GENERAL TERMS AND CONDITIONS for the Sale of Chemicals (US Only)  

  1. The Sales Terms and Conditions outlined herein including the terms and conditions herein and any  attachments  hereto  (hereinafter  collectively  the  “Terms  and Conditions”),  contains  the  complete  and  final  agreement  between  FQE Chemicals (“SELLER”) and the purchaser (hereinafter the “BUYER”) with respect to the purchase and sale of the SELLER’s Products and services (hereinafter the “Products”) referred to herein.   Orders for Products to be provided by SELLER to BUYER shall be governed by the following general terms and conditions and any additional terms and conditions agreed to in writing by an authorized representative of SELLER.  Any new, different, or conflicting terms and conditions, provided before or after these General Terms and Conditions and on either party’s standard forms or otherwise, are expressly rejected and shall not apply to the provision of products provided by SELLER unless such new, different or conflicting terms and conditions are in writing and expressly agreed to and signed by both parties.
  3. When placing an order (“Order”) for the purchase of the SELLER’s Products, it is understood and agreed  to  by  the  BUYER  that  the  BUYER  has complete  knowledge  of  the  SELLER’s  Terms  and Conditions and accepts them in their entirety and without any implicit  or explicit amendments.  The SELLER and BUYER hereby agree that in the event of any conflict or inconsistency between these Terms and Conditions and any purchase order or other document issued by the BUYER to the SELLER, these Terms and Conditionals shall supersede and prevail.
  4. In any instance of interpretation of translation, the English version of the Terms and Conditions shall prevail.
  5. Clerical errors and omissions are subject to correction.
  6. The rights of  SELLER  herein  may  not  be  waived  in  the  event  that  it  accepts  a  late  or  partial payment or delays enforcement of any of its rights on any occasion. No waiver by the SELLER hereto of a default hereunder by BUYER shall operate against the SELLER as a waiver of such default unless made in writing and signed by an authorized officer of the    SELLER.
  7. Any provision of these Terms and Conditions contrary to or prohibited by applicable laws shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of these Terms and Conditions.
  8. These Terms and Conditions shall bind the BUYER and the SELLER and their respective heirs, executors, administrators, successors and assigns but none of BUYER’s rights or obligations hereunder including, without limitation, its Order for Products shall be  assigned  without SELLER’s  prior  written  consent.   The SELLER may assign the Order and these Terms and Conditions.
  9. Where SELLER is requested to provide assistance in relation to the application of Products sold under these terms and conditions, any and all technical advice or recommendations made by COMPANY are based purely on specifics provided to SELLER by BUYER.   Further SELLER provides such technical advice and recommendations on the theory that the information provided by BUYER is a true representation of the physical project contents, i.e. tank contents, unit contaminations, scale, etc.  Accordingly, SELLER does not warrant or guarantee the precision, correctness, conclusion or actual outcome of any directions, consultations, or advice provided in relation to the application of the Product sold under these terms and conditions.  SELLER disclaims all warranties express or implied relating to the provision of any advisory information provided under this Agreement.  Further BUYER shall indemnify, defend and hold SELLER harmless from any loss, claim, expense or damage related thereto.


  1. The SELLER’s prices and subject to change without notice, unless there are special arrangements which have been agreed to in writing by the SELLER. The BUYER acknowledges and agrees that the prices for any Products will be those in effect on              the date of shipment.
  2. BUYER shall pay and reimburse SELLER for all taxes, duties, levies, excise or other charges which SELLER may be  required to  pay  to  any  government  or  governmental  authority  which  are hereafter  levied  directly  upon  the  production,  sale,            transportation,  storage  or  use  of  any Products including, without limitation, any Goods and Services Tax, Retail Sales Tax, etc.
  3. BUYER shall pay SELLER in full net cash in advance in United States Dollars, unless otherwise agreed in writing


  1. The BUYER acknowledges that all Products  sold  remain  the  property  of  the  SELLER  until  the SELLER has received full payment from the BUYER. The title, ownership and right of property in the Products purchased shall not pass to the BUYER until all monies payable by the BUYER under this Order are fully paid.  In addition to the SELLER’s other legal rights, the BUYER hereby grants, assigns and conveys to SELLER and acknowledges that SELLER shall have and retain a security interest in the Products sold to the BUYER and the proceeds thereof in accordance with applicable personal property security laws.   The BUYER shall not transfer or encumber the Products until  fully  paid  for.   The security  interest granted herein shall attach on  the  date  of delivery.   SELLER is entitled  to  immediate  possession  and  return of  the  said  Products  upon default of payment and in such case, in addition to any other remedy it may have, it shall be   entitled  to  terminate  this  Order  and  retain  any  deposits  as  liquidated  damages  and  not  as  a penalty.
  2. Returnable containers or pallets shall remain the property of the SELLER and shall not be used by the BUYER for purposes other than the storage of the Products, BUYER undertakes to return such  containers  to  the  SELLER  promptly  when empty  but,  in  any  event,  upon  demand  by  the SELLER. All non-returnable containers or pallets shall be properly disposed of by the BUYER and the BUYER agrees to indemnify and hold harmless the SELLER with respect to any and all claims which may be made against the SELLER arising from the BUYER’s failure to properly dispose of such containers of pallets.


  1. When ordering Products the BUYER shall state definitively in writing the method of shipment preferred. In  the absence  of  written  instructions  from  the  BUYER,  the  SELLER  will  use  its judgment as to the method of shipment and the BUYER agrees to accept such form of shipment and shall pay for the costs of such shipment FOB. Delivery dates are estimates only (and are not time of the essence) and may change at any time without notice based upon changes, circumstances or conditions. The BUYER agrees that the SELLER shall not be responsible for any damages, loss, costs, expenses or other liability the BUYER or any other person may suffer or incur as a result of the SELLER’s failure to deliver Products to the BUYER by any estimated delivery date.
  2. Force majeure  (INCOTERMS  2000  or  latest  version).   In  no  event  or  circumstance  shall  the SELLER be liable to the BUYER, or any other person, for any losses, claims or liabilities incurred as a result of  failure  or  delay  in  the  performance  of  the  SELLER’s  obligations  due  to circumstances beyond the SELLER’s control including, without limitation, as a result of  acts of God, fire, flood, accidents, labour disputes, war, terrorism, strikes, government order, regulation or  restriction, interruption  of  transportation  facilities,  shortages  of  raw  material  or  finished goods or any cause beyond the         reasonable control of the SELLER or SELLER’s suppliers. In any such circumstances the SELLER shall have the right to cancel entirely or partially any Order, or to suspend its performance without notice.  In addition,  in  such  circumstances,  the BUYER  shall have no right to any indemnity from (and the BUYER hereby waives any rights which it may have against) the   SELLER for any claims, damages, liabilities, costs or expenses incurred by the BUYER arising from any failure or delay by the SELLER in its performance of its obligations hereunder.
  3. The BUYER agrees that its actual receipt of the Product shall constitute a waiver by the BUYER of any and all claims which it   may have against SELLER arising from any delay in shipment of the Products.
  4. BUYER agrees to take delivery of the Products in a timely manner and to accept responsibility and pay the SELLER for any additional costs for demurrage or overtime resulting from BUYER’s delays in taking delivery of the Products. Rush Orders may be subject to additional charges and the BUYER agrees to pay the SELLER for all such additional charges.   BUYER assumes full responsibility for any liability arising out  of  unloading,  discharge,  storage,  handling,  use  and disposal of any Products or container in connection therewith, including, without limitation, the use of such Products or container  alone  or in combination with other substances, compliance or non-compliance with any laws, ordinances, rules and regulations.


  1. The BUYER acknowledges and agrees that the Products covered by this Order are sold and accepted by BUYER without representation or warranty (express or implied) of any kind whatsoever including, without limitation, any representation or warranty with respect to MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  2. BUYER acknowledges and agrees that SELLER’s express liability to replace Products in accordance with these Terms and  Conditions shall be SELLER’s  only  liability  to  BUYER  for defective, damaged or contaminated Products.  In no event shall the SELLER be liable to the BUYER or any other person for any type of special, consequential, indirect, incidental or    penal damages, whether such damages arise out of or are a result of breach of contract, warranty, tort (including  negligence), strict liability or otherwise. Such damages shall include but not be limited to indirect or consequential losses, loss of profits or revenues, loss of contract, loss of use of the Products, other merchandise, and cost of substitute product,  merchandise, materials and facilities, down time costs, increase costs or claims of the BUYER or BUYER’s customers or  contractors or any other person for any such damages.
  3. The SELLER shall not be liable for any loss, claim, expense or damage cause by, contributed to or arising out of the acts or omissions of BUYER or third parties, whether negligent or otherwise.  In no event shall SELLER’s liability for any cause  of action  whatsoever  exceed  the  cost  of  the Products  purchased,  whether  based  in  contract,  warranty,  indemnity, or tort (including negligence). BUYER shall be required to submit notice to SELLER of any suit arising hereunder within one   (1) year from date in which the products were delivered.  
  4. To  the  fullest  extent  permitted  by  law,  the  BUYER  agrees  to  pay,  defend,  hold  harmless  and indemnify (notwithstanding any possible disclaimers or liability, which disclaimers BUYER agrees do  not apply to any Order) the SELLER and its officers, directors, affiliates, subsidiaries, related companies,  representatives,  agents  and  employees  and  their  heirs,  executors,  administrators, successors and assigns (collectively the “Seller Group”), from and against any and all charges, claims,  actions,  causes  of  action,  losses,  damages,  liabilities,  expenses  and  costs  (including, without limitation, any legal costs), of any kind or nature whatsoever, which may be made by any party or person against SELLER or the Seller Group including, without limitation, as a result of  illness,  death  or  injury  to  any  person  or  damage  to property  or  otherwise,  resulting  from, arising out of or in connection with the Products including, without limitation, arising out of the purchase, sale, transportation, resale of use of the Products, unless caused by the SELLER’s gross  negligence or willful misconduct.
  5. SELLER shall be under no responsibility to BUYER in connection with any formula or use thereof after delivery of the Products. The SELLER does not guarantee that the Products do not infringe any  patents,  trademarks,  copyrights or  other intellectual  property  rights  of  any  other  person.  BUYER hereby waives any rights or claims which BUYER may have against SELLER in the event that the Products  infringe  upon  any  patents,  trademarks,  copyrights  or  other  intellectual  property rights of any other person.
  6. BUYER expressly represents knowledge of the characteristics of all invoiced Products and agrees to indemnify and hold harmless the SELLER against all claims of any nature arising out of the use, storage, handling or resell thereof by the BUYER. In the event SELLER agrees to respond to an  emergency  involving  Products  sold  by  SELLER  to  BUYER  where BUYER  has  a  legal responsibility to  respond to the emergency, BUYER agrees to accept the actions of the SELLER, its subsidiaries, associated companies, directors, officers, employees and agents and agrees to indemnify and save all of them harmless from and against all losses, damages, injuries, liabilities, costs,  expenses,  actions  and  claims  or  proceedings resulting  from  the  SELLER’s  actions  or omission in respect of such emergency, excepting such claims arising by their  willful misconduct.
  7. SELLER will not be responsible if Products subject to this Order do no retain all of their original properties by reason of the BUYER not storing or using properly the said goods under normal conditions and with all proper care.   The SELLER shall  not be responsible for the quality or contamination of the Product while such Products are under the possession or control of the BUYER.
  8. It  shall  be  the  responsibility  of the  BUYER  to  comply  with  and  ensure  that  its  employees  and customers comply  with the health and safety requirements for each of the Products supplied.  SELLER accepts no responsibility for BUYER’s  failure to comply with all applicable laws including, without limitation, all applicable health and safety laws and    regulations.


  1. Insurance – BUYER and SELLER  represent and warrant, each to the other, that the indemnities provided in this Agreement are fully covered by appropriate insurance or voluntarily self-insured and upon the request of a party, the other will provide a copy of its insurance policy in that regard.


  1. Products cannot be returned without the express prior written consent of the SELLER. In any event,  no  Products  returned  to  SELLER  will  be  accepted  unless  first  inspected  or  tested  by SELLER and the SELLER shall be satisfied, in its sole   discretion, with its inspection and/or testing of the Products. The BUYER shall  pay to the SELLER, within  ten (10)  days of  demand by SELLER, all  of  SELLER’s  costs,  charges  or  expenses (including,  without  limitation,  any  of  SELLER’s applicable  restocking  charges)  incurred  by  the  SELLER  in  respect  of  any  Products  which  the SELLER  agrees  may  be returned  by  the  BUYER.   Cancellation of Orders for Products while in transit to the BUYER will, if such cancellation has  been approved by the SELLER, be subject to the  SELLER’s  then  applicable  cancellation  and  re-stocking  fees  and  the BUYER  agrees  to  pay same immediately to the SELLER.
  2. Claims  for  damages,  defects,  contamination  or  shortages  of  Products  delivered  to  the  BUYER must be made within five (5) business days of the delivery of such Products to the BUYER, after which time BUYER shall not have any right to  make any claim against the SELLER for damages, defects, contamination or shortages of Products.
  3. SELLER  will  issue  credits  to  the  BUYER  to  address  adjustments  for  any  Products  returned  by BUYER which have been first approved by SELLER.


  1. BUYER acknowledges that the design, construction, application and operation of SELLER’S products, rendered pursuant to this agreement embody proprietary and confidential information, and BUYER agrees to treat all such information and data as         confidential and not to disclose such information to any third party     without the prior written consent of SELLER. BUYER  further agrees that all confidential information and data will not be disclosed.   BUYER agrees that it shall not “re-brand”, copy, alter, modify, disassemble, reverse engineer, or de-compile any products supplied by SELLER, including chemical samples. Buyer recognizes and agrees that breach of the obligations herein would cause irreparable harm to Seller for which there is no adequate remedy at law, and that an actual or contemplated breach of this Agreement shall entitle Seller to both temporary and permanent injunctive relief in addition to, and cumulative of, any other available legal or equitable remedies.

May 6, 2021