NVHKit.com/Miller-Stephenson Chemical
Terms and Conditions of Sale 

• AGREEMENT: ANY SALE BY MILLER-STEPHENSON CHEMICAL COMPANY, INC. OR ITS WHOLLY OWNED SUBSIDIARY MILLER-STEPHENSON MEDICAL LLC (EACH, AND TOGETHER, “COMPANY”) OF ANY PRODUCTS MANUFACTURED, DISTRIBUTED, AND/OR MANUFACTURED BY THE COMPANY (“PRODUCTS”) SHALL BE SUBJECT TO ALL TERMS AND CONDITIONS OF SALE SET FORTH BELOW, AND COMPANY’S ACCEPTANCE OF ANY PURCHASE ORDER FROM PURCHASER IS EXPRESSLY MADE CONDITIONAL ON PURCHASER’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. These Terms and Conditions of Sale shall take precedence over any differing terms in any other documentation of Purchaser, including, but not limited to, any other clauses or terms which appear on any correspondence, purchase order, work order, or other documentation prepared and/or provided by or on behalf of Purchaser. No terms, conditions, or representations other than those set out in these Terms and Conditions of Sale, including, but not limited to, those made by any employee, agent, or representative of Company shall be binding on Company, unless Company expressly agreed to the same in writing signed by an authorized Company representative. No waiver, alteration, or modification of any of these Terms and Conditions of Sale will be binding on Company unless made in writing and signed by an authorized representative of Company.
• CANCELLATION: Cancellation or modification of orders by Purchaser are subject to Company’s prior written consent in each instance, which may be withheld in Company’s sole discretion. Company reserves the right to charge a cancellation, restocking, change, or similar fee for cancelled or modified orders.
• PAYMENT; TAXES: The purchase price for Product will be specified in the corresponding Company invoice. Unless otherwise set forth on Company’s invoice or otherwise agreed upon by the parties in writing, payment shall be made within 30 days of the date of Company’s invoice. Outstanding balances shall accrue interest at a rate equal to the lesser of 1.5% per-month and the maximum rate permitted by applicable law, from the date on which payment become due until the date on which it is received by Company. Company reserves all other applicable rights granted under the Uniform Commercial Code (UCC) in relation to any failure by Purchaser to pay for any Products or any other breach by Purchaser of these Terms and Conditions of Sale. Under no circumstances shall Company be obligated to pay or accept any back charges from Purchaser. There shall be added to the purchase price of each Product amounts equal to any sales, use, or equivalent taxes required to be collected by Company, unless Purchaser provides Company with an appropriate exemption certificate. Notwithstanding any specified payment terms, Company may require payment in advance of shipment if Purchaser's credit, in Company’s sole judgment, becomes impaired. In the event that Purchaser fails to make payment when due, the purchase price shall become immediately due and payable and Company may cancel any unfilled portion of a shipment.
• DELIVERY: Unless otherwise set forth in an applicable quote or order confirmation issued by Company, or otherwise agreed upon by Company in writing, delivery terms are Ex-Works (EXW): Danbury, CT or Sylmar, CA. Any surcharges levied on Company by suppliers or freight carriers will be charged to Purchaser. Purchaser is advised that quoted ship dates are based on estimates at the time of quotation and that Company will use commercially reasonable efforts to meeting such schedules; provided, however, Company assumes no liability for additional costs or damages resulting from late deliveries. Unless otherwise agreed by Company in writing, Company may deliver Products in partial shipments or in advance of the specified delivery date. Unless otherwise set forth in an applicable quote or order confirmation issued by Company, Company shall not be liable for any Product lost, damaged, or destroyed while in transit, and Purchaser acknowledges and agrees that any risk of such loss, damage, or destruction transfers to, and is assumed by, Purchaser when the Product(s) are released to Purchaser or a carrier or other third party for delivery to Purchaser.
• END USE; SUITABILITY: Purchaser is solely responsible for determining Product suitability for the uses contemplated by Purchaser and/or its customers or affiliates. Purchaser and its customers, as applicable, assume all risks and liability for loss, damage, or injury to any person or property arising out of the use or possession of Product supplied by Company. Purchaser acknowledges and agrees that Company is not responsible for any loss, damage, or injury to any person or property arising out of Purchaser’s purchase, possession, or use of any Products supplied by Company. Purchaser shall have sole control and responsibility over any warnings to be given to end users in relation to the use, storage, and/or handling of the Products. Purchaser shall indemnify Company against any and all losses, damages, liabilities, claims, suits, costs, and expenses (including reasonable attorney’s fees and court costs) which may be brought against, or incurred by, Company as a result of any personal injury (including death) or any property damage arising out of or in connection with any use, storage, or handling of such Products, whether used alone or in connection with any other material(s).
• ACCEPTANCE; LIMITED WARRANTY: Subject to Purchaser’s compliance with its payment obligations under these Terms and Conditions of Sale, Company warrants that the Products will materially conform to the specifications set forth in the applicable purchase order. Purchaser shall inspect the Products as soon as delivered. If no notice of non-conformity is received by Company within five business days of Purchaser’s receipt of the Products, the Products are deemed accepted. If Purchaser provides notice that Products are non-conforming under these Terms and Conditions of Sale within the allotted timeframe and Company verifies the same, Company shall, in its sole discretion and at its expense, either repair the non-conforming Products, replace them with conforming Products, or refund the amounts paid by Purchaser for the non-conforming Products. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY EXPRESSLY DISCLAIMS any and all warranties, express or implied, INCLUDING those of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, title or non-infringement of third-party rights. Unless OTHERWISE SET FORTH ON COMPANY’S INVOICE, OR OTHERWISE AGREED UPON BY COMPANY IN WRITING, all Products, including those required to meet exact specifications, shall be subject to industry standard tolerances AND variations IN PRODUCT PROFILE CHARACTERISTICS.
• COMPLIANCE: Purchaser shall comply with all applicable federal, state, and local laws, rules, ordinances, and regulations, including, without limitation, to the extent applicable to Purchaser’s storage handling, labeling, transportation, possession, processing, further manufacture, or other use of the Products. Purchaser accepts sole responsibility for the accuracy and compliance of all packaging, labels, marketing claims, or other representations made by or on behalf of Purchaser in relation to the Products. Company shall comply with all applicable federal, state, and local laws, rules, ordinances, and regulations to which it is subject in connection with its obligations under these Terms and Conditions of Use or an accepted purchase order. Company is under no obligation to provide Purchaser with any test results with respect to the safety, performance, or any other characteristic of any Product, and Company shall have no responsibility or liability with respect to any failure by Purchaser in connection with the same.
• PRODUCT INFORMATION: Company is under no obligation to supply any descriptive, technical, or regulatory information to Purchaser regarding the substances or materials in any Product. Any information about any Product supplied by Company is provided strictly “as-is” without any representation or warranty of any kind, whatsoever, as to the accuracy or completeness of any such information. Notwithstanding any express or implied indication to the contrary by or on behalf of the Company, all Product-related information is supplied upon the condition that the Purchasers or other persons receiving such information in connection with Purchaser’s purchase or use of the Products will make their own determination as to the Products’ suitability for the contemplated purposes prior to use. In no event will Company be responsible for damages of any nature whatsoever resulting from the use of, or reliance upon, any Company-supplied information relating to any Product. Purchaser specifically releases and discharges Company from any and all liability relating to, and will indemnify and hold harmless Company from any claim or expense (including reasonable attorney’s fees) incurred by Company in connection with, the disclosure or use of such information.
• INDEMNIFICATION: As between Company and Purchaser, Purchaser is solely responsible for the storage, handling, transport, possession, processing, further manufacture, and/or any other use (collectively, “Use”) of Products and any harm arising from or in relation to Purchaser’s or any other party’s Use of the Products purchased under these Terms and Conditions. Purchaser shall defend, indemnify, and hold harmless Company, its subsidiaries, affiliates, parents, partners, permitted successors and assigns, and each of their respective past and present directors, officers, employees, and agents (collectively “Indemnitees”), jointly and severally, from and against any and all losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without limitation, reasonable attorneys’ fees, incurred by any Indemnitee in connection with any complaint, action, or other proceeding in connection with the Use of Product(s), including, but not limited to, (a) Purchaser’s or any third party’s misuse of such Product(s), (b) any claims that the Products or their use in further manufacturing infringes on the intellectual property rights of any third party, or (c) any negligent acts or omissions, willful misconduct, or other actions attributable to Purchaser in connection with the Use of any Product; provided, however, that Purchaser’s indemnity obligations under this paragraph will not apply to any losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, or other expenses incurred by an Indemnitee to the extent caused by the willful misconduct or negligence of an Indemnitee.
• LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL COMPANY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCT OF ANY KIND WHATSOEVER SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNTS PAID TO COMPANY BY PURCHASER FOR THE SPECIFIC LOT OF PRODUCT GIVING RISE TO THE CLAIM, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST COMPANY. WITHOUT LIMITING AN APPLICABLE WARRANTY, NO ACTION RELATING TO THE PRODUCTS MAY BE BROUGHT BY PURCHASER MORE THAN ONE YEAR AFTER DELIVERY IN ACCORDANCE WITH SECTION 4 ABOVE.
• FORCE MAJEURE: Company shall not be liable for any failure or delay in performing its obligations under these Terms and Conditions of Sale or any applicable purchase order to the extent caused by or resulting from by circumstances or events beyond the reasonable control of Company, including (but not limited to) fire, flood, accident, acts of God, action of any governmental authority, war, insurrection or riots, labor shortages, supply interruptions, power outages, epidemics, national or regional emergencies, or any other event beyond Company’s reasonable control. Where delays or failures of delivery are caused by labor-related disputes, Company shall not be obligated to seek or obtain any settlement which, in Company’s sole judgment, is not in Company’s best interest.
• ARBITRATION: The parties agree that any disputes, claims or controversies arising out of or relating to any Product(s) that are not resolved by their mutual agreement (a) shall be brought by a party in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The arbitration shall take place in Connecticut and in the English language. The parties will share equally in the costs of the arbitration. The provisions of this Section may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.
• MISCELLANEOUS: Purchaser acknowledges that is has not been induced to purchase any Product from Company by any representation or warranty not expressly set forth herein. This document constitutes the entire agreement of the parties and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter. None of the terms and conditions contained herein may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of Company. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the inter­pretation of any provision. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. These terms and conditions of sale and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Connecticut, without reference to its choice of laws rules that would require the application of the laws of a different jurisdiction.