These Terms and Conditions of Sale are the exclusive contract between Buyer and Seller, there are no terms, understandings, agreements, other than those stated herein. Seller’s commencement of work on the Products subject to Buyer's order, shipment of the Products, or performance of all or a portion of the services subject to an order, whichever occurs first, shall constitute an acceptance of Buyer’s purchase order and these Terms and Conditions without any additional or different terms. These Terms and Conditions may not be altered amended, nor waived except in writing signed by an officer of the party to be bound thereby. Acceptance of Buyer’s purchase order is subject to acceptance of the express Terms and Conditions contained herein. If any provisions of Buyer’s purchase order or other writings are different from or are otherwise in conflict with these Terms and Conditions, these Terms and Conditions shall govern and the terms contained in Buyer's purchase order or other writings are expressly rejected by Seller.

Each shipment shall constitute a separate and independent transaction and Seller may recover for each such shipment without reference to any other. If Buyer is in default of any term or condition of this Agreement, Seller may, at its option, without waiving its right to terminate this Agreement, defer further shipments hereunder until such default is remedied (in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time during which shipments were so deferred), or, in addition to any other right or remedy at law or in equity, Seller may decline further performance of this Agreement. Seller may furthermore delay or refuse to ship Product to Buyer if Buyer delays delivery or if in Seller’s opinion the sale of Product may result in an environmental health or safety danger or hazard. If, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired, Seller may suspend credit, cancel any unfilled orders, and/or decline to make further deliveries under this Agreement except upon receipt, before shipment, of payment in cash or satisfactory security for such payment.

Seller's weight taken at shipping points shall govern. Seller is not obligated to deliver in any month more than a proportionate part of the maximum quantity specified, determined by dividing such maximum quantity by the total number of months included in the period of performance. When in the opinion of Seller there is a period of shortage of supply of said products for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as it shall deem fair and practicable with no liability on its part for failure to deliver the quantity or any portion therein specified.

Seller will not be liable for delays in performance, including delivery, or for failures to perform, including failure to deliver, due to (a) any causes beyond Seller's reasonable control, or (b) Acts of God, acts of Buyer, acts of civil or military authorities, governmental regulations or priorities, strikes or other labor disturbances, fires, riots, wars or natural disasters, including epidemics, storms, droughts, floods or earthquakes, or transportation delays, or (c) inability arising from causes beyond Seller's reasonable control to obtain necessary materials, components, services or facilities necessary for the production, or transportation of the goods. Seller will promptly notify Buyer of any material delay and will specify a revised performance date as soon as practicable. In the event of any such delay, Seller will have the option of either: (a) performing pursuant to any extension of time equal to the period of the delay; or, (b) reducing the total quantity deliverable under the contract in proportion to the availability of the product caused by such delays.

If Products are shipped in tank wagons or hopper trucks furnished by a carrier, all charges made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Buyer shall unload and return delivery equipment to carrier within the tariff or contracted period without incurring any demurrage and/or detention charges. If the delivery of Products is delayed or prevented by circumstances caused by Buyer, including, without limitation, by Buyer’s inability to accept delivery, Buyer shall pay all costs associated with the delayed delivery, storage of the Products, insurance, and any costs incurred by Seller in making further attempts to deliver the Products.

Buyer assumes full responsibility and liability for compliance with Federal, State, Municipal or local Regulations governing the unloading, discharge, storage, handling, and the use of the products supplied by Seller under this invoice.

Buyer shall reimburse Seller for all taxes, excises or other charges, which Seller may be required to pay to any government (national, state or local) upon, or measured by, the production, sale, transportation, delivery or use of the materials sold hereunder. The gross amount of any sales, property, excise, use, value-added, or other similar tax applicable to the price sale, or delivery of any products or services furnished hereunder or to their use by Seller or Buyer shall, at Seller's option either be added to the price as shown on the face hereof or be paid directly by Buyer unless Buyer provides Seller with a tax-exemption certificate acceptable to the taxing authorities.

Failure of Seller to exercise any right under this contract shall not be deemed a waiver thereof.

Title and risk of loss for Products transfers to Buyer at Seller’s shipping point.

Except to the extent inconsistent herewith, Incoterms 2010 apply to this contact. All shipment sold Incoterms 2010 FCA, Uniform Commercial Code F.O.B. Origin

Payable in lawful money of the United States. Acceptance by Seller of bank drafts, checks, or other media of payment will be subject to immediate collection of the full-face amount thereof.
 Until a specific order is accepted by Seller, quoted prices are subject to change without notice. Orders may not be cancelled once accepted by Seller. Seller reserves the right to correct any clerical or mathematical errors. Seller will specify payment terms in writing. If Buyer does not pay on time, Seller may (i) place Buyer on C.O.D., (ii) suspend deliveries; and/or (iii) charge interest at a rate of 2% per month (24% per annum), or the maximum allowed under applicable law, if less, on all overdue charges and interest. In the event that a collection agency is engaged and/or legal proceedings are commenced in order to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover all costs of collection, including court costs and reasonable attorney's fees

Buyer agrees to accept Seller's products under the following conditions: (a) Seller's products are sold without warranty, expressed or implied. Because Seller cannot anticipate or control the many conditions under which the products may be used, SELLER DOES NOT GUARANTEE THE MERCHANTABILITY OR FITNESS OF THE PRODUCTS IN ANY GIVEN SITUATION, nor the applicability or accuracy of any advice or information given by Seller. Buyer should make its own tests to determine the fitness of any particular product for any particular purpose. All risks resulting from the use of said products, whether in Buyer's manufacturing processes, or in combination with other substances, or otherwise, are to be borne by the Buyer at its sole risk and expense.
 (b) The possession, use or handling of the products involves a certain element of risk. The Buyer, recognizing the element of risk, agrees that Seller shall not be responsible or liable for damage or injury to persons or property resulting from the possession, use or handling of the products whether or not in accordance with directions or other information provided by Seller.
(c) The Seller does not warrant against the infringement of any United State or other patent claim by reason of use of the products in combination with other materials or in the operation of any process and statements concerning the possible use of the products are not intended as recommendations to use the same in the infringement of any patent.

Seller will provide Buyer Material Safety Data Sheets for the materials sold hereunder which will provide warnings, safety and health information about such materials. BUYER agrees to provide such warnings and information to all persons whom Buyer can reasonably foresee may be exposed to hazards of such materials prior to product use. Buyer agrees that Products will be used, handled, stored, transported and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with the manufacturer’s recommendations and applicable laws and regulations. Buyer agrees to instruct its employees with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein and make certain that they are adequately trained in the use, handling, storage, transportation and disposition of the Products. Buyer further agrees to deliver the most recent edition of Product literature, including MSDSs, to its employees and customers and to maintain a written record of such deliveries. Buyer shall only sell to those who can handle, use, store, transport and dispose of Products safely.

(a) No failure or omission to carry out or to observe any of the terms, provisions or conditions of this contract shall give rise to any claim by one party hereto against the other, or be deemed to be a breach of this contract if the same shall be caused by, or arise out of, war, hostilities, sabotage, blockade, revolution, or disorder; expropriation of nationalization; cutoff of gas supplies to facilities for the production of the product; disruption of rail or pipeline transportation of product to the load port, and consequent delays; breakdown or damage to storage, pipeline or loading facilities; prevention of loading by terminal or port authorities; embargoes or export restrictions; acts of God, explosion, fire, frost, earthquake, storm, lightning, tide, tidal wave or perils of the sea; accidents of navigation or breakdown of or injury to vessels; accidents to or closing of harbors, docks, straits, canals or other assistances to or adjuncts of shipping or navigation; strikes, lockouts or other labor disturbances; or any other events, matter, or thing wherever occurring, of the same class or kind as those above set forth, which shall not be reasonably within the control of the party affected thereby and which by due diligence such party is unable to prevent or overcome (herein called “force majeure”). (b) The party claiming force majeure shall notify the other party within 5 business days after the claiming party has notice thereof, and both parties will then jointly use their best efforts to minimize any possible resulting waiting time and/or damages and/or costs. (c) If force majeure affects the Seller, the Seller may, at its option, exercise by notice to the Buyer within a reasonable time, either: (i) cancel from this contract any quantities which have not been delivered due to force majeure, without affecting the balance of this contract, or (ii) deliver such quantities in one or more lots, after the Seller deems the effect of force majeure to have ended, on the same terms set forth in this contract. If, by reason of force majeure, there is a curtailment of or interference with the availability of any product from the source of supply nominated by the Seller deems appropriate, and Seller will not be required to acquire by purchase or otherwise additional quantities from other supplier. (d) Notwithstanding the foregoing provisions of this clause, force majeure shall not include occurrences arising out of the acts of any government or instrumentality, which owns, directly or indirectly, any interest in the party claiming force majeure. (e) Notwithstanding the foregoing provisions of this clause, the Buyer shall not be relieved of any obligation to make payment for product that has been delivered or to pay demurrage with respect to carriers loaded before the notification of the force majeure. (f) The forgoing provisions of this Clause shall have no application to Buyer’s liability for demurrage.

(a) Seller will not under any circumstances, whether as a result of breach of contract, breach of warranty, tort or otherwise be liable for consequential, incidental, special other exemplary damages including, but not limited to, loss of profits or revenues, loss of use or damage to any substance combined therewith, cost of capital, cost of substitute products, facilities or services, or claims of Buyer's customers.
 (b) Seller's liability on any claim of any kind for any loss or damage arising out of, resulting from, or concerning any aspect of this agreement or from the products or services furnished hereunder shall not exceed the price of the specific product or shipment which gives rise to the claim. (c) In no event will seller be liable for personal injury or property damage or any other loss, damage, Cost, of repairs, or incidental, punitive, special, consequential, damages of any kind, whether based upon warranty, contract, strict liability, negligence, or any other cause of action arising in connection with the products sold by seller.

Buyer agrees to defend, indemnify and hold Seller, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action relating to personal injury or property damage to third parties, including attorney's fees and actual costs (“Claims”) incurred as a result thereof, to the extent of its negligence or arising after delivery of the Products to Buyer. Seller agrees to defend, indemnify and hold Buyer, its officers, directors, agents, and employees harmless from Claims to the extent of its negligence.

In case of breakage or loss in transit, Buyer shall have notation of same made on expense bill before paying freight. CLAIMS for damage, shortage, problems with product quality etc., must be made within ten (10) days after receipt of goods. Seller's liability for damages shall in no event exceed the purchase price of the particular delivery with respect to which such damages are claimed. Goods shall not be returnable to Seller without Seller's written permission.

If freight deduction is allowed by Seller, Buyer must mail paid freight bill with remittance.

No agent, salesman or employee of the Seller is authorized to alter or vary the terms hereof or make representations, agreements, or warranties at variance with the terms and conditions hereof. If Seller and Buyer have heretofore entered into a written contract for sale of product covered hereby, the conditions of such written contract shall apply to this sale.

The Seller is in compliance with Executive Order 11246 and the provisions of Part 60-2, Title 41 of the Code of Federal Regulations.

All claims of buyer with respect to the quality, quantity, or delivery of product sold and delivered pursuant to mutual agreement shall be deemed waived and forever barred unless Buyer notifies Seller of the nature and detail of the claims(s) in writing within fifteen (10) days after delivery of the shipment by Seller. Any such claim which is not asserted as a claim, counterclaim, defense or set-off in a third party dispute resolution proceeding instituted within one years after the cause of action arises shall be forever waived, barred, and released.

This document constitutes the complete and exclusive statement of the terms of the contract between the parties hereto with the reference to the subject matter hereof, and no statements or agreements, oral or written, made prior to or at the signing hereof shall vary or modify the written terms hereof. None of BUYER’s inconsistent and/or additional terms and conditions submitted in acknowledging or accepting this contract or in issuing purchase orders, releases, shipping instructions or other documents shall apply.

This contract is not assignable or transferable by either party, except to the party's successor or to the transferee of all or substantially all the party's assets to which this contract relates. SELLER and BUYER may also assign any of their respective rights and obligations hereunder to any of their affiliated entities. No assignment hereunder shall relieve any party of its obligations under this contract other party’s authorized representative.

The parties will submit any dispute related to this Agreement to arbitration in Lawrence, Kansas before one arbitrator under the American Arbitration Association's Commercial Arbitration Rules. A party may seek interim relief from any court having jurisdiction without waiving any remedy under this Agreement. The arbitrator may not award punitive damages or other damages not measured by actual damages, or limit, expand or otherwise modify the terms of this Agreement. A party may enter a judgment on an award in any court having jurisdiction. The prevailing party is entitled to an award of reasonable attorney fees. The laws of the state of Kansas govern this Agreement.