Terms & Conditions Of Sale

ICL GENERAL TERMS AND CONDITIONS OF SALE

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  1. GENERAL APPLICABILITY.

1.1 These General Terms and Conditions of Sale (these “Terms and Conditions”) set forth the general

terms and conditions governing the purchase by buyer (together with its successors, heirs,

Affiliates and subsidiaries, collectively, “Buyer”) of any Product (as defined below) from the

selling entity affiliated with ICL Group Ltd. (together with its successors, heirs, Affiliates and

subsidiaries, collectively, “Seller”). Each of Buyer and Seller is, individually, a “Party,” and

collectively, the “Parties.”

1.2 By ordering, accepting delivery of, paying for or using any Products from Seller, Buyer agrees to

accept and be legally bound by these Terms and Conditions. However, in the event that Buyer

has entered into a written supply agreement, distribution agreement, or other related sales

contract that has been executed by the authorized representatives of both, Buyer and Seller

(each, a “Sales Contract”), that agreement shall supersede and shall override these Terms and

Conditions to the extent of any conflict with these Terms and Conditions. Additionally, to the

extent that specific provisions agreed upon in writing, and executed by the Parties’ authorized

representatives, in any business forms used by the Parties for the purposes of ordering, invoicing

and/or Order Confirmation, that specific provisions shall supersede and shall override these

Terms and Conditions to the extent of any conflict with these Terms and Conditions. Absent such

a Sales Contract, and/or that specific provisions, these Terms and Conditions, along with the

provisions, if any, contained in the applicable Seller Order Confirmation or other electronic

confirmation, constitute the final, entire and exclusive agreement between the Parties

concerning Seller’s sale of the Product to Buyer. In particular, no course of prior dealings between

the Parties and no usage of trade shall be relevant in determining the meanings of this Terms and

Conditions.

1.3 Except as expressly provided above with respect to each Sales Contract and/or with respect to

that particular and specific provisions agreed upon by the Parties in writing, these Terms and

Conditions may not be amended except by a written instrument signed by authorized

representatives of both Parties.

1.4 Subject to the restrictions in Section 1.3 above, the following order of precedence shall be

followed in resolving any conflicts among the terms of any Agreement: (a) first, and most senior,

each Sales Contract and/or that particular and specific provisions agreed upon in writing by the

Parties in any business forms used by the Parties for the purposes of ordering, invoicing and/or

Order Confirmation, and (b) second, the terms set forth in the body of these Terms and

Conditions.

1.5 These Terms and Conditions are subject to prospective change by Seller, provided that the Terms

and Conditions posted on any Seller’s website, portal, or online services (“Website”) at the time

that Buyer places any Purchase Order, shall govern such Purchase Order in question. Buyer

acknowledges and agrees that posting of revised versions of the Terms and Conditions on the

Website is a sufficient notice of any modifications. Buyer should review these Terms and

Conditions and other policies and notices prior to each time Buyer purchases any Product that is

available through the Website or other electronic ordering means, and Buyer’s use of such

Website or other electronic ordering means shall constitute acceptance of and agreement to the

current version of the Terms and Conditions.

 

  1. DEFINITIONS.

Capitalized terms used in these Terms and Conditions shall have the meanings given to them,

including as specified below:

“Action” means any claim, demand, action, lawsuit, arbitration, mediation, litigation, audit,

inquiry, investigation, or proceeding brought by or before, or that could be brought by or before, any

competent court, proceeding, or other Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly

through one or more intermediaries, controls, is controlled by, or is under common control with, such

Person. For purposes of this definition, “control” means the possession of the direct or indirect power

to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities

“Agreement” means, unless context otherwise requires, these Terms and Conditions, each

applicable Sales Contract, Order Confirmation and/ or invoices issued hereof and thereof.

“Confidential Information” means all proprietary materials, data or other information

constituting or otherwise regarding Seller’s know-how, trade secrets, other intellectual property rights,

products, operations, processes, plans or intentions, product information, customers, market

opportunities, business affairs, financial information, business information or objectives, that are

customarily or reasonably considered to be confidential information by persons engaged in activities

that are substantially similar to the activities being engaged in by Seller. Confidential Information does

not include any information that is (i) already legitimately known to Buyer prior to the date of disclosure

to Buyer, (ii) publicly known prior to or after disclosure other than through unauthorized acts or

omissions of Buyer, (iii) disclosed in good faith to Buyer by a third party lawfully and contractually

entitled to make such disclosure, or (iv) independently developed by or for Buyer without the use of any

Confidential Information of Seller.

“Contract Year” means a 12-month period beginning on January 1 of each year and ending on

December 31 of the same year; provided, however, that the first Contract Year of the Agreement shall

be the execution date of the Agreement through December 31 of such year.

“Cost” means the direct and indirect costs and expenses for manufacturing or supplying the

Product as reasonably determined by Seller in accordance with the applicable GAAP. Cost also includes

energy costs and expenses, and other related manufacturing costs used to determine the sale price to

any Buyer.

“Governmental Authority” means any federal, state, provincial, or local, or foreign or

multinational government or political subdivision thereof, court, tribunal, legislative body,

administrative agency or commission or other governmental or regulatory authority, body or

instrumentality or arbitrator, public or private, whether domestic or foreign, including any securities

exchange or any other self-regulated organization or quasi-governmental authority or any public

international organization exercising similar power and authority.

“Incoterms” means the applicable Incoterms Edition, published by the International Chamber of

Commerce as specified in the Agreement. If no reference is made in the Agreement to a specific

Incoterms Edition, then the terms of Incoterms 2010 Edition shall apply.

“Order Confirmation” means a written confirmation issued by Seller to Buyer as a response to a

Purchase Order, confirming the Products to be supplied by Seller pursuant to the Agreement.

“Laws” means all applicable laws (including common law), statutes, constitutions, rules,

regulations, ordinances, codes, writs, directives, policies, guidelines, administrative interpretations, bylaws, rulings or treaties of any Governmental Authority and all applicable orders, in each case, that have

binding legal effect.

“Person” means any individual, partnership, limited liability partnership, corporation, limited

liability company, association, joint stock company, trust, estate, joint venture, unincorporated

organization, or Governmental Authority.

“Product” means products or goods sold by Seller to Buyer pursuant to the Agreement.

“Purchase Order” means an order issued by Buyer to Seller for the supply of Products by Seller,

including without limitation, requested quantities, their related prices, dates and terms of delivery, in

compliance with the Agreement.

“Representatives” means, with respect to any Person, such Person’s directors, managers,

officers, members, partners, employees, consultants, agents, attorneys, advisors, and other

representatives acting on behalf of such Person.

“Sanctioned Person” means any Person subject to comprehensive export control, trade and

economic sanctions, anti-boycott requirements or other restrictive measures or sanctions by any

applicable jurisdiction

“Taxes” means any federal, state, provincial, local, or foreign tax, charge, duty or levy, including

income, gross receipts, capital gains, license, payroll, employment, excise, margin, occupation, premium,

stamp, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding,

social security (or similar), unemployment, disability, escheat, abandoned or unclaimed property,

property, personal property, sales, use, transfer, registration, value added, alternative or add-on

minimum, goods and services, harmonized sales, estimated or other tax of any kind whatsoever,

imposed by any Governmental Authority, whether or not disputed, and including any installments in

respect hereof and interest, penalty, or additions thereto.

 

 

 

  1. ORDERING PROCEDURE.

3.1 Buyer shall deliver all Purchase Orders for the Product to Seller in writing, in accordance with

Seller’s reasonable requirements, and shall provide Seller with no less than Seller’s minimum lead

time for shipment for each Purchase Order.

3.2 Seller has the right, in its sole discretion, to accept or reject any Purchase Order. No Purchase

Order (including any counteroffer or other offer) shall bind Seller, unless accepted and confirmed

in writing (whether by written confirmation, invoice or other reasonably acceptable confirming

means) and subject to the satisfactory establishment of Buyer’s credit worthiness, in Seller’s sole

reasonable business judgment. Seller may send to Buyer an order acknowledgement confirming

that is has received Buyer’s Order (an “Order Acknowledgement”). Such an Order

Acknowledgement shall not under any circumstances be interpreted as an Order Confirmation

for the purposes of this Section 3.2 and shall be sent for the sole purpose of confirming the

Seller’s receipt of the Buyer’s Order.

3.3 Seller shall deliver the quantities of the Product ordered by Buyer in accordance with Section 3.1

and may suspend or limit quantities of the Product ordered by Buyer that are in excess of either,

(a) the average monthly quantity of such Product, calculated on the immediately preceding

rolling 12-month period; or (b) maximum estimated quantity in the current subject Contract Year,

divided by, the number elapsed months in the current Contract Year (the amount so estimated,

the “Maximum Volume”). For the avoidance of doubt and notwithstanding anything contained

herein, Seller shall have no obligation in any Contract Year to supply to Buyer more than the

Maximum Volume (as calculated on a monthly or yearly basis hereunder).

3.4 Buyer shall make commercially reasonable efforts to forecast its requirements for Product as

accurately as possible. Buyer shall notify Seller, on a not less than annually basis, prior to the start

of any Contract Year the total forecasted purchases of Product over the next 12-month period,

broken down by month. Each forecast shall be considered non-binding good faith estimates for

planning purposes only.

 

 

 

  1. PRICES; PAYMENT TERMS.

4.1 With respect to each Product ordered by Buyer, the price payable by Buyer for the Product (the

“Price”) to be delivered, shall be set forth in either, the Sales Contract or such Order

Acknowledgment issued pursuant to Section 3.

4.2 Unless agreed otherwise at any respective Sales Contract, during any Contract Year, Seller may

adjust the pricing for the Product, the delivery point, any service allowances, and payment terms,

in each case, by notifying Buyer in writing, 15-days prior to the effective date of such revised

term.

4.3 Without limiting Section 4.2, during any Contract Year, if as a result of changes in market

condition, changes in the Cost for the Product, or changes in applicable Taxes, the continued

manufacture and supply of the Product becomes impractical or uneconomical (including as a

result of any economic hardship), Seller shall have the option to either adjust the pricing for the

Product relating to such changes or terminate the Agreement by notifying Buyer, in writing, 30-

days prior to the effective date of such termination.

4.4 Any invoices issued to Buyer, and such invoiced amounts, whether or not disputed by Buyer, shall

be due and payable in full to Seller within the time period specified in such invoice. In the event

of an invoice dispute, Buyer shall deliver a written statement to Seller no later than 10 days prior

to the date payment is due, listing all disputed items and providing a reasonably detailed

description of each disputed item. Except for any disputed amounts, all amounts invoiced by

Seller shall be deemed accepted and shall be paid in full within the time period specified in such

invoice. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Each

Party shall continue its performance pending resolution of any good faith dispute, provided, that

Buyer may not withhold and must pay disputed amounts.

4.5 Unless agreed otherwise in writing, all invoices shall be payable via wire transfer of immediately

available funds into a bank designated by Seller to Buyer. Any changes to Seller’s designated bank

account must be (a) first, confirmed in a written instrument executed by a senior financial officer

of Seller (e.g., chief financial officer, treasurer, controller, or director of accounting, as applicable)

in writing, and (b) second, following such written confirmation, confirmed by Buyer with Seller

pursuant to either a telephone conversation or video call with the known Seller’s contact person.

Any payment not made in accordance with these Terms and Conditions not alleviate Buyer’s

obligation to pay such invoiced amounts hereunder. If Buyer breaches this Section, Buyer shall

bear any financial loss and all other consequences of such breach and shall indemnify Seller for

such loss or damages incurred by Seller as a result thereof.

4.6 In the event Buyer fails to pay for any shipment of Product when such payment becomes due,

pursuant to these Terms and Conditions or any such Agreement, which such non-payment

constitutes a breach, in any material respect, of these Terms and Conditions, if, without prejudice

to any other available right or remedy, Seller decides not to terminate the Agreement, Seller may:

(a) terminate or suspend future deliveries of Product to Buyer, unless and until such payment

breach is cured; and (b) in the event Buyer’s financial worthiness becomes unsatisfactory to

Seller, Seller may: (i) elect to withhold future shipments of Product until Buyer’s financial credit

worthiness has been established to Seller’s reasonable satisfaction; (ii) require Buyer to make

advanced payments as to future shipments; (iii) require other reasonable security for payment

before future shipments of Product are provided to Buyer including without limitation, Buyer’s

financial statements for Seller’s review, a letter of credit by an entity approved by Seller, or a

payment guarantee by a parent or affiliate of Buyer; or (iv) demand return from Buyer of any

Product for which payment has not been made. Buyer shall be liable under the aforesaid

circumstances for any and all losses and damages Seller may suffer related thereto.

4.7 Without limiting Seller’s rights and remedies hereunder, any invoices and invoiced amounts not

paid by their respective due date shall bear interest at a rate per annum equal to 5% over the

LIBOR interbank three-month rate (or the then-prevailing market convention for determining a

rate of interest as a replacement to LIBOR) as published in “Financial Times” (London) on the date

the payment was due and shall accrue from and including the date the relevant payment was

due until but excluding the date that such amount (plus accrued interest) is received in full by

Seller. In addition to Seller’s rights in Section 4.6 above, in the event of non-payment, (a) Buyer

shall pay to Seller, all reasonable costs and expenses (including reasonable attorneys’ fees and

expenses or other costs of collection); and (b) Seller may set off (including by set-off, offset,

netting, or recoupment across or within each or all of any other commercial agreement among

the Parties) any and all sums, amounts or other obligations owed by Buyer to Seller against any

sums, amounts or other obligations owed by Seller to Buyer. For the avoidance of doubt, Buyer

shall not be entitled nor have any right to offset or withhold any amounts owed (or to become

due and owing) to Seller, against any other amount owed (or to become due and owing) to it by

Seller, or as a result of any claim or allegation that payment has been made to a third-party

claiming to be Seller.

4.8 The foregoing is in addition to, and not in limitation of, any other right or remedy available to

Seller (including, without limitation, any right of setoff, offset, netting, or recoupment), whether

arising under these Term and Conditions or any other agreement or under applicable Law, in

equity, or otherwise.

4.9 Seller is under no obligation to provide Buyer with an electronic invoice. In the event that Buyer

either penalizes Seller for not issuing an electronic invoice or charges a fee to Seller to be able to

provide such electronic invoices, the Parties acknowledge and agree that such cost shall be

passed on to Buyer and is not a component consider in Seller’s pricing of the Product.

4.10 The Parties acknowledge and agree that the Price for the Product is net of all sales, use and

transfer taxes, and other similar Taxes (excluding, for the avoidance of doubt, any net income

taxes and, to the extent imposed in lieu of net income taxes, franchise, excise, or branch profits

taxes) (collectively, “Buyer Taxes”). All Buyer Taxes (except for such charges which are within

Seller’s reasonable ability to lawfully avoid) now or hereafter imposed with respect to the

Agreement (including on the sale of Products or remittance of funds in payment for Products

hereunder) shall be paid by Buyer (to the extent that such Buyer Taxes are not already included

in the Price calculation). If such Buyer Taxes required to be paid by Buyer hereunder are paid by

Seller, Buyer shall reimburse Seller for such Buyer Taxes within 10-days of receipt of written

notice from Seller.

 

  1. DELIVERY; INSPECTION.

5.1 Delivery of Product shall be made in accordance with the Incoterms, when the Product leaves

Seller’s shipping dock. Each shipment will constitute a separate sale and Buyer shall pay for the

Products shipped, in accordance with the payment terms specified in Section 4.4, whether such

shipment is in whole or partial fulfillment of an Order Confirmation.

5.2 Seller shall not be responsible for any failure or delay of any Product to be delivered to Buyer’s

facility under the Agreement. Seller’s responsibility for delivering the Product shall be limited to

the location specified in the Agreement and shall not obligated to tender delivery of any

quantities for which Buyer has not provided reasonable and specific shipping instructions for such

Product. In the event that Buyer fails or refuses to accept delivery of Product following arrival of

Product to Buyer, Buyer shall indemnify Seller with respect to any and all fees, costs and expenses

attributable to such delay, and Seller may (a) exercise its termination rights, with respect to not

yet delivered quantities of Product pursuant to a confirmed Purchase Order; (b) store such

Product, at Buyer’s expense; or (c) sell such Product, with all proceeds from such sale being

applied to any indebtedness owed to Seller from Buyer, provided, however, that Seller reserves

the right to seek a judgment against Buyer for any deficiency remaining on account after the

conclusion of such sale, and, to the extent that such sale generates proceeds in excess of Buyer’s

total indebtedness to Seller, such excess proceeds will be remitted to Buyer.

5.3 Buyer shall inspect any Product delivered upon receipt and, no later than 30 days after delivery

to Buyer (or 60 days after delivery, if such damage, loss or other failure cannot be reasonably

discussed within such period, provided, that Buyer uses diligent efforts to inspect and examine

such delivered Product), notify Seller of any damage, loss, or other failure to meet the order

quantity or any failure to comply with the Specifications for the Products (the Product that is the

subject of any such failure, a “Non-Conforming Product”). If Buyer has not notified Seller that

any Products fail to meet the specifications within such 30/60-day period, as applicable, the

Products shall be deemed to have met the specifications. In the event any Products sold to Buyer

by Seller hereunder fail to comply with the specifications or are otherwise Non-Conforming

Products and Seller is notified of such failure within the required 30/60-day period, as applicable,

Seller shall, in its sole discretion, either: (a) replace such Non-Conforming Product; (b) issue a

product credit of the Price paid to Seller for such Non-Conforming Product, plus, the reasonable

and documented transportation costs and expense incurred by Buyer attributable to delivery of

such Non-Conforming Product to Buyer.

5.4 Notwithstanding Section 5.3, Seller shall in any case not be liable to Buyer for any nonconformity, (a) unless it was provided the opportunity to independently inspect and examine

such Non-Conforming Products, (b) if it is reasonably determined that Buyer made further use of

such Non-Conforming Products after providing notice to Seller, (c) if the alleged non-conformity

is the result of misuse or mishandling, or (d) if such non-conformity is the result of Buyer’s

alteration or repair of such Product.

5.5 Any dispute as to whether any Product delivered does not meet the applicable specifications shall

be determined by an independent laboratory appointed by both Parties as mutually agreed by

the Parties (such agreement not to be unreasonably withheld, conditioned or delayed), and such

laboratory shall be appointed no later than 15 business days after the expiry of the applicable 30-

day inspection period (or 60-day inspection period, where applicable) above. The laboratory shall

examine representative samples taken from Seller and Buyer, consider their submissions and

make a final and binding decision. If the independent laboratory determines that the Product

does not conform to the specifications, the laboratory’s fees shall be borne by Seller. If the

independent laboratory determines that the Product does conform to the specifications, the

independent laboratory’s fees shall be borne by Buyer, and in such event, Buyer shall have the

option to either retain (and pay for) such Products or have such Products replaced by Seller (and

Buyer shall pay for both the original and replacement deliveries). The remedies provided in this

Section 5.5 are not intended to limit any other remedies Buyer may have under these Terms and

Conditions or pursuant to Law.

 

  1. QUANTITY; WEIGHT; ANALYSIS.

6.1 Unless otherwise agreed to in a Sales Contract, if Seller delivers a quantity of Product of up to

10%, more or less, that the quantity to be delivered under an applicable Purchase Order, Buyer

shall not be entitled to object to or reject such Product, in whole or in part, in respect of such

surplus or shortfall, and shall nevertheless pay for such delivered Product, on a pro-rata basis, in

compliance with Section 4.4.

6.2 Seller may take, retain and store sample of the Product at the time of pre-shipment analysis, in

accordance with industry practice, to determine compliance with respect to the current

specification for the Product, quantity and weight for the Product, attributable to each Purchase

Order. Seller’s pre-shipment analysis shall be conclusive proof of conformity to such

specifications and determinative of delivered quantities and weights, in each case for all

purposes.

 

  1. OWNERSHIP AND PASSAGE OF TITLE.

Unless otherwise provided herein, title to the Products shall pass from Seller to Buyer when Seller

has received payment in full. Until full payment is received by Seller, Buyer and its

Representatives and other third Persons hold the Product as bailees only. On breach of any

payment terms, Buyer on its own behalf and on behalf of its Representatives and other third

Persons authorizes Seller to enter any premises and retake possession of the Product, after Seller

provides 7 business days written notice to Buyer of Seller’s intention to do so. Risk of loss, damage

and contamination for the Product shall pass from Seller to Buyer in accordance with the

applicable Incoterms.

 

  1. FORCE MAJEURE.

The obligations of Seller or Buyer hereunder shall be suspended during the period and to the

extent that Seller is prevented or hindered from performance hereunder, or Buyer is prevented

or hindered from purchasing and receiving Products hereunder, due to any causes beyond such

Party’s reasonable control, (such causes, “Force Majeure Events”), including without limitation:

(i) acts of God, (ii) flood, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) Laws,

(v) embargoes or blockades in effect on or after the date of the Agreement, (vi) action by any

Governmental Authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or

slowdowns or other industrial disturbances, (ix) a pandemic, or (x) shortage of adequate power

or transportation facilities. For clarity and for the avoidance of doubt, the economic hardship of

either Party shall not constitute a Force Majeure Event. The Party suffering a Force Majeure

Event shall give notice of suspension as soon as reasonably practicable to the other Party stating

the date and extent of such suspension and the cause thereof and shall resume the performance

of its obligations as soon as reasonably practicable after the removal of the cause. Neither Buyer

nor Seller shall be liable for the nonperformance or delay in performance of such Party’s

obligations under the Agreement (other than Buyer’s payment obligations) when such failure is

due to a Force Majeure Event. Any Party whose performance has not been hindered by the Force

Majeure Event, shall have the right, if such Party has not received a notice of cessation of the

Force Majeure Event within 60 days of the beginning date of such event, either immediately or

at any time while the Force Majeure Event is continuing, to terminate the Agreement effective

as of the date specified in the notice of termination. In the event that Seller suffers any Force

Majeure Event, it may, in its sole discretion, suspend or cancel all or any part of any delivery

under the Agreement, allocate its available supply of Product, or other goods or materials

(without being obligated to acquire additional supplies of Product, or other goods or materials

or by locating and contracting with other Persons for the sale of Product, or other goods or new

suppliers of raw materials) among itself, its Affiliates and its purchasers. A Force Majeure Event

shall not exempt either Party from its obligation to make payments according to the terms of

the Agreement.

 

  1. WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY.

9.1 Seller warrants solely to Buyer that, as of the shipment date, all Product supplied hereunder shall

comply with Seller’s current Product specification.

9.2 EXCEPT AS SET FORTH IN SECTION 9.1, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES

OF ANY KIND (INCLUDING WITH RESPECT TO THE PRODUCTS), AND DISCLAIMS ALL

REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR

IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,

AND FITNESS FOR PARTICULAR PURPOSE. Without limiting the foregoing in any manner, Seller

assumes no liability for any technical advice given to Buyer or the results obtained there from,

nor does Seller assume any liability for tariff code classification information provided by Seller to

Buyer, all such advice being given and accepted at Buyer’s sole risk. Buyer’s sole remedies for

failure by or on behalf of Seller to provide Product in the manner and quality required by the

Agreement shall be the remedies set forth in Section 5.3, unless any such failure arises out of or

results from any gross negligence, willful misconduct, or fraud of Seller or any of its Affiliates or

any of their respective Representatives, in which event, nothing contained in this sentence shall

limit any of Buyer’s rights or remedies hereunder or under applicable Law or otherwise.

9.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND

CONDITIONS OR THE AGREEMENT, SELLER’S AND ITS AFFILIATES’ TOTAL, AGGREGATE LIABILITY

UNDER, IN CONNECTION WITH, OR RELATED TO THESE TERMS AND CONDITIONS, THE

AGREEMENT OR OTHER AGREEMENT HEREUNDER, FOR ANY AND ALL LOSSES AND DAMAGES

ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE

PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO SUCH CAUSE ACTUALLY RECEIVED BY

SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN

NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR

ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS,

DATA, OR REVENUE, OR BUSINESS INTERRUPTION, OF ANY KIND IN CONNECTION WITH THE

AGREEMENT, EVEN IF SUCH PARTY OR AFFILIATE WAS ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, EXCEPT TO THE EXTENT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE

PARTY SEEKING TO RELY ON SUCH LIMITATION (OR ITS AFFILIATES) CAUSED SUCH DAMAGES AND

EXCEPT WITH RESPECT TO SECTION 14.1, IN WHICH CASES SUCH EXCLUSION SHALL NOT APPLY.

THE IMMEDIATELY PRECEDING SENTENCE SHALL NOT APPLY TO LOSSES PAID OR PAYABLE TO A

THIRD PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM WHICH IS THE SUBJECT OF AN

INDEMNIFICATION OBLIGATION UNDER SECTION 10. THIS SECTION 9.3 SHALL APPLY

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY HEREIN OR ANY

PROVISION OF THE AGREEMENT.

 

  1. INDEMNITY.

Buyer agrees to indemnify, hold harmless and forever discharge and defend Seller its successors

and assigns and its members, subsidiaries and Affiliates and their respective Representatives,

(collectively, the “Seller Parties”) from and against any and all liabilities, losses, damages

(including damages to property and injuries or death of persons, including consequential

damages, and specifically including both compensatory and punitive damages), payments, costs

and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)

(whether or not in connection with a third party claim) relating to or arising in any manner from:

(i) the receipt, handling, storage, processing, or use of Product occurring while the Product is in

the possession or control of Buyer or any third parties to whom Buyer sells, distributes, transfers

or otherwise supplies, directly or indirectly, Product supplied to Buyer pursuant to the

Agreement, (ii) Buyer’s implementation of any technical advice, other advice or

recommendations provided to Buyer by Seller regarding the transportation, handling, storage,

loading, unloading or use of Product, (iii) the sale, supply, delivery, or purchase of Product

pursuant to the Agreement, (iv) Buyer’s breach of the Agreement, negligence or willful

misconduct, or (v) any Action alleging any liability arising under or pursuant to any Laws relating

to protection of human health (including failure to warn of such exposure) or the environment,

or any clean-up response, removal or remediation required by a Governmental Authority related

to any environmental condition affecting the air, soil, surface waters, ground waters or streams.

 

  1. COMPLIANCE WITH LAWS AND POLICIES.

11.1 Buyer shall, and shall require its Affiliates and its Representatives at all tiers, to comply with all

Laws in connection with its performance under the Agreement, including but not limited to Laws

pertaining to the protection of the environment, health and safety.

11.2 Seller has adopted a code of ethics, which is available upon request and may be found on Seller’s

global website at http://icl-group-sustainability.com/reports/code-of-ethics/ (or such other

locations as prominently displayed on such website (“Code of Ethics”). Buyer shall undertake to

conform its performance with the standards and expectations provided in the Code of Ethics in

all matters relating to its commercial relationship with Seller, its Affiliates and its Representatives.

11.3 Buyer shall comply with all applicable Laws relating to anti-corruption, competition law and

foreign trade controls (export controls and sanctions laws of the UN, the EU and US or other

relevant regulator). In particular, (a) Buyer confirms to Seller that it is not a Sanctioned Person,

(b) that the Product sold hereunder is not intended (i) for supply to any Sanctioned Persons, (ii)

for use in the production of goods to be directly or indirectly supplied exclusively or

predominantly to any Sanctioned Persons, or (iii) for any other purpose in violation of foreign

trade controls; (c) Buyer shall not deal, or cause Seller to deal, directly or indirectly, with any

Person in respect of transactions prohibited by foreign trade controls or which could damage

Seller’s commercial or other reputation interest, even if not in violation of any foreign trade

controls. and (d) Buyer shall not will not give, promise or attempt to give or approve the giving

of anything of value to any Person, for illegal purposes or for improperly obtaining or retaining

business. Buyer shall maintain adequate records in order to verify its compliance with the

provisions under this Section 11, and it shall permit Seller to audit such records if Seller has a

bona fide belief that Buyer is in breach of these provisions or in case of any investigation by or

allegation from any applicable public authority regarding potential violations of relevant laws

involving these matters. Parties shall cooperate in any such audit and otherwise in providing

documentation relating to any such dispute or investigation. If Buyer breaches any of its

obligations or representations in this Section, Seller may terminate the Agreement with

immediate effect without incurring any liability.

11.4 Buyer shall promptly notify and report to Seller any suspected non-compliance, with respect to

Sections 11.1 through 11.4. For the avoidance of doubt, Buyer shall be fully responsible and liable

for activity performed or undertake by any Representative, Affiliate or its and their respective

Representatives, delegate or subcontractor, and any act or omission, including a violation of the

matters set forth in Sections 11.1 through 11.4 by any such Person in connection with such

activity shall be deemed to be an act or omission of Buyer.

  1. CYBERSECURITY; DATA PRIVACY.

12.1 At all times, Buyer shall be in material compliance with all (i) applicable Laws (including U.S.

Federal Acquisition Regulations (FAR) clause 52.204-21 (where applicable), and the European

Union Regulation 2016/679 (General Data Protection Regulation), where applicable) governing

the data security, data privacy, or the collection, use, storage, processing, transfer or disclosure

of personally identifiable information or other Seller confidential data and (ii) current publicfacing website privacy policies published by Buyer. Buyer shall employ industry-standard controls

for the protection of personally identifiable information, including in the selection and oversight

of third parties provided with or provided access to personally identifiable information.

12.2 At all times, Buyer shall implement, use and maintain appropriate administrative, physical, and

technical safeguards to prevent any unauthorized access, use, storage, disclosure, processing,

transfer, collection, modification, destruction or other compromising event, relating to any Seller

information or interference with system operations in an information system, which Seller has

access to, is integrated in or contains Seller information reasonably expected to be kept

confidential, including as required under applicable Law. Buyer agrees to notify Seller of any

attempted or successful unauthorized events set forth in the immediately preceding sentence

(each, a “Security Incident”) not permitted under the applicable Agreement. Inconsequential

incidents that occur on a daily basis, such as scans or pings on Buyer’s networks or servers

containing such information or data, are unsuccessful Security Incidents and shall not be

considered a Security Incident subject to reporting, unless so required by applicable Law. In the

event of a Security Incident resulting in any acquisition, access, use or disclosure of Seller

information which compromises the privacy and security of such information (each, a “Breach”),

Buyer shall provide written notice to Seller within 3 business days and shall include, to the extent

possible, information a detailed summary of the Security Incident and summary of the results. In

addition to such notice, Buyer shall report any successful unauthorized interference with system

operations in Buyer’s information system containing Seller confidential data or any personally

identifiable information of which Buyer becomes aware. Such reports shall be provided within 10

business days of when Buyer becomes aware of the incident. Buyer shall continue to provide

Seller information concerning any Security Incident, including any Breach as it becomes available

to it.

 

  1. TERMINATION; REMEDIES.

Without limiting Seller’s rights and remedies hereunder, the Agreement may be terminated by

Seller upon written notice to Buyer in the event that: (a) Buyer commits a breach, in any material

respect, of any of the terms and conditions of the Agreement applicable to it and, if such breach

is capable of being cured, fails to cure such breach within 14 calendar days (or, if it is a paymentrelated breach, 5 business days) after receipt of written notice from Seller specifying such breach

(or 45-days if such longer period of time is reasonably required to cure such breach, provided

that Buyer is using diligent efforts to promptly remedy the breach); (b) a court or Governmental

Authority of competent jurisdiction enters an order appointing a custodian, receiver, trustee or

other officer with similar powers with respect to Buyer or with respect to a substantial part of its

property, or if an order for relief is entered in any case or proceeding for liquidation or

reorganization or otherwise to take advantage of any bankruptcy or insolvency Law of any

jurisdiction, or ordering the dissolution, winding-up or liquidation of Buyer, or if any petition for

any such relief is filed against Buyer and such petition is not dismissed within 60 days; or (c) any

Buyer change of control transaction, involving the (i) acquisition or transfer by any Person

(including an Affiliate) of more than 50% of the voting securities of Buyer, including any such

acquisition way of a merger, consolidation or reorganization (including pursuant to applicable

bankruptcy Law), or series of such related transactions, involving Buyer; or (ii) a merger, sale,

assignment or other transfer of all or substantially all of Buyer’s assets. For purposes of this

definition, “control” means the possession of the direct or indirect power to direct or cause the

direction of the management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise.

  1. CONFIDENTIALITY INFORMATION; SECURITIES LAWS; INTELLECTUAL PROPERTY.

14.1 Buyer shall not use or disclose to third parties any Confidential Information of Seller, except that

such information may be (i) disclosed to Governmental Authorities where such Confidential

Information may be required to be included in filings, submissions and communications with

Governmental Authorities, (ii) provided to Buyer’s Representatives under appropriate terms and

conditions including confidentiality provisions substantially equivalent or similar to, or more

stringent than, those in the Agreement, for the purpose of such Party performing its obligations,

and exercising its rights, under the Agreement, or (iii) disclosed to the extent required by Law or

as ordered by a court, regulatory body or other Governmental Authorities having competent

jurisdiction that is asserting a right to obtain such information. In the case of a required

disclosure under the foregoing Section 14.1(iii), Buyer shall promptly notify Seller and shall

provide reasonable assistance, if reasonably requested by, and at the sole cost and expense of,

and to assist in Seller’s attempts to prevent or limit the compelled disclosure. If the disclosure

has not been prevented or limited, only such portion of the Confidential Information as

specifically required shall be disclosed.

14.2 Buyer acknowledges and agrees that it is aware that: (a) the Confidential Information may

contain material, non-public information regarding ICL Group Ltd. and/or its Affiliates (“Insider

Information”) and (b) the U.S. or Israeli securities Laws prohibit any Persons who have material,

non-public information concerning ICL Group Ltd. and/or its Affiliates from purchasing or selling

securities of the ICL Group Ltd. or from communicating such information to any Person under

circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell

such securities in reliance upon such information. Accordingly, Buyer further acknowledges and

agrees (x) to maintain all Confidential Information and material non-public information of the ICL

Group Ltd. and/or its Affiliates; (y) abide by all Laws relating to the handling of and acting upon

Insider Information (including trading (directly or indirectly) while in possession of Insider

Information or disclosing or utilizing Insider Information in connection with the purchase or sale

of securities; and (z) shall not, and shall use its best efforts to ensure that its Affiliates (and any

Person acting on their behalf or in concert with them) shall not, trade in the securities of the ICL

Group Ltd. on the basis of, or if and while it or its Representatives are in possession of Insider

Information until such time as ICL Group Ltd. has publicly disclosed such information. Seller may

be required by applicable Governmental Authority, under applicable Law or any applicable listing

agreement with, or rules and regulations of, an applicable securities exchange (including any

disclosure requirement pursuant to the U.S. or Israeli securities regulations in connection with

any offering or otherwise), the nature and existence of any Agreement among the Parties.

14.3 Buyer acknowledges and agrees that nothing in these Terms and Conditions shall be construed

to grant Buyer any right, title or license to any patents, trade secrets, know-how, trademarks or

other intellectual property rights with respect to the Product supplied hereunder. Buyer

represents, warrants and covenants that it shall not copy, modify, reverse engineer, decompile,

enhance, or make any derivative works of the Product, nor shall it copy, modify, translate or

create any derivate work relating to or concerning the Product’s documentation or materials.

Buyer shall not use any of Seller’s trademarks, service marks or trade names without the prior

consent of Seller, in writing signed by an authorized representative of Seller.

 

  1. PRODUCT REGULATIONS.

15.1 Buyer hereby acknowledges that some of Seller’s Products are subject to various Laws and that

the Products are labeled for end-use within the jurisdiction in which the Products are delivered

to Buyer. In the event Buyer exports or otherwise ships or sells the Product outside of the

jurisdiction of delivery, then Buyer shall be solely responsible for complying with all applicable

Laws, related costs, expenses, and Taxes.

15.2 If by reason of any regulatory change, any quantity of product becomes subject to further

restrictions, that may result in a voluntary or mandatory recall, warning, field correction or

withdrawal of any such quantity of product, which is materially attributable to the Product, Seller

will give Buyer written notice within a commercially reasonable time after initiating such recall.

In such cases, the Parties shall discuss in good faith the consequences in accordance with the

terms of the Agreement.

15.3 In the event of voluntary or mandatory recall, warning, field correction or withdrawal of product

which is not materially attributable to Product, Buyer agrees that it will assume risk of loss and

will, in addition to its obligations under Section 10, indemnify and hold Seller, its Affiliates and its

and their Representatives harmless and forever discharge and defend from any and all Losses

directly or indirectly arising from or incidental to any such recall of product.

15.4 Without limiting any obligations under this Section 15, each Party shall disclose to the other Party

all regulatory notices or recalls which relate to the Product or other product attributable to the

Product, within 7 business days of receipt of such notice or recall.

 

 

  1. RESPONSIBLE PRACTICES.

16.1 Buyer acknowledges that Seller has furnished or made available, or shall furnish or make available

upon request, product literature or information, such as Safety Data Sheets, Product Data Sheets,

and labels that include warnings, safety and health information related to the Product being

furnished hereunder, and further acknowledges that Product supplied by Seller may be

hazardous. Buyer shall: (a) familiarize itself with all such information; (b) adopt and follow safe

handling, storage, transportation, use, treatment and disposal practices with respect to the

Product, including, without limitation, special care and practices relating to Buyer’s use of and

hazardous nature of the Product; (c) fully and adequately instruct and inform its Representatives

and customers of the precautions and safe use practices required in connection with the

unloading, handling, storage, use, transportation and disposal of the Product furnished

hereunder (including, without limitation, information contained in Seller’s most current Safety

Data Sheets or Product Data Sheets); and (d) comply with applicable Laws pertaining to the

protection of the environment, health and safety and take action necessary to avoid spills or

other dangers to Persons, property or the environment.

16.2 If the Product is further processed, mixed or incorporated into another product, Buyer

understands and is fully informed of the wastes resulting from or related to the Product or its byproducts. Buyer shall likewise disseminate appropriate health and safety information of the

Product, its relevant by-products or wastes to all Persons that Buyer reasonably foresees may be

exposed. Buyer covenants to manage and dispose of the wastes in a way that satisfies all

mandatory requirements under applicable Laws.

16.3 In the event the Product is intended for professional use only, Buyer represents and warrants to

Seller that Buyer is a professional user (or if Buyer is a reseller, that the end user shall be a

professional user) experienced and knowledgeable regarding how to properly and safely handle,

store, dispose of, and use such Product. Buyer shall indemnify, defend and hold Seller and its

Representatives harmless against any and all third-party causes of action, claims, liabilities,

losses, costs, damages and expenses (including, without limitation, attorney’s fees and expenses)

to the extent arising out of Buyer’s failure to comply with any of its commitments,

representations and/or warranties under this paragraph.

  1. RETURNABLE EQUIPMENT AND CONTAINERS.

17.1 To the extent applicable, any equipment or containers (including tank cars or rail cards) which

are returnable, whether owned or leased by and made available to Buyer, for the delivery of the

Product, shall remain the personal property of Seller, and shall be emptied following arrival to

Buyer and shall be cleaned, in a suitable and immediately reusable condition in prompt manner,

but in no event longer than 24-hours following its arrival to Buyer. Return of such equipment and

containers, shall be at Buyer’s sole cost and expense, including freight costs, no later than 30-

days following placement with the outbound carrier.

17.2 With respect to Section 17.1, Seller may, in its sole discretion, require Buyer provide it shall

reasonable security, including a fee deposit relating to such equipment and containers, which

shall be returned to Buyer, upon return of such equipment and containers in a condition

reasonable acceptable to Seller, and in compliance with this Section 17. In the event that the

equipment or containers are not returned in compliance with this Section 17, Seller may elect to

withhold such prior deposit and apply such amount bring such equipment or containers into

compliance. For the avoidance of doubt, if any amount required to bring such equipment or

containers into compliance, exceeds the amount previously deposited, Seller may seek additional

consideration from Buyer to make itself whole.

17.3 Without limiting any of the foregoing, Buyer acknowledges and agrees that it shall not use any

returnable equipment or containers, other than for reasonable storage of the Product original

delivered, in any manner that is not consistent with the Agreement or generally accepted

industry best practices. At all times following arrival to Buyer, Buyer shall be responsible for any

and all liabilities, losses, damagesto or the destruction of any returnable equipment or containers

until such equipment or containers are returned to Seller’s shipping location, ordinary wear and

tear, in normal operation excepted. Without limiting any other amounts due to Seller from Buyer

for any other non-compliance under this Section 17, in the event Buyer fails to deliver such

equipment or containers within the time period specified above, Buyer agrees to pay Seller for

each individual item of equipment and container, per calendar day, at rate of EUR (€) 50, shall

accrue from and including the date the item of equipment or container was due until but

excluding the date that such item of equipment or container is received by Seller.

  1. GOVERNING LAW; JURISDICTION; JURY TRIAL WAIVER.

18.1 These Terms and Conditions and all claims arising out of or relating to these Terms and Conditions

and the transactions contemplated hereby, shall be governed by the Laws of Seller’s principal

place of business without giving effect to any choice or conflict of law provision or rule (whether

of Seller’s principal place of business or any other jurisdiction) that would cause the application

of the Laws of any jurisdiction other than the Laws of Seller’s principal place of business.

18.2 Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts located in the

jurisdiction where either at the Seller’s discretion (a) Seller’s principal place of business or (b)

Seller’s registered office, is located for the purpose of any Action, whether in law or in equity,

whether based on contract, tort or otherwise, arising out of or relating to these Terms and

Conditions or any transaction contemplated hereby (and agrees not to commence or support any

Person in any such Action relating hereto except in such courts). Each of the Parties irrevocably

and unconditionally waives any objection to the laying of venue of any Action, of any kind or

description, whether in law or in equity, whether based on contract, tort or otherwise, arising

out of or relating to these Terms and Conditions or the transactions contemplated hereby in the

courts located in the jurisdiction where either (a) Seller’s principal place of business or (b) Seller’s

registered office is located, and hereby further irrevocably and unconditionally waives and agrees

not to plead or claim in any such court that any such Action brought in any such court has been

brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final

judgment in any Action so brought shall be conclusive and may be enforced by suit on the

judgment in any jurisdiction or in any other manner provided in law or in equity. The United

Nations Convention of Contracts for the International Sale of Goods is disclaimed and shall have

no application to these Terms and Conditions.

18.3 EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION

(WHETHER IN LAW OR IN EQUITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)

ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE TRANSACTIONS

CONTEMPLATED BY THESE TERMS AND CONDITIONS OR THE ACTIONS OF THE PARTIES IN THE

NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

 

  1. BINDING EFFECT; BENEFIT ASSIGNMENT.

These Terms and Conditions shall inure to the benefit of and be binding upon the Parties and

their respective successors and permitted assigns. No other Person that is not a Party shall be

entitled to the benefits of these Terms and Conditions. Neither these Terms and Conditions, nor

any of the rights, interests or obligations hereunder, shall be assigned or otherwise transferred

by either Party without the prior written consent of the other Party (such consent not to be

unreasonably withheld, conditioned, or delayed), and any attempted assignment or other

transfer, without such consent, shall be null and void; provided, however, that Seller may,

without Buyer’s prior written consent, assign and otherwise transfer the Agreement to (a) any of

its Affiliates (including, for clarity, current and future Affiliates) by providing written notice to

Buyer; and (b) to a successor in interest, or to any other third party in connection with any

receivables assignment, or a merger, sale of all or substantially all of Seller’s assets to which the

Agreement relates, a stock sale of Seller, or a change of control of Seller. For the clarity and the

avoidance of doubt, any indirect or direct change of control with respect to Buyer shall be

considered an assignment for purposes of this Section 19.

  1. EXTENSION; WAIVER.

Subject to the express limitations herein, the Parties may (a) extend the time for the performance

of any of the obligations or other acts of the other Party, (b) waive any breach of any of the

representations and warranties herein by the other Party or (c) waive compliance with any of the

covenants or the satisfaction of any of the conditions herein. Any agreement on the part of any

Party to any such extension or waiver shall be valid only if set forth in an instrument in writing

signed by or on behalf of such Party. No failure or delay on the part of any Party hereto in the

exercise of any right hereunder shall impair such right or be construed as a waiver of, or

acquiescence in, any breach of any representation or warranty, compliance with any covenant or

satisfaction of any condition herein, nor shall any single or partial exercise of any such right

preclude other or further exercise thereof or of any other right.

  1. SEVERABILITY.

If any provision or the application of any such provision to any Person or circumstance shall be

declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any

respect, all other provisions of these Terms and Conditions, or the application of such provision

to Persons or circumstances other than those as to which it has been held invalid, illegal, void or

unenforceable, shall nevertheless remain in full force and effect and shall in no way be affected,

impaired or invalidated thereby. Upon such determination that any provision, or the application

of any such provision, is invalid, illegal, void or unenforceable, the Parties shall negotiate in good

faith to modify the Agreement so as to effect the original intent of the Parties as closely as

possible to the fullest extent permitted by Law in an acceptable manner to the end that the

transactions contemplated hereby are fulfilled to the greatest extent possible.

 

  1. SURVIVAL.

The representations and warranties of the Parties, accrued payment obligations (whether or not

yet due), Tax obligations, indemnification obligations, limitations of liability, confidentiality

obligations, and environmental obligations and any other covenants, terms and conditions set

forth herein that are intended or by their terms have effect after the termination of the

Agreement, shall survive termination of the Agreement.

 

  1. NOTICES.

All notices or other communications that are required or permitted to be given pursuant these

Terms and Conditions shall be in writing and shall be deemed to have been delivered if (a)

personally delivered, (b) mailed, certified or registered mail postage prepaid, when received, (c)

sent by a nationally recognized next-day or overnight courier, shipping prepaid, when received,

or (d) sent by e-mail transmission, when confirmed received, at the addresses and to the

designated persons identified by each Party or such other addresses persons designated by each

such Party.

 

  1. CONTROLLING LANGUAGE; ADDITIONAL TERMS.

24.1 These Terms and Conditions are provided in the English, Chinese, French, German, Portuguese,

Japanese and Spanish language and may be found on Seller’s global website at https://www.iclgroup.com/commercial-terms/, with all texts being equally as authentic. Upon the request of

Buyer, and at its sole cost and expense, Seller may provide other language translations of these

Terms and Conditions. In the event of a dispute relating to the interpretation, the English text

shall prevail for all purposes.

24.2 In connection with any Agreement among the Parties involving a commitment to purchase a

percentage of Buyer’s Product requirements, the following descriptive terms are not material to

the Products, but merely illustrative of Buyer’s then-current requirements, including without

limitation, Product-grade, specifications, concentrations, sizing and quality. In the event that

Buyer desires to change or modify the then-current requirements mentioned herein, Buyer shall

notify Seller in writing, not less than 15-days prior to the desired effective date of such requested

change or modification; provided, however, that for the avoidance of doubt, this restriction shall

not impact Product supplied to Buyer prior to the effective date of such request. All committed

volumes shall be modified to include such modified requirements, subject to Seller’s adjustments

to such pricing of such Product subject to Buyer’s request herein.


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