Terms and Conditions

TERMS AND CONDITIONS FOR PURCHASE OF GOODS:

Aalborz Chemical LLC, d/b/a Aalchem, Aalcare, LLC (identified collectively as "Buyer") agrees to buy Product or Service from Seller contingent upon Seller’s acceptance of the following Terms and conditions ("Terms”). By accepting an order from Buyer, Seller is deemed to have read and accepted these Terms. Seller must confirm receipt of purchase order and advise Buyer of ship date.

Price: The price for the Products shall, as applicable, cover the net weight of the Products, and no extra charge of any kind, including charges for boxing, packaging, or crating, shall be allowed unless specifically agreed to in advance in writing by Buyer. The price for Services shall cover all activities required to perform the Services.
Taxes: The amount of taxes imposed will be separately stated on the Order Form and any related invoice and all amounts shown will include all federal, state and local sales, use, excise and similar taxes applicable to the Products or Services sold or provided. Notwithstanding the foregoing, each of Buyer and Seller shall bear sole responsibility for all taxes of any kind imposed by a federal, state, local, or foreign governmental authority, directly on said party, including, but not limited to, those on, or measured by or referred to as income, gross receipts, financial operations, franchise, profits, license, excise, premium, windfall profits taxes, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by such governmental authority with respect to that party’s income, operations, employment, property (whether owned, leased or deemed to be owned or leased) or business operations.
Invoice & Payment: Unless otherwise specified by Buyer, Seller shall invoice Buyer for the Products or Services only after the Products or Services are received at the destination specified by the Buyer. Payment terms shall be as stated on the Purchase Order. Standard terms are Net ninety (90) days from date of invoice unless otherwise provided in writing. If Buyer is in delay with payment of amounts due, such delay shall not constitute a material breach that gives Seller a right to terminate the Purchase Order. Payment shall not constitute acceptance of goods.
Documentation:
1. SDS and C of A must accompany shipment of chemical/raw material Product.
2. Documents shall be emailed as soon as available to purchasing@aalchem.com.
3. Country of origin for all items must be on BOL.
4. Additional document requirements for foreign shipments:
  1. An accurate fully completed ISF 10+2 Customs form with all required information collected from Freight Forwarder, Consignee, and Supplier must be emailed to ISF@aalchem.com 72 hours prior to loading material to the vessel. If ISF 10+2 customs form is not received in the time required with accurate information the container must be held at Port of loading and shipment rescheduled. Non-Compliance will result in fines of U.S. /$10000.00 and detaining container at the Port of loading. Cost for Non-Compliance assessed to the U.S. Importer/Consignee will be the Responsibility of the Seller.
  2. C-TPAT certification number of 595019b9-be04-47c2-8431-a4374be4b96d must be listed on all documents.
  3. All chemical/raw material product must be labeled with GHS compliant labels.
  4. If material is hazardous, send DG Cargo Declaration form along with shipping documents.
  5. Hazardous material must meet IMDG labeling requirements.
Delivery; Cancellation; Inspection; Acceptance:
1. Product Delivery. Seller shall be responsible for packaging, loading and shipping the Products in accordance with any packaging specifications, shipping methods and other related requirements set forth in Buyer’s Purchase Order or otherwise communicated in writing to Seller by Buyer. If no such specifications, methods or requirements are so specified, Seller shall be responsible for packaging, loading and shipping the Products in a manner sufficient to prevent damage and loss to the Products during shipment. Shipments must equal quantity ordered, unless otherwise agreed to by Buyer in writing. Seller shall provide a packing list to Buyer (which shall be securely attached to the outside of the package) for all shipments referencing the Purchase Order number. All pallets used to ship Product to the Buyer “ship to” destination must be on new wood pallets manufactured in accordance with ISPM 15 Standards. All wooden pallets and dunnage/blocking/bracing must be stamped per ISPM 15 Standards. Unless otherwise specifically provided for herein, Seller shall be responsible for freight and delivery to the destination specified on the applicable Order Form. All freight and delivery charges will be borne by Seller, unless specifically agreed to in advance, in writing by Buyer. Provided Buyer agrees to accept such freight and delivery charges in advance, the amount allocated for product freight delivery will be separately stated on the Order Form and any related invoice, and all amounts shown will include all packaging, loading and shipping applicable to the Products or Services sold or provided under the Purchase Order or the materials used in connection therewith. Under no circumstances will Seller include in such charges, or will Buyer bear, additional or charges related to the freight and delivery of covered Products and/or Services, including, but not limited to, fuel surcharges, energy surcharges, or seasonal surcharges, whether originated by Seller or on behalf of any third party. Notwithstanding any provision in the Purchase Order to the contrary, Seller shall bear all risks of loss and damage to the Products until final acceptance by Buyer at Buyer’s “ship to” destination specified on the applicable Order Form. Further, Seller shall bear the same risks with respect to any Products rejected by Buyer or as to which Buyer has revoked its acceptance from the time of such rejection or revocation.
2. Customs Clearance. For shipment of Products imported into the commerce of the United States, Seller shall promptly provide Buyer with a commercial invoice that includes the information required by 19 CFR 141.86, as supplemented and/or amended from time to time. Seller shall remain fully responsible for its compliance obligations under the Purchase Order.
3. Country of Origin Requirement. Whether a Product is imported into the United States or manufactured and delivered within the United States, Seller shall determine the appropriate Country of Origin according to 19 C.F.R. § 102 (or the relevant regulation if a trade agreement is applicable) and mark Products consistent with 19 C.F.R. § 134.
4. Safety Data Sheets. Seller shall provide to Buyer all information related to the safety, safe handling, environmental impact, and disposal of the Product including, without limitation, safety data sheets. Seller shall promptly deliver to Buyer any updates or amendments to the information, including those made to address the United Nations Globally Harmonized System of Classification and Labeling of Chemicals’ requirements, provided pursuant to this Section and any new information relating to the safety, safe handling, environmental impact, or disposal of the Product.
5. Cancellation. The delivery of Products and/or Services shall strictly comply with the delivery date or delivery schedule, if any, specified by Buyer. If at any time it appears that Seller will not meet such delivery date or schedule, Seller shall promptly notify Buyer in writing of reasons for, and the estimated duration of, the delay. If requested by Buyer, Seller shall ship delayed Products by means to avoid or minimize delay to the maximum extent possible, any added cost to be borne by Seller. In addition to its other remedies, Buyer reserves the right to cancel all or any part of any Purchase Order for the undelivered Products or unperformed Services if Seller does not deliver the Products or perform the Services as specified in the Purchase Order.
Rejection of Goods: Nonconforming or defective goods may be returned to the Seller for, at the Buyer's option, full credit or replacement with new goods at the Seller's risk and expense, including all expenses for labor and materials in dealing with or removing the defective product, all charges for handling, sorting, packaging and transportation both ways. No replacement of nonconforming goods may be made except as authorized by a replacement Purchase Order signed by Buyer.
Changes: Seller acknowledges and agrees that Buyer may provide Seller with a written request for changes to the Services and/or Products from time to time. Buyer and Seller shall review all such requests to determine the effect, if any, such requested changes may have upon fees payable, delivery schedule, and other terms and conditions of the Purchase Order. After such effects have been assessed, Buyer may decide, in its sole discretion, whether to implement such changes. If Buyer elects to implement such changes, the parties shall enter into a written agreement signed by both parties that describes such changes, which agreement shall constitute an amendment to the Purchase Order.

Seller shall notify Aalchem at least ninety (90) days prior to any changes in raw materials, manufacturing or testing methods/processes, packaging, shelf life, site of manufacture or any other material changes which may affect the quality of the goods described on the Purchase Order. Such changes must be agreed upon in advance by Aalchem in writing. Aalchem may terminate the purchase order in whole or in part if changes are not approved.
Customer Requirements: Seller shall comply with the applicable terms and conditions of any agreements between Buyer and Buyer’s Customer (the “Customer Purchase Orders”) pursuant to which Buyer agreed to sell to Buyer’s Customer products provided by Seller hereunder. By written notice to Seller, Buyer may elect to disclose and have the provisions of the Customer’s Purchase Orders prevail over any term of the Purchase Order at any time.
Quality Control: Seller shall maintain adequate and consistent quality control inspection and testing to assure that goods will consistently conform to specified requirements, and shall, at Buyer's request, furnish substantiated results of quality control inspections and testing. Seller shall notify Buyer in writing before changing in any way processes used in production or Buyer's specified requirements of goods ordered by Buyer under the Purchase Order. Buyer's specified requirements used in production must not be changed without Buyer's prior written consent.
Global Trade Control Laws: The parties acknowledge that Products and Services covered by the Purchase Order and any Agreement may be subject to applicable economic sanctions, import, and export control laws, regulations and orders (herein “Global Trade Control Laws”), and Seller agrees to perform all Services under the Purchase Order or any Agreement in full compliance with all applicable Global Trade Control Laws. Seller agrees that it will not, without written consent from Buyer, knowingly transfer any Products, goods, software, technology or services to Buyer that are (i) controlled at a level other than EAR99 under the U.S. Export Administration Regulations; (ii) controlled under the U.S. International Traffic in Arms Regulations; (iii) specifically identified as a European Union Dual Use Item; or (iv) on an applicable export control list of a non-U.S. country. Seller shall provide Buyer with the applicable export control classification (e.g., Export Control Classification Number) and Harmonized Tariff Schedule code for all Products, goods, software or technology it transfers to Buyer. Seller agrees that no Products or Services under the Purchase Order or any Agreement will (i) be from or in a Restricted Market (as defined below); (ii) involve individuals ordinarily resident in a Restricted Market; or (iii) include companies, organizations, or governmental authorities from or located in a Restricted Market. For purposes of the Purchase Order and any Agreement, “Restricted Market” means, as applicable under Global Trade Control Laws, the Crimean Peninsula, Cuba, the Donbass Region, Iran, North Korea, Sudan or Syria, or any other country, territory or region similarly sanctioned or subjected to an economic embargo by any applicable jurisdiction.
1. Restricted Party. Seller represents, warrants, and covenants that Seller is not designated as a Restricted Party (as defined below), and that none of its owners, directors, or officers are Restricted Parties or are owned or controlled by Restricted Parties. Seller has not and will not use, in any capacity in connection with the delivery of the Products or the Services performed under the Purchase Order, any person or entity designated as a Restricted Party or owned or controlled by a Restricted Party. Seller will immediately notify Buyer in the event that any of the representations, warranties or covenants in this Section change during the term of the Purchase Order. Notwithstanding any cure periods set forth herein, Seller acknowledges that designation as a Restricted Party shall be grounds for immediate termination of the Purchase Order by Buyer for cause with no cure period. “Restricted Party” means any individual or entity placed on lists of restricted, sanctioned or debarred parties maintained by an applicable governmental authority.
2. Forced Labor. Seller confirms that no forced labor, convict labor, or indentured labor, including forced or indentured child labor, which are prohibited by the International Labor Organization’s conventions on forced labor, are used in the manufacture of goods. Seller also confirms that Seller takes steps to avoid use of any raw material that would violate these conventions.
Anti-Bribery/Anti-Corruption Breach: Seller has not and will not directly or indirectly offer or pay, or authorize such offer or payment of, any money or anything of value in an effort to influence any Government Official (as defined below) or any other person in order for Buyer to improperly obtain or retain business or to gain an improper business advantage and has not accepted, and will not accept in the future, such a payment. For purposes of the Purchase Order, a “Government Official” shall be broadly interpreted and means: (i) any elected or appointed non-U.S. Government official (e.g., a legislator or a member of a non-U.S. Government ministry); (ii) any employee or individual acting for or on behalf of a non-U.S. Government official, non-U.S. Government agency, or enterprise performing a function of, or owned or controlled by, a non-U.S. Government (e.g., a healthcare professional employed by a non-U.S. Government hospital or researcher employed by a non- U.S. Government university); (iii) any non-U.S. political party officer, candidate for non-U.S. public office, or employee or individual acting for or on behalf of a non-U.S. political party or candidate for public office; (iv) any employee or individual acting for or on behalf of a public international organization; (v) any member of a royal family or a member of a non-U.S. military, and (vi) any individual otherwise categorized as a Government Official under applicable law. “Government” means all levels and subdivisions of governments (i.e., local, regional, or national and administrative, legislative, or executive).
U.S. Customs – Trade Partnership Against Terrorism ("C-TPAT"):
1. Seller has reviewed its supply chain security procedures and these procedures and their implementation are, and shall remain during the term of the Purchase Order, in accordance with the importer security criteria set forth by the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection. Seller represents and warrants that it has developed and implemented, or shall develop and implement within sixty (60) days of the date of the Purchase Order, procedures for periodically reviewing and, if necessary, improving its supply chain security procedures to assure compliance with C-TPAT security criteria.
2. Seller acknowledges that Buyer is a certified member of C-TPAT. Importers that have joined C-TPAT are expected to have substantially fewer of their imports inspected and, hence, fewer supply chain delays (the “C-TPAT Benefits”). As a C-TPAT member, Buyer is required to make periodic assessment of its international supply chain based upon C-TPAT security criteria. Seller agrees to conduct an annual security audit at each of its facilities and to take all necessary corrective actions to ensure the continued participation of Buyer in C-TPAT. Seller agrees to share with Buyer the results of such annual audits and agrees to prepare and submit to Buyer a report on the corrective actions taken in response thereto. In addition, Buyer may audit Seller’s records and facilities for the purpose of verifying that Seller’s procedures are in accordance with the C-TPAT security criteria, and Seller shall provide Buyer with access to Seller’s records and facilities reasonably necessary for the purpose of conducting such audit. Seller agrees to notify Buyer of any event that has resulted in or threatens the loss of its C-TPAT Benefits (if it is a member of the C-TPAT program) or alternatively jeopardizes Buyer’s retention of its own C-TPAT Benefits. In an effort to secure each part of the supply chain, if Seller is not already a member, Seller agrees to work in good faith to become a member of the CTPAT program, if Seller is organized or incorporated in the United States, Mexico or Canada, or the equivalent supply chain security program criteria administered by the customs administration in Seller's home country if Seller is not organized or incorporated in the United States, Mexico or Canada.
Limitation of liabilities: Notwithstanding the form (e.g., contract, tort or otherwise) in which any legal or equitable action may be brought, under no circumstances shall Buyer or its affiliates be liable for consequential, indirect, special, punitive, or incidental damages or lost profits, whether foreseeable or unforeseeable, based on claims of Seller or any other party arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, failure of any remedy to achieve its essential purpose, or otherwise. Notwithstanding the form (e.g., contract, tort or otherwise) in which any legal or equitable action may be brought, in no event shall Buyer or its affiliates be liable for any damages or losses that exceed, in the aggregate, the amount of fees paid and payable by Buyer for the Products or Services that gave rise to such damages or losses for each respective breach or series of related breaches. This Section shall not apply only when and to the extent applicable Law specifically requires liability despite the foregoing disclaimer, exclusion and limitation.
Insurance: Without limiting other Seller Terms obligations or liabilities, and except if and as otherwise expressly dictated by Buyer’s Purchase Order shipping term, Seller shall at its sole expense obtain and maintain in full force and effect adequate liability insurance to insure all of Seller's obligations under the Terms and the sale of goods, and Buyer reserves the right to establish minimum insurance requirements (over and above as set forth below) with respect to same. Said insurance shall, without limitation, cover any other claims, damages or demands which may be brought or made against Seller and/or Buyer by any person suffering any injury, damage or loss in connection with the Terms and/or goods including, without limitation, Personal Injury, Property Damage and Product Liability Insurance with limits of not less than $2,000,000.00 per occurrence. Seller shall produce to Buyer its current policy or policies of insurance; Seller shall further arrange for Buyer to be designated as an "additional insured" under the policy or policies.
Term and Termination:
1. Term. The Purchase Order shall commence upon Seller’s acceptance of the Purchase Order and shall continue through Buyer’s acceptance of such Services or Products, as may be further specified in the Purchase Order.
2. Termination. In addition to Buyer’s termination rights set forth elsewhere herein, Buyer may terminate the Purchase Order, in whole or in part, in its sole discretion: (i) upon fifteen (15) days prior written notice to Seller for any reason; (ii) immediately upon written notice to Seller if Seller breaches the Purchase Order; (iii) if reasonable grounds for insecurity arise with respect to Seller’s performance and Seller fails to furnish adequate assurances within five (5) days after written demand by Buyer for such assurance; or (iv) immediately upon written notice to Seller if Seller becomes insolvent or otherwise makes an assignment for the benefit of creditors, commits an act of bankruptcy or files or has filed against it a petition in bankruptcy or reorganization proceedings. During any notice period, Seller shall cease to provide the cancelled Services or Products, as the case may be, to Buyer as soon as commercially practicable after receiving such notice.
3. Termination for Breach of Global Trade Control Laws. Buyer may terminate the Purchase Order effective immediately upon notice to Seller if Seller breaches any of the representations, warranties, covenants, or agreements set forth in Section 10, or for any other violation of Global Trade Control Laws. If the Purchase Order is so terminated, Buyer shall not be responsible for any payments due to Seller or another party, even if activities have already occurred. Further, Seller shall be responsible for reimbursing Buyer for any payments due to Buyer under the Purchase Order or any Agreement that are blocked due to violation of Global Trade Control Laws.
4. Termination for Breach of Anti-bribery/Anti-Corruption Representation. Buyer may terminate the Purchase Order effective immediately upon notice to Seller, if Seller (i) breaches any of the representations and warranties set forth in Section 11 or (ii) if Buyer learns that (a) improper payments are being or have been made or offered to Government Officials (as defined in Section 11) or any other person by the Seller or those acting on behalf of the Seller with respect to the Purchase Order or (b) that the Seller or those acting on behalf of the Seller with respect to the Purchase Order has accepted any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retain business or otherwise gain or grant an improper business advantage from or to any other person or entity. Further, in the event of such termination, Seller shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into by Seller prior to such termination, and Seller shall be liable for damages or remedies as provided by the Purchase Order, at law or in equity.
Compliance with Law: Seller shall strictly comply with all applicable laws, governmental regulations, and any other relevant legal requirements including any applicable requirement under the Toxic Substances Control Act (“TSCA”) and all other rules and regulations of the Environmental Protection Agency (EPA), the Fair Labor Standards Act, laws concerning environmental protection and occupational health and safety, and any other relevant laws in the jurisdiction of the Buyer or Seller.
1. All goods constituting or containing chemical substances subject to the TSCA (including substances which the Seller does not make or import) must be correctly listed on the TSCA Chemical Substances Inventory, or else comply with an exemption to such Inventory listing. Seller shall notify Buyer in writing of any TSCA restrictions known to it governing use and disposal of the goods, including, but not limited to, any proposed or final Significant New Use Rule (SNUR) restrictions.
2. Seller represents and warrants that no goods supplied will be manufactured by child or slave labor or by victims of human trafficking.
3. While supplying goods, Seller will comply with US Foreign Corrupt Practices Act, UK Bribery Act, local anti-corruption laws, and all other laws prohibiting any form of commercial or private bribery. Seller warrants that neither it nor any of its employees, agents, or representatives will offer or give any gratuities to Buyer.
4. Seller shall fully cooperate with Buyer including by sharing information permitting Buyer representatives to visit and audit its sites and addressing any concerns raised by Buyer or any governmental entity or authority. Seller will fully comply with all reasonable requests from Buyer for information, documentation, and certifications relating to Seller’s compliance with this section.
Damage Limitation: In no circumstance shall Buyer and/or its owners, employees or agents be liable for special, indirect, exemplary, punitive or any consequential damages (including, without limitation, lost profits) of Seller or such claims or damages of any third party involving Buyer whether based on contract, tort (including negligence), product liability, strict liability, or any other legal theory or form of action. In no event will the liability of Buyer and/or its owners, employees or agents to Seller ever exceed the total amount of the purchase price for the applicable goods purchased. In the event that any claim is made against Buyer, Seller agrees that any claims made or liabilities assessed to Buyer are limited to the Buyer itself - no liability or damages shall be sought, collected from or assessed to any individual shareholder, director, officer, employee, or representative of Buyer under any circumstance.
Confidentiality and Personal Data Confidentiality and Personal Data:Seller agrees that all drawings, prints, other technical material, pricing information and/or other proprietary information which Buyer provides to Seller, whether prepared by Buyer or by third parties under contract to Buyer, contain data which embody trade secrets and confidential know-how of commercial value to Buyer or third parties under contract to Buyer. Accordingly, except as otherwise required by applicable law or judicial process, Seller agrees (a) to keep such information strictly confidential; (b) that it will not disclose such information to any other person, corporate division or entity; (c) that it will not use such information except in direct connection with the goods purchased hereunder; and (d) that it will not sell, lease, loan or permit any other person, corporate division or entity to use such information for any purpose, without Buyer's prior written consent. Seller shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging Seller's obligations to Buyer and shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as bind Seller. Nothing herein shall restrict the sharing or use of information generally available to the public. In addition, the purchase of the goods does not authorize Seller to use Buyer's name or make reference to Buyer for any purpose in any release for public or private dissemination; nor shall Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without the prior written consent of Buyer. Seller agrees to comply with all applicable laws relating to privacy and protection of personal data in respect of personal data obtained by or disclosed to it, pursuant to the Purchase Order. Seller agrees to (i) only process personal data for the purposes of the Purchase Order and as directed by Buyer, (ii) timely report to Buyer any complaints or notices it has received regarding the misuse or disclosure of personal data, and (iii) maintain appropriate measures to protect against unauthorized processing, access or disclosure of personal data and notify Buyer of any such unauthorized use, access, or disclosure.
Warranty: Seller expressly warrants that all goods or services covered by the Purchase Order (i) conform to the Purchase Order, specifications, drawings, samples, and descriptions furnished to or by the Buyer, (ii) are merchantable, of good material and workmanship, and free from defect, and (iii) are fit and sufficient for the particular purpose intended by Buyer. If Seller has participated in the design of the item or approved the design, Seller also warrants that the items are free from defects in design. Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the goods or services. If Seller is aware, is made aware or becomes aware that the goods or services are not appropriate for the use intended by Buyer or that the specifications given to Seller by Buyer or Buyer’s Customer will result in less-than-optimal performance of the goods or services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the goods or services within the product will affect their performance or if anything (different than that called out in the prints or specifications) is necessary for the goods to perform for the intended use. All goods and services are subject to inspection by the Buyer and/or the Buyer's customer. Payment for, inspection of, or receipt of, goods or services will not constitute acceptance of the goods or services or a waiver of any breach of warranty.
Force Majeure: Under no circumstance shall Buyer be liable to Seller and/or any third party for non-performance, delays or defaults due to acts of God, war, labor dispute, lock outs, civil commotion, accident, fire, flood, government action, shortage of labor, epidemic, pandemic (and/or any virus or disease), shortage or failure of usual transportation mode, and/or any other circumstance beyond Buyer's direct control (broadly, a "Force Majeure Event"). Without limitation, Buyer reserves the right to defer the date of delivery or payment, to reduce the volume of Goods ordered, and/or to cancel a Purchase Order due to a Force Majeure Event, all without liability to Buyer.
Supplier Quality Manual: Seller shall comply with all requirements of the Aalchem Supplier Quality Manual, and periodic updates as they occur.