GENERAL TERMS FOR PRODUCT SALES

Unless otherwise mutually agreed to in writing (through a sales contract or otherwise, the "Contract"), the General Terms For Product Sales set forth below shall apply to any transaction between the parties. Any conflict between the Contract and these General Terms For Product Sales shall be resolved in favor of the Contract. Seller hereby rejects any terms and conditions (at the back of purchase orders or otherwise) submitted to Seller by Buyer.

1.0          Default/Termination: Each delivery under this Agreement is a separate transaction, without reference to any other shipment. If either Party is in default with respect to any of the terms or conditions of this Agreement including, without limitation, Buyer’s failure to pay any invoice in accordance with the terms of this Agreement, the other Party may, at its option, defer further performance until the default is remedied, and, without prejudice to any other legal remedy, may terminate this Agreement if the default is not remedied within twenty (20) (five (5) for nonpayment of invoices) working days after written notice is provided to the Party in default, specifying the thing or matter in default. Any termination of this Agreement shall not release either Party from any liability or obligation which has already accrued at the effective time of termination, nor affect in any way the survival of any right, duty or obligation of either Party which is expressly stated in this Agreement to survive termination of this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement.

2.0          Warranty and Limitation of Remedy:

2.1          All claims relating to quality, quantity, weight, condition and loss of or damage to the Product contained in any delivery will be waived by Buyer unless made in writing to Seller within thirty (30) days after the earlier to occur of either: (1) tender of delivery to, and refusal to accept delivery by Buyer; or (2) acceptance of delivery by Buyer; or (3) the dates specified for delivery.

2.2          Any technical information or assistance that Seller gives Buyer is provided at Buyer’s risk and is not a warranty or specification. Except as stated in Section 4.0 hereof titled “Patents,” Seller warrants only its title to the Product and that the Product shall conform to the Specifications expressly referred to in the Agreement, or if no Specifications are referred to, Seller’s then-current, standard, written specifications for the Product, at the time of shipment of the Product (the “Specifications”). THESE ARE THE ONLY REPRESENTATIONS OR WARRANTIES SELLER MAKES AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE DISCLAIMED BY SELLER. IN THE EVENT ANY OF THE PRODUCT FAILS TO CONFORM TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 2.2 SELLER’S EXCLUSIVE OBLIGATION AND BUYER’S EXCLUSIVE REMEDY SHALL BE LIMITED TO, AT SELLER’S OPTION: REPLACEMENT OF THE NONCONFORMING PRODUCT AT SELLER’S EXPENSE, OR A REFUND OF THE PURCHASE PRICE ATTRIBUTABLE TO A SPECIFIC DELIVERY AS TO WHICH A CLAIM IS MADE AND TRANSPORTATION COSTS FOR SUCH SPECIFIC DELIVERY. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, IN NO EVENT WILL SELLER BE LIABLE UNDER ANY THEORY OF RECOVERY (WHETHER BASED ON NEGLIGENCE OF ANY KIND, STRICT LIABILITY, TORT OF ANY KIND, CONTRACT OR WARRANTY) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO, ARISING FROM OR RESULTING FROM THE DELIVERY OF THE PRODUCT BY THE CARRIER HEREUNDER, OR ANY USE MADE OF THE PRODUCT, OR ANY SERVICES PROVIDED BY SELLER WHICH ARE RELATED TO THE PRODUCT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.3          RECOMMENDATION OF SELLER FOR USE OF THE PRODUCT IS BASED UPON TESTS BELIEVED TO BE RELIABLE, BUT SELLER MAKES NO WARRANTY OF THE RESULTS TO BE OBTAINED. BUYER ASSUMES ALL RESPONSIBILITY AND RISK AND LIABILITY ARISING FROM: (1) THE LOADING, TRANSPORTATION, UNLOADING, DISCHARGE, STORAGE, HANDLING AND USE OF THE PRODUCT, INCLUDING USE THEREOF ALONE OR IN COMBINATION WITH OTHER SUBSTANCES; (2) THE IMPROPER FUNCTIONING OR FAILURE OF LOADING, UNLOADING, DISCHARGE, TRANSPORTATION OR STORAGE SYSTEMS EQUIPMENT USED BY BUYER OR ANY OF BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, THIRD-PARTY SERVICE PROVIDERS OR REPRESENTATIVES, WHETHER FURNISHED OR RECOMMENDED BY SELLER OR NOT; AND, (3) THE FAILURE BY BUYER OR ANY OF BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, THIRD-PARTY SERVICE PROVIDERS OR REPRESENTATIVES TO COMPLY WITH FEDERAL, STATE AND MUNICIPAL LAWS, RULES, AND REGULATIONS GOVERNING UNLOADING, DISCHARGE, STORAGE, HANDLING AND USE OF THE PRODUCT. EXCEPT TO THE EXTENT OF SELLER’S NEGLIGENCE, BUYER ASSUMES THE RISK OF ALL DAMAGE, LOSS, COSTS AND EXPENSE, AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, AND ALL OF SELLER’S PARENT, SUBSIDIARY AND AFFILIATED COMPANIES AND SELLER’S AND ALL OF THOSE COMPANIES’ OFFICERS, DIRECTORS, MANAGERS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, COST AND EXPENSE (“CLAIMS”) WHICH MAY ACCRUE TO OR BE SUSTAINED BY ANY ONE OR MORE OF THE INDEMNIFIED PARTIES ON ACCOUNT OF ANY CLAIM, SUIT OR ACTION MADE OR BROUGHT AGAINST SELLER, ITS OFFICERS, AGENTS OR EMPLOYEES, INCLUDING WITHOUT LIMITATION FOR THE DEATH OF OR INJURY TO PERSONS OR DAMAGE OR DESTRUCTION OF PROPERTY ARISING OUT OF, OR IN ANY WAY CONNECTED TO, OR ALLEGED TO ARISE OUT OF, OR BE CONNECTED TO, THE LOADING, UNLOADING, USE, POSSESSION, STORAGE, DISPOSAL OR TRANSPORTATION OF THE PRODUCT OR ANY PRODUCT MADE THEREFROM (WHETHER BY BUYER, ANY DISTRIBUTOR, END-USER, OR GOVERNMENTAL AUTHORITY), AND SOUNDING IN ANY LEGAL THEORY WHATSOEVER, AND FROM ANY FAILURE BY BUYER TO ADHERE TO EXPORT CONTROLS OR EXPORT REQUIREMENTS AS DEFINED AND SET FORTH BELOW. 

3.0          Force Majeure: Seller’s failure or inability to make, or Buyer’s failure or inability to take, any delivery or deliveries when due, or the failure or inability of either Party to timely perform any other obligation required of it under this Agreement, other than the payment of money, if caused by “Force Majeure,” as hereinafter defined, shall not constitute a default of this Agreement or subject the Party affected by Force Majeure to any liability to the other; provided that the Party so affected promptly notifies the other of the existence of the Force Majeure, its expected duration and the anticipated effect of the Force Majeure on its ability to perform its obligations under this Agreement. The Party who has been unable to perform shall promptly notify the other Party when the Force Majeure circumstance no longer affects its ability to perform its obligations hereunder. The quantity of Product to be delivered shall be reduced by that quantity not delivered as a result of the Force Majeure circumstance, unless both Parties agree that the total quantity to be delivered under this Agreement should remain unchanged. For so long as Seller’s ability to perform is affected by the Force Majeure circumstances: (i) Seller may, at its option, elect to allocate its total production of the Product among its various internal (if any) and/or external requirements for the Product (e.g., manufacturing and sales) in Seller’s sole discretion; and (ii) Buyer may obtain the quantities of Product which Seller is unable to deliver from another source without any obligation to Seller. During the time that Seller is unable to make deliveries or otherwise perform, it shall not be obligated to procure, or to use any efforts to procure, any quantity of the Product to be sold to Buyer under this Agreement from any alternate producer or supplier. As used herein, the term “Force Majeure” means any act of God, nature or the public enemy, accident, explosion, fire, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), terrorist attacks and threats of terrorist attacks, federal, state or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity (including, without limitation, the inability to produce the Product due to the unavailability or shortage of or interruption in the shipping or transportation of a co-product or necessary ingredient/material) interruption or curtailment of power supply, or any other circumstance of a similar or different nature which is beyond the reasonable control of the affected Party. A Party is not required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, or seek alternate sources thereof except in accordance with such Party’s business judgment as to its best interest. Further and for avoidance of doubt, Seller shall not be required to repair and/or rebuild its production facilities for the Product or facilities related thereto that may be materially damaged or destroyed. In the event a Force Majeure circumstance affects either Party’s performance under this Agreement for at least ninety (90) consecutive days, the Party who is able to perform may terminate this Agreement upon written notice to the affected Party.

4.0          Patents:

4.1          Seller warrants that the Product shall be delivered free of the rightful claim of any third person for infringement of any U.S. patent covering the manufacture of the Product. Seller does not warrant against infringement by, and assumes no responsibility by reason of, the use of the Product in combination with other materials or apparatus or in the operation of any process or apparatus or in any other manner or for any purpose whether or not specified by or disclosed to the Seller. Purchase of the Product does not grant any license, immunity or any other right to Buyer under any of Seller’s patents or other intellectual property rights relating to the use of the Product in combination with other materials or apparatus or in the operation of any process or apparatus.

4.2          In the event of the commencement of any suit or proceeding against Buyer for infringement covered by the above warranty of Seller, Seller will indemnify, hold harmless and defend Buyer against direct damages including court costs and reasonable attorneys’ fees incidental thereto, provided Buyer: notifies Seller promptly (but no later than five (5) business days after Buyer receives notice of any such suit or proceeding), in writing, of the commencement of such suit or proceeding; allows Seller to take sole control of the defense of such suit or proceeding in Buyer’s name; renders to Seller, at Seller’s cost, all reasonable assistance for the defense or settlement thereof; and, does not settle or compromise any such suit or proceeding without the prior written consent of Seller. Buyer will have the right to be represented in the defense thereof by counsel of its own selection and at its own expense.

4.3          Except as expressly set forth in Section 4.2 immediately preceding, Buyer will indemnify, hold harmless and defend Seller from and against any claim, suit, damage, cost, expense, fine, liability or cause of action whatsoever, including reasonable attorneys’ fees, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by Buyer, or any toll producer of Buyer, or the use, distribution or sale of any product made therefrom.

5.0          No Liens: Buyer hereby represents, warrants, covenants and agrees that it shall neither permit nor suffer any liens or other security interests to be filed against or attach to the Product shipments or any other goods sold to Buyer until Buyer has paid Seller for them in full. Seller reserves the right to condition any and all sales of goods to Buyer upon a waiver of liens on same by any of Buyer’s secured creditors with record liens against Buyer’s assets. In the event that a petition for relief under the Bankruptcy Code is filed by or against the Buyer, Buyer acknowledges Seller’s right of reclamation with respect to any goods delivered to Buyer within forty-five (45) days prior to the filing of such bankruptcy petition, and hereby waives the right to assert as a defense to Seller’s reclamation claims that any of Buyer’s secured creditors have a lien on such goods.

6.0          Taxes: Any tax, or other governmental charge, or increase in any such tax or governmental charge, including but not limited any Superfund Tax, on the production, sale and/or shipment of the Product sold by Seller or Seller’s affiliate under this Agreement (other than taxes based upon Seller’s net income), or entering into the costs thereof, whether by federal, state, provincial or municipal/local authorities, imposed, or becoming effective, on or after the date of this Agreement, will be added to the price then in effect for the Product and will be paid to Seller by Buyer. 

7.0          Waiver: The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a waiver of that or any other provision of this Agreement, nor later affect the validity of this Agreement or any provision of this Agreement or the right of such Party to later enforce each and every provision of this Agreement. No waiver of any provision or breach of this Agreement will constitute a waiver of any other provision or breach.

8.0          Governing Law: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the appropriate state or federal court in Harris County, Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Buyer and Seller mutually agree that the United Nations Conventions on Contracts for the International Sale of Goods does not apply to the Agreement or the sale by Seller to Buyer of the Product.

In the event either Party institutes suit to enforce any right or obligation against the other arising from or incidental to this Agreement, the prevailing Party shall be entitled to recover, in addition to any damages or other relief awarded to it, reasonable attorney’s fees, court costs, fees of testifying experts or consultants, and other expenses related thereto.

9.0          Texas DTPA. BUYER HEREBY WAIVES ANY RIGHTS THAT BUYER MAY HAVE UNDER THE TEXAS DECEPTIVE TRADE PRACTICES ACT AS SET OUT IN THE TEXAS BUSINESS & COMMERCE CODE SECTION 17.41 et seq. (EXCEPT RIGHTS UNDER SECTION 17.55A WHICH CANNOT BE WAIVED) TO THE EXTENT THAT BUYER MAY LAWFULLY DO SO.

10.0        Notice: All documents, notices and communications to be given hereunder or in connection herewith shall be in writing, signed (signing may be by an electronic signature) by the Party giving or making the notice or communication and shall be deemed given when: (i) (x) delivered in person or by messenger or (y) sent by facsimile or electronic mail on the date of receipt of a facsimile or electronic mail, provided that the sender can and does provide evidence of successful transmission and that such day is a business day (and if it is not, then on the next succeeding business day) or (z) three (3) business days after being deposited in the United States mail in a sealed envelope with sufficient postage affixed, registered or certified, return receipt requested or deposited with a nationally recognized next-day delivery service, such as Federal Express or United Parcel Service, and (ii) addressed as set forth below, or to such other addresses or designee(s) as may be hereafter designated by a Party after providing written notice thereof to the other Party.

To Seller:

Westlake Compounds LLC

2801 Post Oak Blvd., Suite 600

Houston, Texas 77056

Attention: Compounds National Sales Manager,    

                Eric Schumacher

Facsimile: 713.629.6239

Email: eschumacher@westlake.com             

         legaldepartment@westlake.com

To Buyer:

Attention:                                                          

Facsimile:                                                        

Email:                                                               

11.0        Dispute Resolution:

11.1        Except to the extent of a claim to enforce intellectual property rights or confidentiality obligations (which nevertheless shall be subject to the choice of venue provision contained in the second sentence of Section 11.4), and as a precondition to instituting any legal action permitted by the provisions below, any controversy, claim or dispute between the Parties arising out of or relating to the provision of this Agreement or the breach, termination or a validity thereof shall, upon written request of either Party, immediately be referred jointly for resolution to senior executives of each of the Parties who have authority to settle the controversy and who are at a higher level of management than the person(s) with direct responsibility for day-to-day administration of this Agreement. Within fifteen (15) days after delivery of the written request of a Party, the receiving Party shall submit to the other a written response. The request notice and the response shall each include: (a) a statement of the respective Party’s position and a summary of arguments supporting that position; and (b) the name and title of any other person who will accompany the senior executive. Within thirty (30) days after delivery of the disputing Party’s request notice, the senior executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve the controversy. The Parties agree to honor all reasonable requests for information. All negotiations pursuant to this provision are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

11.2        If the controversy has not been resolved by negotiation within forty-five (45) days of the disputing Party’s request notice, or if the Parties failed to meet within thirty (30) days of such request, the Parties agree to attempt to settle the dispute by mediation under any mediation rules mutually agreed upon by the Parties by one Party serving a written request on the other. Unless otherwise agreed, the Parties shall select a neutral mediator that is mutually agreed upon by the Parties. The mediation shall be held in a location in the United States mutually agreed to by the Parties. All mediation proceedings are non-binding.

11.3        This mediation must be concluded within any period mutually agreed upon by the Parties or if there is no such agreement, then within forty-five (45) days of the selection of the mediator. Unless the Parties expressly agree otherwise, each Party shall bear its own costs, legal and expert fees incurred in mediation, and evenly share the costs of the mediator. If after proceeding in good faith (i) the Parties are unable to agree on a neutral mediator within thirty (30) days of the failure of the senior executives to meet as required in Section 11.2 or the failure of the senior executives to resolve the dispute in accordance with Section 11.2, whichever is earlier; or (ii) with the assistance of a neutral mediator, the Parties do not resolve the dispute within the period prescribed in this Section 11.3, the Parties may proceed in accordance with Section 11.4 below.

11.4        After exhausting the procedures set forth above, either Party may initiate litigation to resolve the dispute. The litigation shall be commenced only in the state court or federal court located in the state of Texas and each Party hereto submits to the jurisdiction of the court in which such litigation is commenced.

12.0        Reformation: If any provision of this Agreement is determined to be illegal or unenforceable for any reason, that provision shall be reformed to the maximum extent permitted to preserve the Parties’ original intent. If the provision cannot be reformed in a way that preserves the Parties’ original intent, it will be deleted and severed from this Agreement with the balance of this Agreement continuing in full force and effect.

13.0        Assignment: Neither this Agreement nor any right hereunder is assignable or otherwise transferable by a Party to a third party without the prior written consent of the other Party, not to be unreasonably withheld; provided, however, that subject to the Export Controls provision herein, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to an affiliate, or to a third party in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation or similar transaction. Upon assignment, the rights and obligations under this Agreement shall be binding upon and inure to the benefit of said purchaser or successor in interest or other assignee.

14.0        Product Stewardship: Buyer acknowledges that it has been adequately warned by Seller of the risks associated with handling, using, transporting, storing and disposing of Seller’s Products, as applicable, and that it has separate and independent knowledge of such risks, which are known in its industry, (ii) that it has received the Seller’s Safety Data Sheet (“SDS”) for each Product, as the case may be, (iii) that it is familiar with the same, and (iv) that it understands the contents of the Seller’s SDS. Seller and Buyer acknowledge the shared goal of safe storage, handling, distribution, use and disposal of the Products. Seller and Buyer agree that they and their employees, agents and contractors will handle the Products in a safe and appropriate manner pursuant to applicable laws. Seller and Buyer will adequately train all of their employees, agents and contractors with respect to the use and handling of the Products, and Buyer promptly will notify Seller in the event of any reportable spills/releases of the Products.

15.0        Medical Application Disclaimer Policy:

i.             NOTICE REGARDING MEDICAL APPLICATION RESTRICTIONS. Under this Agreement, SELLER supplies only raw materials. SELLER does not design, manufacture, or sell any medical devices hereunder. SELLER does not endorse or claim suitability of its products (including the Products) for specific medical applications. SELLER has not and does not routinely conduct any tests or studies to assess the safety, suitability, or efficacy of its Products in medical uses or applications. It is the responsibility of the medical device or pharmaceutical manufacturer (here, DISTRIBUTOR) to determine that the SELLER raw materials (including the Products) is safe, lawful, and technically suitable for DISTRIBUTOR’s or other downstream user’s intended application or use.

ii.            SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUITABILITY OF ANY SELLER PRODUCT FOR USE IN MEDICAL APPLICATIONS INVOLVING HUMANS.

iii.            The Parties intend for this section to afford SELLER the fullest protection of the Biomaterials Access Assurance Act of 1998, 21 U.S.C. § 1601, et seq., as permitted thereunder.

iv.           IN NO EVENT WILL SELLER BE LIABLE UNDER ANY THEORY OF RECOVERY (WHETHER BASED ON NEGLIGENCE OF ANY KIND, STRICT LIABILITY, TORT OF ANY KIND, CONTRACT OR WARRANTY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO, ARISING FROM OR RESULTING FROM THE DELIVERY OF THE PRODUCT BY THE CARRIER HEREUNDER, OR ANY USE MADE OF THE PRODUCT BY BUYER, OR ANY SERVICES PROVIDED BY SELLER WHICH ARE RELATED TO THE PRODUCT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.0        Export Controls: The Parties acknowledge that they as well as the Product sold or otherwise transferred under this Agreement may be subject to U.S. and Canadian export controls (including deemed export and re-export) requirements, laws and regulations and U.S. laws and regulations regarding embargoes, sanctions and similar laws, regulations and requirements applicable to exports (“Export Requirements”). The Parties agree that Seller’s sale or supply of the Product as well as its use, transfer or resale by Buyer may be subject to one or more of these Export Requirements, and Buyer agrees to understand and to comply with any of these Export Requirements that are applicable to Buyer.

17.0        REACH: It is expressly understood by the Parties that pursuant to the terms of this Agreement, Seller is not the importer (as defined in and for the purposes of REACH) of the Product and Seller, as a legal entity incorporated in the United States of America, has no legal obligations under Regulation (EC) No. 1907/2006 (“REACH”) or related European Union legislation. For the avoidance of doubt, this includes but is not limited to the Seller having no obligation under REACH or this Agreement to obtain either itself or through its affiliated companies or any Only Representative (as defined in REACH) any requested pre-registration, registration or authorization for any substance(s) in its Product or in any raw materials required for production of its Product, unless the Parties have agreed to specific compliance terms and conditions related to each substance.

18.0        Acceptance: Buyer’s acceptance of this Agreement is expressly limited to the terms and conditions contained herein. If Buyer accepts any shipments of Product under this Agreement prior to Seller and Buyer’s execution of this Agreement, those shipments shall be governed by the terms and conditions in this Agreement. Except for those prior shipments, this Agreement shall not bind Seller unless and until it is signed by an authorized representative of Seller.

19.0        No Violation; Consents: Buyer warrants that the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time, or both) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, contract, commitment, indenture, lease or other instrument, document or undertaking to which Buyer is subject.

20.0        Reproduction: This Agreement, and all documents relating hereto and thereto, may be stored and/or reproduced by any means or process including electronic or mechanical means. Any reproduction that reproduces the signatures of the Parties shall be admissible into evidence as the original in any litigation without regard to whether the original is in existence. If a Party signs this Agreement and then transmits an electronic facsimile of the signature page (including, without limitation, in PDF format), the receiving Party may rely upon such electronic facsimile as an originally executed signature page without any modification or change to this Agreement, unless such modification or change is noted on such electronic facsimile by the transmitting Party.

21.0        Compliance With Laws. 

a.    Buyer shall adhere to Seller’s Code of Conduct (which can be found at https://www.westlake.com/code-conduct). Seller and Buyer understand and agree that Products provided by Seller, as well as performance by the parties under this Agreement, are subject to laws, rules, regulations, directives, ordinances, orders, or statutes (the “Laws”) the United States and may be subject to the Laws of other, applicable countries. Buyer agrees to comply with such Laws, as applicable, which may include but are not limited to, the U.S. Foreign Corrupt Practices Act, UK Bribery Act, anti-bribery Laws of other countries, U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations, and Laws administered by the U.S. Treasury Department Office of Foreign Assets Control and U.S. Department of State. Buyer agrees to cooperate with Seller to ensure compliance with the Laws when engaging in activities related to Buyer’s performance of obligations under this Agreement and further agrees to indemnify, defend, and hold harmless Seller, Seller’s direct and indirect parent entities and affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns, against demands, liabilities, fines, penalties, losses, and damages (including costs, investigation and litigation expenses and counsel fees incurred in connection therewith) arising out of or related to Buyer’s obligations under this paragraph. In the event of an enforcement action against Buyer relating to Buyer’s non-compliance with the Laws that reasonably relate to Buyer's performance under this Agreement, Buyer shall provide to Seller written notice of such enforcement action prior to publication or disclosure of such enforcement action, and in no event later than ten (10) business days following such enforcement action. 

b.    Each Party agrees that, in connection with this Agreement, it shall not offer, promise or give anything of value, directly or indirectly, to anyone, including any government official, political party or campaign, any official or employee of any public international organization, or any official or employee of any government-owned enterprise or institution, for the purpose of obtaining or retaining business or otherwise securing an advantage or benefit for Seller. Each Party acknowledges it is aware of the penalties and legal consequences involved in participating in corrupt activities.

c.    Notwithstanding the foregoing, Seller and Buyer agree not to export, reexport, transmit or otherwise transfer the Products, whether directly or indirectly: (i) to any person or entity listed or otherwise designated as a blocked, prohibited or trade restricted person or party by the U.S. Commerce Department, U.S. Treasury Department, or U.S. Department of State; (ii) for any purpose or use prohibited by the U.S. government, such as for nuclear, chemical, or biological weapons production or proliferation, or (iii) to any destination or transit point subject to trade or economic prohibitions by the U.S. government, EU or any other applicable jurisdiction, nor currently or in the future on the U.S. List of Specially Designated Nationals & Blocked Persons (SDN List), as may be amended from time to time. Furthermore, Buyer agrees that it will not sell any Product or product, directly or indirectly into Cuba, Crimea Region, Iran, Syria and North Korea, or any other country, entity or individual that is under applicable economic sanctions or on the SDN List and may, upon Seller’s request, be required to provide information about Products and end-users. 

d.    Buyer acknowledges that any misrepresentation or violation of the aforesaid provisions set forth in this Section 20 shall be deemed a material breach, and Seller shall be entitled to terminate this Agreement and any Order(s) immediately without liability therefor upon providing notice to Buyer.

e.    In the event Buyer furnishes Seller with any personally identifiable information of an individual, as determined in accordance with applicable Laws (“Personal Information”), Buyer hereby acknowledges and agrees that Seller shall collect and retain such Personal Information in accordance with applicable privacy laws and any Seller privacy statement, if applicable, may be amended by Seller from time to time, and Buyer shall disclose Seller’s privacy statement, if applicable, to any individual whose personal information Buyer furnishes to Seller.

22.0        Sophisticated Buyer. The Buyer is a sophisticated buyer, knowledgeable in chemical based products, the chemical industry, and derivatives of chemicals, including, but not limited to, end products relating in any way to any chemical based products produced by Seller. Buyer understands that by buying any products from Seller, or using any products sold by Seller to Buyer to make other products, that Buyer may be exposed to risks and liabilities generally associated with those purchases, or with risks and liabilities relating to the chemical industry as a whole. By reason of this knowledge and experience, the Buyer will evaluate the merits and risks, including any and all possible liabilities, of the goods being purchased from Seller and will form an opinion to make said purchases based solely upon Buyer’s knowledge and experience and not upon any opinion, representation, or predictions by Seller, its employees, agents or representatives.

23.0        Special Order. If the Product being sold hereunder must necessarily be manufactured specially for Buyer and Buyer's performance is suspended or terminated for any reason, in addition to Seller's other rights and remedies hereunder (including but not limited to its rights for damages for all contractual quantities not taken, whether such quantities have at the time been manufactured or are in process), Buyer will take delivery of and make payment for such Product as have been completed and such as are in process on the date notice of suspension or termination is received by Seller, provided, that if Buyer for any reason cannot accept delivery of such Product, Buyer will make payment therefor as though delivery had been made and Seller will store such Product for Buyer's account and at Buyer's expense.

24.0      Allocation. If for any reason Seller is unable to supply the total demand for Product specified herein, Seller may distribute its available production of such Product among any or all purchasers, including divisions, affiliates and subsidiaries of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom. Seller shall have no obligation to cause its feedstocks to be allocated to the Product covered hereby or to produce such Product as opposed to other product produced by Seller.

25.0      Technical Assistance. At Buyer's request, Seller may, at its option, furnish such technical assistance and information as it has available with respect to the use of the Product covered hereby. Buyer should not rely on such technical assistance and information for specific applications since, although Seller will only furnish such assistance and information as it believes to be reliable, results will vary with processing and other conditions. Accordingly, such information and assistance is given and accepted at Buyer's risk and confirmation of its validity and suitability in particular cases should be obtained independently, AND BUYER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED IN RELIANCE THEREON. SELLER SHALL NOT HAVE OR INCUR ANY LIABILITY IN CONNECTION WITH SUCH ASSISTANCE OR INFORMATION, WHETHER RESULTING FROM NEGLIGENCE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO INFORMATION CONTAINED IN SELLER'S PRODUCT DATA SHEETS.

26.0      Safe Handling. Seller shall properly label Product pursuant to the Hazardous Materials Transportation Regulations and OSHA Hazard Communication Standard, and Buyer hereby acknowledges receipt of Seller's Material Safety Data Sheet. Buyer shall promptly and carefully inspect Product upon receipt and will maintain appropriate safe handling and use procedures. Buyer will apprise its employees, customers and third parties who may come into contact with such Product of the hazards, proper use and handling requirements of Product, and shall comply with the OSHA Hazard Communication Standard, and all other applicable laws, rules and regulations.

27.0      Weights, Detention, Demurrage And Damages. Weights of all shipments shall be determined at point of shipment by ascertaining the gross and tare weight of each container. Claims on account of weight and/or test will be allowed only (1) if such claim is for one-half of one percent (½%) or more of entire contents of all shipments, except hopper cars and hopper trucks, which shall be allowed only if such claim is for one percent (1%) or more of entire contents, and (2) if made within ten (10) days after receipt at destination, and (3) if supported by certified railroad scale tickets in the event of hopper car shipments, or by other evidence reasonably acceptable to Seller in the event of shipments other than by hopper car and (4) if Buyer proves to the satisfaction of Seller that the container in question was entirely emptied. Buyer shall promptly unload any and all such containers. Demurrage or extra detention charges shall be for Buyer's account. Buyer shall be responsible and shall be liable to Seller for loss or damage to transportation equipment provided by or on behalf of Seller while same is in custody of Buyer or Buyer's designee.

28.0      Security. In the event Buyer fails to fulfill Seller's terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility or condition, Seller, in its sole discretion and without prejudice to any other right which Seller may have, may decline to make further deliveries except upon receipt of cash or security satisfactory to Seller in Seller's sole judgment. Seller shall receive a credit against its quantity obligation hereunder in an amount equal to any quantity of Product which Seller declines to deliver in accordance herewith.

29.0        Effect of Title and Headings: The title of this Agreement and the headings of its sections and subsections are included solely for convenience and shall not govern, limit or aid in the interpretation of any terms or provisions of this Agreement.

30.0        Representations: Buyer and Seller each represent to the other that the person signing this Agreement on behalf of said Party has the full right, power and authority to enter into this Agreement, to bind their respective companies by the terms of this Agreement and that all necessary corporate action has been taken in connection therewith.

31.0        Translation: This Agreement is executed in English. In the event this Agreement is translated into a language or languages other than English, this version in English shall be controlling on all questions or interpretations and performance. 

32.0        Survival: The terms and provisions of this Agreement regarding payment and indemnity and any other terms and provisions, which by their nature are meant to survive, shall survive the termination of this Agreement for any reason.

33.0        Entire Agreement: This Agreement, including all of the documents referred to in the Agreement, is the entire agreement of the Parties with regard to the subject matter hereof and supersedes and cancels any prior communications, commitments, representations or warranties, and/or contracts between the Parties relating to the subject matter hereof. No modification of this Agreement shall be of any force or effect unless reduced to a writing which specifically references this Agreement and is signed by the Parties claimed to be bound thereby, and no modification shall be effected by any purchase order forms, acknowledgment forms, shipping documents, or other documents containing additional or different terms or conditions to those set forth in this Agreement.

34.0        Acknowledgement And Acceptance: Buyer acknowledges that Seller may revise and post updates to these General Terms For Product Sales from time-to-time, and that any future orders will be subject to the most recently posted version of the General Terms. In accepting a sales order from Seller, Buyer shall be deemed to have accepted these General Terms For Product Sales, unless Seller and Buyer have entered into a separate, written, sales contract. 

Attachment 1

Language in the event that quantities provided to various locations are to be cumulative.

4.1       Requirements. Seller shall sell to Buyer and Buyer shall purchase from Seller during each Contract Year of this Agreement, at a minimum, the specified percentages of Buyer’s total requirements of the Product set forth below for Buyer’s below specified facilities, such annual total requirements hereunder being estimated to be as follows:

Buyer’s total estimated minimum requirements during each Contract Year of this Agreement are _________ tons for the aggregate of all of Buyer’s Facilities specified in Section 4.1 above.

4.1.1    Unless otherwise mutually agreed, Buyer shall purchase and accept the Product in reasonably uniform monthly quantities and per a monthly delivery schedule to be agreed upon by Seller and Buyer from time-to-time. For avoidance of doubt, Seller shall not be obligated to sell and deliver hereunder during any calendar month more than one-twelfth (1/12^th) of the Contract Year maximum specified above.

4.1.2    Without Seller’s prior written consent, Buyer will not reduce its requirements hereunder for the Product by using a substitute grade or product for the Product.

4.1.3    If Buyer’s actual purchases hereunder are consistently less than eighty-five percent (85%) of Buyer’s estimated quantities in the aggregate for all of Buyer’s Facilities in the aggregate, then Seller may initiate a renegotiation of the price structure under this Agreement for that Product by providing written notice to Buyer. Upon the serving of such notice, the Parties shall undertake promptly and in good faith to determine, what, if any, revision of the price structure is appropriate. If such negotiations do not result in agreement within sixty (60) days after the notice is served, Seller may, at its option and by written notice to Buyer within thirty (30) days thereafter, terminate this Agreement as to the applicable Product or all the Product effective thirty (30) days from the date of the termination notice.

4.1.4    Maximum Sales Obligation. Unless otherwise agreed to in writing by Seller, Seller’s maximum Products sales obligation hereunder for the aggregate of all of Buyer’s Facilities specified in Section 4.1 above during each Contract Year of this Agreement is ____ tons; provided, however, if Buyer’s actual purchases hereunder are consistently less than Buyer’s estimated quantities, then Seller upon written notice to Buyer may reduce Seller’s maximum sales obligation hereunder for the remaining term of this Agreement for the applicable Product to more closely reflect the actual quantities then being purchased by Buyer of that Product (any such written notice from Seller will specify Seller’s reduced annual Contract Year maximum). In the event Buyer reasonably anticipates the minimum percentage requirements specified above will generate a quantity for the Product for a Contract Year which is more than Seller’s maximum sales obligation specified above for the applicable Product, Buyer shall notify Seller of such excess requirement as to which Seller shall have a first right of refusal. Within thirty (30) days of Seller’s receipt of Buyer’s notice, Seller, at its option, shall notify Buyer that either Seller will supply such excess requirements under this Agreement or that Buyer is free to purchase such excess requirements elsewhere for that Contract Year.

4.1.5    Notwithstanding anything above or any prior course of dealing between Buyer and Seller, Buyer shall not be required to purchase any fixed minimum or estimated quantity of the Product for which it has no actual need during the term of this Agreement.

[AN ALTERNATIVE FOLLOWS FOR A “FIXED QUANTITIES” “TAKE OR PAY” AGREEMENT – DELETE WHICHEVER SECTION 4.1 IS NOT APPROPRIATE (USE “REQUIREMENTS” OR “FIXED QUANTITIES”, DO NOT USE BOTH) OR CONTACT LAW DEPT. TO GET ADDITIONAL ALTERNATIVES]

4.1       Quantities. Seller shall sell and Buyer shall purchase during each Contract Year of this Agreement, at a minimum, _____ tons of Product. The estimated minimum purchase obligations for each of Buyer’s facilities are set forth below.

Buyer’s total Minimum Purchase Obligations during each Contract Year of this Agreement are ______ tons for the aggregate of all of Buyer’s Facilities specified in Section 4.1 above.

4.1.1    Maximum Sales Obligation. Unless otherwise agreed to in writing by Seller, Seller’s maximum Product sales obligation for the aggregate of Buyer’s locations hereunder during each Contract Year of this Agreement is ____ tons. In the event Buyer requires Product in excess of Seller’s maximum sales obligation, Buyer shall notify Seller of such excess requirement as to which Seller shall have a first right of refusal. Within thirty (30) days of Seller’s receipt of Buyer’s notice, Seller, at its option, shall notify Buyer that either Seller will supply such excess requirements under this Agreement or that Buyer will be free to purchase such excess requirements elsewhere for that Contract Year.