser.

  3. These Terms and Conditions of Sale shall be applicable to, and incorporated by reference into, any sale, or documentation relating to the sale, of Parex’s products. To the extent there is a conflict between these Terms and Conditions of Sale, and the terms and conditions of any other documentation, including without limitation, a purchase order or request for quotation, such conflicting terms and conditions are rejected and are of no effect.

  4. Parex reserves the right to correct all typographical and clerical errors in any Parex Quotation, proposal, acknowledgment, or invoice.

  5. Parex reserves the right to revise or otherwise modify these Terms and Conditions of Sale from time to time. Any revised Terms and Conditions of Sale will be posted on Parex’s website,, and will thereafter be immediately effective for sales of Parex products.

  6. Stated shipment and delivery times for Parex products are estimates which shall commence upon (i) the date of Parex’s written acceptance of Purchaser’s orders, and (ii) Parex’s receipt of all required information from Purchaser. Parex shall not be liable to Purchaser or Purchaser’s customers for any damages relating to failure to deliver Parex products on a specified date.

  7. Purchaser shall not return for credit or refund any Parex products without the prior written approval of Parex. All returns, unless a result of Parex’s error, are subject to a 20% restocking fee. Custom made products cannot be returned.

  8. Any freight costs relating to Parex products returned due to (i) Purchaser’s error shall be borne by Purchaser or (ii) Parex’s error shall be borne by Parex. Subject to the preceding sentence, all returns must be accompanied by a written return authorization issued by Parex, such that any unauthorized returns will be rejected.

  9. Prior to each use of any product of Parex, the user must always read and follow the warnings and instructions on the product’s most current product label, Product Data Sheet, and Safety Data Sheet which are available at or by calling Parex’s Technical Department at (800) 226-2424. Nothing contained in any Parex literature or materials relieves the user of the obligation to read and follow the warnings and instructions for each Parex Product as set forth in the current product label, Product Data Sheet and Safety Data Sheet prior to use of the Parex product.

  10. LIMITED WARRANTY. Parex warrants for one (1) year from the date of installation that each Parex product shall be free from manufacturing defects and meet the technical properties on the current Product Data Sheet if used as directed and within the product’s shelf life. User determines suitability of product for intended use and assumes all risks. Purchaser’s and/or User’s sole remedy shall be limited to the purchase price or replacement of this product exclusive of any labor costs. NO OTHER WARRANTIES EXPRESS OR IMPLIED SHALL APPLY INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PAREX SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR SPECIAL OR CONSEQUENTIAL DAMAGES. PAREX SHALL NOT BE RESPONSIBLE FOR THE USE OF THIS PRODUCT IN A MANNER TO INFRINGE ON ANY PATENT OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS HELD BY OTHERS.

  11. All prices of Parex products shall be in United States Dollars (USD).

  12. Unless otherwise agreed to in writing between Parex and Purchaser, (i) the delivery terms of the Parex products shall be Ex Works from the applicable Parex facility, and (ii) risk of loss of the Parex products shall pass to Purchaser upon delivery to Parex’s designated carrier.

  13. Unless otherwise agreed to in writing between Parex and Purchaser, payment of Parex products shall be due simultaneously with delivery of such products.

  14. Orders placed by Purchaser for Purchaser retrieval which are not retrieved within 30 days of confirmed ready date are subject to, at Parex’s option, either: 1) cancellation of the order; or 2) delivery to Purchaser with Purchaser to pay all freight costs.

  15. If a payment is not made by Purchaser when due, a late charge will be paid by Purchaser from the due date until the date of the actual collection by Parex, calculated at the lesser of (i) one and one-half (1.5%) percent per month; and (ii) the highest rate permitted by law (“Late Charge”). Such Late Charge shall be in addition to, and not in lieu of, Parex’s other rights and remedies for Purchaser’s default or nonperformance.

  16. Title to all Parex products sold to Purchaser shall remain in the name of Parex until full payment has been made by Purchaser, and to the extent applicable, Parex reserves a security interest in, and Purchaser hereby grants to Parex, a security interest in the Parex products sold pursuant to Purchaser and the proceeds thereof, with the right of Parex to take possession and dispose of the Parex products and such proceeds if any such amount is not paid when due. Purchaser agrees to execute and deliver, upon Parex’s request and at Purchaser’s expense, any and all instruments, including without limitation, financing statements under the Uniform Commercial Code (“UCC”) and amendments thereto, which Parex may deem necessary or desirable in order to evidence record or perfect such title and security interest, and Purchaser specifically authorizes Parex to file such instruments with such information in any jurisdiction deemed necessary by Parex without the signature or any authorization of Purchaser, to the extent permitted by law. With each order, Purchaser represents to Parex that Purchaser is solvent. In the event of Purchaser’s default, Parex shall have the rights of a secured party, including, without limitation, those rights under the UCC.

  17. Purchaser shall indemnify, defend, and hold harmless Parex, its parent, subsidiaries, and affiliates, and its and their officers, directors, employees, agents, successors and assigns from and against, any and all losses, lawsuits, judgments, liabilities, damages, injuries, fines, costs or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”), including but not limited to, Losses incurred in connection with or alleged with regard to, or otherwise relating to any claim, demand, proceeding, action, or suit by any third party (collectively, “Claims”), in each case arising from Purchaser’s use, application, or installation of Parex products, or otherwise relating to Purchaser’s obligations under these Terms and Conditions of Sale.

  18. Notwithstanding anything to the contrary, Parex shall not be liable for any failure to perform or delay to the extent caused by any event or circumstance which is beyond the control of Parex, including without limitation, Acts of God, fires, floods, hurricanes, earthquakes, accidents, explosions, wars, acts of terrorism, embargoes, delays of carriers, sabotage, strikes, labor disturbances, shortages of power, or lack of, or inability to obtain, sources of materials, fuel, supplies, or equipment.

  19. These Terms and Conditions of Sale constitute the entire agreement between Parex and Purchaser relating to the sale of Parex’s products.

  20. These Terms and Conditions of Sale and the obligations of Purchaser hereunder shall not be assigned, delegated, or transferred, by operation of law or otherwise, without the prior written consent of Parex.

  21. If any provision of these Terms and Conditions of Sale is held by a court of competent jurisdiction to be void or unenforceable, such provision shall have no effect upon the enforceability of any other provision of these Terms and Conditions of Sale.

  22. CHOICE OF LAW . These Terms and Conditions of Sale, and all matters relating to the sale of Parex products, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to its conflicts of laws principles.

  23. FORUM/JURISDICTION . Any dispute relating to these Term and Conditions of Sale, and all matters relating to the sale of Parex products, shall be subject to the exclusive jurisdiction and venue in the state and federal courts located in the State of California.

Terms and Conditions of Purchase

(hereinafter PAREX USA, INC. shall be referenced as “Buyer” or “Parex”)

  1. ACCEPTANCE - Except to the extent Buyer otherwise expressly agrees in writing, all purchases of product by Buyer from a seller of such product (the “Seller”) shall be made on these Terms and Conditions of Purchase (the “Terms and Conditions”).  These Terms and Conditions are applicable to, are an integral part of, and incorporated by reference into, every purchase order delivered by Buyer to Seller. Unless otherwise provided herein, the written acceptance by the Seller of a purchase order or the commencement of any work or the performance of any services under such purchase order by Seller (including the commencement of any work or the performance of any services with respect to samples) shall constitute (a) acceptance by Seller of such purchase order and (b) an agreement by Seller that it has read these Terms and Conditions and that Seller understands and agrees to be bound by these Terms and Conditions.  Notwithstanding the foregoing, any and all terms, conditions, or provisions specified by Seller in its acceptance, confirmation or acknowledgement of Buyer’ purchase order, that in any way change, modify, amplify, differ from or add to the terms of the purchase order and these Terms and Conditions are rejected and null and void, even if Buyer does not expressly object to such terms and conditions, unless specifically accepted by Buyer in writing.


a.  Shipping Releases – Unless specific shipping instructions are provided in a purchase order, Seller shall not purchase, fabricate or ship any of the items covered by a purchase order, except to the extent authorized in written instructions furnished to Seller by Buyer. Buyer shall have no responsibility for goods for which such written instructions have not been issued.  Shipments in excess of those authorized may be returned to Seller and Seller shall pay Buyer for all packing, handling, sorting, and transportation expenses incurred in connection with such shipments. Buyer may, from time to time, issue written instructions changing shipping schedules specified in a purchase order or direct temporary suspension of scheduled shippings.
b.  Packing, Marking and Shipping – All goods shall be properly packed, marked, and shipped at the lowest transportation rates in accordance with Buyer’s instructions and the requirements of the common carrier transporting items referenced in a purchase order. Seller shall reimburse Buyer for all expenses incurred by Buyer as a result of improper packing, marking, or routing.  Any transportation charges paid by Seller, with respect to which Seller is entitled to reimbursement shall be added to Seller’s invoice as a separate item and the receipted freight bill shall be attached thereto. Unless otherwise provided in a purchase order, Seller shall make no charge for container, crating, boxing, bundling, dunnage, drayage, or storage.
c.  Packing Slips, Bills of Lading and Invoices – Each packing slip, Bill of Lading and invoice shall bear the applicable purchase order number and the location of the plant to which goods are to be shipped.  A numbered Master Packing Slip shall accompany each shipment. If less than a carload is being shipped the slip shall be included in one of the packages which shall be marked “Packing Slip inside.” In the case of a carload shipment, the Slip shall be enclosed in an unsealed envelope and tacked near the door on the inside of the freight car.   Unless otherwise provided in a purchase order, invoices shall be submitted as directed on the applicable shipping release issued by Buyer.
d.  Premium Shipments – If because of failure of Seller to meet the delivery requirements of a purchase order, Buyer finds it necessary to require shipment of any of the goods covered by a purchase order by a method of transportation more costly than the method originally specified by Buyer, Seller shall reimburse Buyer the extra costs of transportation.
e.  Statements – Separate monthly statements must be rendered promptly to each accounting location covering invoices payable by that location.
f.  Title and Risk of Loss - Title to and risk of loss of all products purchased under a purchase order shall remain with the Seller until delivery and acceptance of the products by Buyer at the plant to which the goods are being shipped.
g.  Payment terms - Unless otherwise specified by Buyer, payment terms will be 45 days.
h.  Pricing - Unless otherwise specified in a purchase order, or unless as otherwise agreed to in writing by the parties, the prices set forth in a purchase order shall remain fixed for the duration of such purchase order.

  1. INSPECTION – All goods shall be subject to inspection and rejection or acceptance, notwithstanding any payment or initial inspection, at the point of ultimate delivery specified by Buyer. Final inspection will be made by Buyer within a reasonable time after receipt of the goods.  In case any goods are defective in material or workmanship, or do not conform to applicable specifications, drawings, samples or other description furnished or specified by the Buyer, or otherwise fail to meet the requirements of a purchase order, Buyer shall have the right, at its option, to reject, or to seek replacement for or repair of, or to retain and correct such goods.  Rejected goods will be returned to Seller at Seller’s risk for credit and Seller shall pay Buyer for all packing, handling, sorting and transportation expenses incurred in connection with the rejected goods. Seller shall pay Buyer for expenses incurred in correcting defective goods.  At Buyer’s exclusive option, Buyer may retain goods or equipment, which do not meet product specifications or the conditions of a purchase order or any other conditions, established by Buyer and may appropriately adjust the purchase price to account for the decreased value of the good or equipment.  Buyer, at its exclusive option, may seek replacement of substituted goods; provided, however, that no replacement or substitution shall be made by Seller unless so authorized by the Buyer in writing.

  2. WARRANTY – Seller warrants that the goods covered by a purchase order will conform to the specifications, drawings, samples, or other description furnished or specified by Buyer, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. In the event the specifications for the goods or equipment covered by a purchase order originate with Seller, Seller warrants that its product will conform to said specifications and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. Seller also expressly warrants that title to all of the products sold pursuant to a purchase order shall be vested in Buyer free and clear of all liens and encumbrances of any kind. In case any goods or equipment covered by this purchase order do not conform to all express or implied warranties, Buyer shall have the right to reject, seek repair or replacement of, return, or to retain and correct such goods at Seller’s expense. Rejected or returned goods will be returned to Seller at Seller’s risk for credit and Seller shall pay Buyer for all packing, handling, sorting and transportation expenses incurred in connection with the rejection of the goods supplied.

  3. INTELLECTUAL PROPERTY – Seller warrants that the goods specified herein and their sale or use, alone or in combination, will not infringe any United States or foreign patents any trademark, copyright or other intellectual property right of any third party. Seller agrees to indemnify and save harmless, its officers, agents, servants and employees and anyone selling or using any of Buyer’s products against all judgments, decrees, costs, and expenses resulting from any alleged infringement, and Seller shall, upon request of Buyer, and at Seller’s own expense, defend or assist in the defense of any action which may be brought against Buyer or those selling or using Buyer’s products by reason of any such alleged infringement.

  4. TIME OF DELIVERY/FORCE MAJEURE – Buyer relies on timely delivery of goods marketed by Seller and covered by this invoice.  Buyer needs the goods for the timely performance of its own duties and obligation.  Seller accepts the obligation to make timely delivery or risk liability for all consequential damages for delay in delivery which are not waived or disclaimed.  Seller agrees that all writings attempting to waive or disclaim consequential damages are not applicable to this transaction. In the event of a failure by Seller to perform hereunder, Buyer shall be entitled to obtain goods or services covered by a purchase order elsewhere for the duration of such failure and to reduce, pro tanto, and without any obligation to Buyer, the quantity or amount of goods or services ordered from Seller under a purchase order. Notwithstanding any of the foregoing, neither Buyer nor Seller shall be liable for a delay in performance or a failure to perform hereunder arising from causes beyond such party’s reasonable control, including, without limitation, strikes, wars, fires, floods, earthquakes, acts of terrorism or other acts of God; provided, however, that Buyer shall have the right to terminate such purchase order if such delay or failure to perform by Seller extends for a period of thirty (30) or more days.  In the event of any such event or condition, the party whose performance is excused hereunder shall notify the other promptly thereof and shall make diligent efforts to perform at its earliest opportunity and the other party shall be permitted to suspend its performance under such purchase order.

  5. CONSIGNED PROPERTY – Unless otherwise provided in a purchase order or in any other agreement between Buyer and Seller, all goods, materials, facilities, tools, jigs, dies, fixtures, patterns, and equipment furnished to Seller by Buyer to perform a purchase order shall remain the property of Buyer, and Seller shall bear the risk of loss of and damage to such property, normal wear and tear excepted. Such property shall at all times be properly housed and maintained by Sellers shall be deemed to be personalty; shall be marked “Property Parex USA, Inc.” by Seller; shall not be commingled with the property of Seller or with that of a third person; shall not be moved from Seller’s premises without Buyer’s prior written approval; and shall, upon request of Buyer, be immediately delivered to Buyer, properly packed and marked in accordance with the requirements of the carrier selected by Buyer, in which event Buyer shall pay to Seller the cost of delivering the property to Buyer’s designated location.  Buyer shall have the right to enter onto Seller’s premises at all reasonable times to inspect such property and Seller’s records with respect thereto. All drawings, information or date furnished by Buyer shall remain Buyer’s exclusive property and shall be used by Seller only for Buyer’s work, and shall be returned promptly at Buyer’s request.

  6. COMPLIANCE WITH LAWS – Seller agrees to comply with the applicable provisions of any federal, national, state or local law, and all orders, rules and regulations issued thereunder, whether now or hereafter in force, and any provisions, representations, or agreements required thereby to be included in the contract resulting from acceptance of the purchase order are hereby incorporated herein by reference, including, but not limited to, those prohibiting discrimination against any employee or applicant for employment because of race, color religion, sex or national origin, or physical or mental handicap and those providing for the employment of disabled veterans and the veterans of the Vietnam era. The Seller also guarantees that it will comply with the requirements of the Fair Labor Standards Act of 1938, as amended in producing the goods of performing the services to be furnished under such purchase order.

  7. CHANGES (a) Buyer may at any time, by written change order, make changes in (1) the drawings, designs, and/or specifications applicable to the goods and/or services covered by a purchase order, (2) the method of shipment and packing, and/or (3) the place of delivery, (b) If any such changes affect the time for performance, the cost of manufacturing such goods, or the cost of furnishing such services, Buyer shall make an equitable adjustment in the purchase price or the delivery schedule, or both. (c) Seller shall not make any changes in the design or composition of any supplied ordered under such purchase order without the prior written approval of Buyer.

  8. TERMINATION AT OPTION OF BUYER – (a) Performance of work under a purchase order may be terminated by Buyer at its option, in whole or in part, at any time by delivery, or by mailing, of a written notice of termination to Seller; (b) After receipt of a notice of termination, Seller shall, unless otherwise directed by Buyer, immediately terminate all work under such purchase order and shall, unless otherwise directed by Buyer, (1) terminate all orders and subcontracts relating to the performance of the work terminated by the notice of termination; (2) settle all claims arising out of such termination of orders and subcontracts; (3) transfer title and deliver to Buyer of: (i) all completed work which conforms, in quantity to the requirements of this purchase order and does not exceed, in quantity, the amount authorized for production by Buyer, and (ii) all reasonable quantities (but not in excess of amounts authorized by Buyer) of work in process and materials produced in conformance with the requirements of this purchase order and which cannot reasonably be used by Seller in producing goods for itself or for its other customers; (4) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; (5) submit to Buyer promptly but not later than three months from the effective date of termination, its termination claim; provided, however, that in the event of failure of Seller to submit its termination claim within such period, Buyer may determine, notwithstanding the provisions of subparagraph (c) hereof, on the basis of information available to it, the amount, if any, due Seller with respect to the termination, and such determination shall be final. (c) Upon termination by Buyer under this paragraph, Buyer shall pay to Seller, the following amounts without duplication: (1) the purchase order price for all goods or services which have been completed in accordance with such purchase order and not previously paid for; (2) the actual costs incurred by Seller in accordance with such purchase order to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting practices to the terminated portion of such purchase order, including the actual cost of work in process and materials delivered to Buyer in accordance with subparagraph (b) of this Paragraph, and including the actual cost of discharging liabilities which are so allocable of apportionable; and (3) the reasonable costs incurred by Seller in protecting property in its possession in which Buyer has or may acquire an interest. Payments made under this subparagraph (c), exclusive of payments under subdivision (3) hereof, shall not exceed the aggregate price specified in such purchase order, less payments otherwise made or to be made. 
    The provisions of this Paragraph shall not apply if Buyer terminates a purchase order for the default of Seller pursuant to Paragraph 11 hereof.

  9. TERMINATION FOR DEFAULT OF SELLER – Whenever Seller (1) refuses or fails to make deliveries of the goods called for in a purchase order within the time specified in such purchase order or in any shipping release issued to Seller, or (2) otherwise defaults in the performance of a purchase order, Buyer, subject to the provisions of Paragraph 6 (Force Majeure) of a purchase order, may, by delivery, or by mailing, of a written notice of termination to Seller terminate the performance of work under a purchase order, in whole or in part effective five (5) days after delivery or mailing of such notice, unless Seller shall, within such period, cure such default.

  10. MODIFICATION OF PURCHASE ORDER AND NON-ASSIGNMENT – A purchase order together with any written instructions issued hereunder contains the complete and final agreement between Buyer and Seller and no agreement or other understanding in any way purporting to modify these Terms and Conditions shall be binding upon Buyer unless made in writing and signed by Buyer’s authorized representative. Seller shall not assign a purchase order or delegate in any manner to any other person the performance of any work or the supplying of any services under such purchase order. Seller may assign moneys due and to become due under a purchase order; provided, however, that Buyer shall be entitled to assert against the assignee thereof all rights, claims, and defenses of every type including without limitation, rights of setoff, recoupment, and counterclaim which Buyer could assert against Seller whether acquired prior or subsequent to such assignment.

  11. CHOICE OF LAW/ FORUM: Seller agrees to have any dispute, which may arise as the result of the agreement between the parties, to be adjudicated under the laws of the State of California without regard to conflicts of laws principles and Seller further acknowledges the jurisdiction of the state and federal courts of the State of California for the purposes of adjusting or adjudicating disputes under this agreement.

  12. INDEMNIFICATION: Seller shall indemnify and hold harmless Buyer and its affiliates (and its and their respective directors, officers employees and agents) from and against any and all claims, losses, expenses, including attorneys’ fees arising, directly or indirectly from (i) Seller’s breach of any provision hereof, including, without limitation, the warranties made herein, (ii) any negligent or wrongful act or omission of Supplier, its employees, consultants or subcontractors, or (iii) Buyer’s use, or resale of the products or services supplied by Seller to Buyer in accordance with the terms of a purchase order where such claims, losses, litigation, judgments or awards against Buyer arise from any deficiency or defect in the product or service supplied by Seller, including any alleged breach of contract, warranty, negligence or other tortious conduct of Seller.


  14. INSURANCE - Seller shall, at its own expense, maintain with a reputable insurer (and provide written certificate(s) of insurance to Buyer if and when requested) reasonable and customary insurance coverage, including, but not limited to (i) worker’s compensation statutory coverage as required by the laws of the applicable jurisdiction, and (ii) commercial general liability insurance including coverage for product liability in the minimum amount of five (5) million dollars in respect of claims for any losses, costs and expenses arising out of or relating to Seller providing the products under a purchase order. The certificate of insurance will require the insurer to give Buyer written notice at least thirty (30) days prior to the effective date of any cancellation, lapse or material change in the policy, and will contain a waiver of subrogation in favor of Buyer.

  15. CONFIDENTIALITY - Any information or knowledge which Buyer may have disclosed or may hereafter disclose to Seller in connection with a purchase order and any and all products to be delivered to Buyer or other work to be performed by Seller pursuant to a purchase order is and shall be deemed to be confidential and proprietary information of Buyer.  Seller shall not, without authorization in writing from Buyer, use, communicate, or disclose the confidential information of Buyer. Seller agrees to safeguard the confidential and proprietary information of Buyer by using reasonable efforts, consistent with those used in the protection of its own proprietary information of a similar nature, to prevent its disclosure to third parties. Seller agrees to cause its employees, contractors, officers, directors, agents and representatives to be bound by and comply with the foregoing restriction regarding the use or disclosure of such confidential and proprietary information and Seller shall be liable for any breach of such restriction by such employees, contractors, officers, directors, agents and representatives. Seller shall, within five (5) business days of Buyer’s request or the cancellation or termination of this purchase order, return all confidential and proprietary information (including all copies, notes, and/or extracts thereof) furnished by the Buyer pursuant to this purchase order. In addition, that portion of the confidential or proprietary information which consists of analyses, compilations, studies or other documents prepared by Seller, or by its directors, officers, employees or advisors will be destroyed.