Terms of service
1. GENERAL. These General Terms Conditions of Sale (these “Terms”) are applicable to all communications relating to the sale of products and all sales and delivery of products (“Products”) made by Honest Paws (“Seller”) to the buyer of such Products (“Buyer”). No other agreements or general conditions will be applicable or set aside the terms and conditions of sale set forth herein unless expressly agreed to by the Seller in writing. References herein to the “Contract” relate to any sales contracts, purchase/sale orders, invoices (including all exhibits, addenda, and attachments thereto), and any other communication relating to the sale and delivery of the Products, which are all subject to these Terms.
2. PRODUCT QUANTITY. Seller will not be required to deliver a quantity of Product exceeding that specified in the
Contract. Unless otherwise expressly agreed by Seller, Products supplied under this Contract are for Buyer’s consumption and not for resale.
3. TITLE. Title to the Products sold hereunder and all risk of loss, delay, or damage, pass to Buyer on Seller’s delivery to the location identified in the Contract. The quantity of all shipments will be as set forth in the Contract.
4. PRICE AND PAYMENT TERMS. For each product, the purchase price is as specified for that Product in the Contract or otherwise quoted by an authorized representative of the Seller, and such price is subject to change at any time by the Seller giving notice to the Buyer (the “Purchase Price”). Unless otherwise stated in the Contract, payment terms are net 30 calendar days. Any tax (other than income), duty or other governmental charges now or hereafter imposed on the Product or on any raw material used in manufacturing the Product (or on Seller, or required to be paid or collected by Seller by reason of the manufacture, transportation, sale or use of such Product or raw material) will be paid by the Buyer in addition to the Purchase Price. Seller will pay the Purchase Price in accordance with the terms of the Contract. If Seller is prevented by law, regulation, or governmental action from increasing or continuing any price already in effect under the Contract, Seller may terminate the Contract on thirty (30) days’ notice. An owner or managing member of Seller shall be required to execute the Guaranty attached to these Terms prior to the first sale of Products.
5. ACCEPTANCE OF PRODUCTS. The buyer or its designated agent or representative shall inspect the Products immediately upon delivery at the location set forth in the Contract. If Buyer determines that the goods are non-conforming, Buyer shall immediately notify Seller of the same (no more than 48 hours after being received), and Seller may (in its sole discretion) elect to either refund or replace the Products. Following acceptance of the Products, all sales are final and under no circumstances thereafter shall the Products be returnable to Seller.
6. BUYER’S DEFAULT AND CREDIT. If in Seller’s sole discretion, Buyer’s credit becomes impaired at any time, or Buyer’s credit is in default under any term or condition of any Contract with Seller, Seller will have the right in addition to any and all other remedies, to decline to make deliveries hereunder except for by way of prepayment by wire amount to an account specified by Seller until such time as such credit has been established or such default has been cured to Seller’s satisfaction.
7. NON-CIRCUMVENTION. Buyer acknowledges that Seller’s business involves, among other activities, introducing, participating, effectuating, and consummating transactions between its customers and vendors (each, a “Transaction”). Accordingly, Buyer hereby irrevocably agrees and warrants that it and its affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass Seller from any Transactions between Seller’s contacts, or obviate or interfere with the relationship of Seller and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise, for twelve months following the date of purchase of Products pursuant to any Contract. The buyer also undertakes not to make use of any third party to circumvent this section. Buyer further agrees not to directly or indirectly contact or communicate with, or submit a request for a product or service to, any contact, entity, or institution introduced by Seller to Buyer without the prior written approval of Seller authorizing such contact or communication.
8. FORCE MAJEURE. Neither party shall be liable in any respect for failure to perform hereunder (except for failure to pay amounts owing hereunder) if hindered or prevented, directly or indirectly for a reason outside its reasonable control including, without limitation, war, national emergency, terrorism, pandemic, riot, inadequate transportation facilities, inability to secure materials, supplies, fuel or power, shortage or non-availability of raw materials, plant breakdown, fire, flood, windstorm, explosion, accident or other act of God, strike, lockout or other labor dispute, order or act of any government, whether foreign, national or local, whether valid or invalid or any other cause of like or different kind (a “Force Majeure Event”). If either party is unable to perform its obligations hereunder due to a Force Majeure Event, or if either party considers it likely that it may become so unable, then that party shall as soon as reasonably practicably, notify the other of the estimated extent and duration of such inability. Any quantity of Product so affected will be deducted from the total quantity obligation of the Buyer. Seller, during any period of shortage due to a Force Majeure Event, may allocate its available supply of Product among its internal requirements and its customers on whatever basis Seller may deem fair and practical. Seller shall not be required to procure Product from third parties to satisfy its obligations to Buyer hereunder during any period of shortage due to a Force Majeure Event.
9. WARRANTY. Seller warrants only that each Product will, upon receipt, meet specifications designated as such in the Contract and as set forth in the warranty policy (as may be amended from time to time) provided on Seller’s website, honestpaws.com & vetspreferred.co. Seller reserves the right to change the specifications or properties of any Product at any time on at least thirty (30) days’ notice. BUYER AGREES IT IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY MATERIALS OR SELLER PRODUCTS IT SELECTS FOR ANY INTENDED PURPOSE AND ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS BY OR FROM SELLER REGARDING THE SUITABILITY FOR USE OF ANY SELLER PRODUCTS IN ANY INTENDED APPLICATION. 10. DISCLAIMER. EXCEPT AS SET FORTH IMMEDIATELY ABOVE, SELLER MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT, WHETHER OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE, AND NONE WILL BE IMPLIED. FURTHER, SELLER MAKES NO REPRESENTATIONS AND ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO FREEDOM FROM INFRINGEMENT OF ANY PATENT AND/OR COPYRIGHT RESULTING FROM BUYER’S USE OF PRODUCT OR SELLER’S INFORMATION. 11. SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF PRODUCTION, INDIRECT, OR OTHER SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF NEGLIGENCE. SELLER’S LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF THE SALE, USE, OR NON-DELIVERY OF THE PRODUCTS OR UNDER ANY WARRANTY, IS EXPRESSLY LIMITED AT SELLER’S OPTION TO REPLACEMENT OF NON-CONFORMING PRODUCT, F.O.B. BUYER’S LOCATION, OR PAYMENT NOT TO EXCEED THE PURCHASE PRICE OF THE PRODUCT FOR WHICH DAMAGES ARE CLAIMED (PLUS TRANSPORTATION COSTS, IF ANY, PAID BY BUYER WITH RESPECT THERETO). The buyer’s failure to give notice of any claim within thirty (30) days from the date of delivery will be a waiver by the Buyer of all claims with respect thereto. Use or disposition of any portion of the Products by Buyer will be a waiver of all claims with respect to such portion. Buyer is not entitled to deduct from the price invoiced to it the amount of any claim asserted against Seller without Seller’s written consent.
12. IDEMNITY. Buyer shall indemnify, defend and forever hold Seller and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from any and all fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses (including attorneys’ fees and expenses) resulting from or arising from: (a) Buyer’s negligent actions or omissions hereunder, or breach of any of the terms of this Contract; (b) Buyer’s use, sale, handling, storage, resale, modification or disposal of the Products; (c) Buyer’s advertising or representations that warrant the performance of the Products beyond that provided by Seller’s written warranty or based upon Buyer’s business or trade practices; (d) any failure by Buyer or its personnel to comply with any applicable laws; or (e) allegations that Buyer breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. The foregoing indemnification shall apply, but shall not be limited to, injury to a person (including death) or damage or harm to property or the environment. Buyer shall not be obligated to indemnify Seller for any fine, penalty, suit, action, claim, liability, judgment, cost, or expense to the extent solely attributable to the failure of the Product to meet specifications.
13. REMEDIES. If Buyer fails to pay any indebtedness to Seller (whether or not under the Contract), Seller may, in addition to any other remedies, suspend shipments, change terms of payment or terminate the Contract by notice to Buyer. Seller will further have the right to charge interest at the then-maximum interest rate allowable by law, or off-set any amounts due from Seller to Buyer (whether or not under this Contract) in the event that Buyer fails to pay any amount due hereunder in accordance with the payment terms specified herein. Buyer’s obligation to perform will not be limited by any previous waiver by Seller. In the event that Buyer breaches any term or condition of this Contract, Buyer shall reimburse Seller for all costs and expenses related to Seller’s pursuit of
payment for any claim in any way arising from such breach, including but not limited to reasonable attorneys’ fees.
14. NOTICES. Notice by either Seller or Buyer will be made only by e-mail to the address set forth in the Contract with confirmation, or by letter addressed to the other party at its address in the Contract, and will be considered given as of (i) the time it is sent by e-mail, or (ii) the business day immediately following the day on which it is deposited with a recognized overnight courier (postage or charges prepaid), or (iii) three (3) business days after being deposited with the U.S. Postal Service (postage or charges prepaid). If no contact information is provided in the Contract, notices to the Seller should be made by e-mail to retailers@one.pet.
15. GOVERNING LAW. This Contract is governed by and is to be construed in accordance with, the laws of the State of Texas, without regard to the conflicts of laws provisions thereof. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT ARE NOT TO BE GOVERNED BY OR CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF THE CONVENTION FOR THE INTERNATIONAL SALE OF GOODS.
16. ASSIGNABILITY. This Contract will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, but it will not be transferred or assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, that Seller has the right to assign this Contract without Buyer’s consent to an affiliate of Seller (whether now existing or existing at the time of such assignment), or to a purchaser or other successor to Seller’s assets or undertaking involved in the manufacture of products.
17. MEDIATION; ARBITRATION. In the event any dispute arises in connection with this Contract, the parties agree to use their best efforts to settle such dispute by consulting and negotiating with each other in good faith to reach a just and equitable solution satisfactory to both In the event that the parties are unable to resolve a dispute within 45 days, the dispute will be referred to JAMS for mediation. If the parties are unable to resolve the dispute by mediation, the dispute will be finally settled by arbitration in front of one arbitrator in accordance with the rules of JAMS. The arbitrator will be unaffiliated in any manner with either of the parties and will be generally familiar with the chemical industry. The arbitration will take place in Houston, Texas. The arbitrator will have the authority to award relief under legal or equitable principles and allocate responsibility for the costs of the arbitration and to award recovery of attorneys’ fees and expenses in such manner as is determined to be appropriate by the arbitrator. The arbitration award will be final and binding on the parties and will deal with the question of costs of arbitration and all matters related thereto. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for judicial recognition of the award or an order of enforcement thereof, as the case may be. The arbitration will be governed by the choice of law set forth herein. Anything herein to the contrary notwithstanding, Seller need not resort to mediation or arbitration for resolving disputes related to Seller’s right to enforce payment for the Products, and Seller may bring suit against Buyer to enforce its right to payment in any competent court having jurisdiction over Buyer or its assets, wherever located.
18. NO USE OF SELLER’S MARKS. Buyer will not use Seller’s trade names, trademarks, logos, or other similar identifying marks or characteristics for the manufacture, sale, or promotion of Buyer’s products incorporating the Products without Seller’s prior written consent, which consent Seller may grant or withhold in Seller’s sole discretion.
19. ACCEPTANCE, ENTIRETY, AND RELEASE. Seller’s acceptance of Buyer’s order or proposal is expressly conditional on Buyer’s assent to the terms of the Contract and Seller rejects any terms of Buyer’s order or proposal which differ from or are in addition to them. Buyer’s assent to the terms of the Contract will be conclusively presumed by Buyer’s acceptance of Product delivery. These Terms and any related Contract contain the complete and exclusive agreement of Seller and Buyer concerning the Product, merges and supersedes all prior understandings and representations (oral or written) between the Parties concerning the Product and, except for any indebtedness or indemnity obligation of Buyer to Seller, each releases the other from all claims arising in
connection with any such prior contract. Seller reserves the right to change these Terms at any time and from time to time at Seller’s discretion.
20. COMPLIANCE. The obligations stipulated in the Contract shall be performed in an ethical manner, using sound business practices and in accordance with applicable law, including but not limited to, laws prohibiting commercial bribery, improper payments to public officials, and money laundering. Buyer agrees to comply with all applicable laws and regulations of all jurisdictions governing the export, re-export, transport, trafficking, and brokering of the Products including, but not limited to, the export control and sanctions laws and regulations of the country in which the Buyer conducts its business, and the export control and sanctions laws and regulations of the United States. Any failure to comply with the foregoing provisions will be considered a breach of the Contract
subject to damages and any other remedies available under these Terms and at law including, without limitation, the right of the non-breaching party to immediately terminate the Contract.
21. SEVERABILITY. In case anyone or more of the provisions contained in these Terms should be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect against any party hereto, such invalidity, illegality, or unenforceability will only apply to such party in the specific jurisdiction where such judgment is made, and the validity, legality, and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, except that these Terms will not be reformed in any way that will deny to any party the essential benefits of these Terms unless such party waives in writing its rights to such benefits.
2. PRODUCT QUANTITY. Seller will not be required to deliver a quantity of Product exceeding that specified in the
Contract. Unless otherwise expressly agreed by Seller, Products supplied under this Contract are for Buyer’s consumption and not for resale.
3. TITLE. Title to the Products sold hereunder and all risk of loss, delay, or damage, pass to Buyer on Seller’s delivery to the location identified in the Contract. The quantity of all shipments will be as set forth in the Contract.
4. PRICE AND PAYMENT TERMS. For each product, the purchase price is as specified for that Product in the Contract or otherwise quoted by an authorized representative of the Seller, and such price is subject to change at any time by the Seller giving notice to the Buyer (the “Purchase Price”). Unless otherwise stated in the Contract, payment terms are net 30 calendar days. Any tax (other than income), duty or other governmental charges now or hereafter imposed on the Product or on any raw material used in manufacturing the Product (or on Seller, or required to be paid or collected by Seller by reason of the manufacture, transportation, sale or use of such Product or raw material) will be paid by the Buyer in addition to the Purchase Price. Seller will pay the Purchase Price in accordance with the terms of the Contract. If Seller is prevented by law, regulation, or governmental action from increasing or continuing any price already in effect under the Contract, Seller may terminate the Contract on thirty (30) days’ notice. An owner or managing member of Seller shall be required to execute the Guaranty attached to these Terms prior to the first sale of Products.
5. ACCEPTANCE OF PRODUCTS. The buyer or its designated agent or representative shall inspect the Products immediately upon delivery at the location set forth in the Contract. If Buyer determines that the goods are non-conforming, Buyer shall immediately notify Seller of the same (no more than 48 hours after being received), and Seller may (in its sole discretion) elect to either refund or replace the Products. Following acceptance of the Products, all sales are final and under no circumstances thereafter shall the Products be returnable to Seller.
6. BUYER’S DEFAULT AND CREDIT. If in Seller’s sole discretion, Buyer’s credit becomes impaired at any time, or Buyer’s credit is in default under any term or condition of any Contract with Seller, Seller will have the right in addition to any and all other remedies, to decline to make deliveries hereunder except for by way of prepayment by wire amount to an account specified by Seller until such time as such credit has been established or such default has been cured to Seller’s satisfaction.
7. NON-CIRCUMVENTION. Buyer acknowledges that Seller’s business involves, among other activities, introducing, participating, effectuating, and consummating transactions between its customers and vendors (each, a “Transaction”). Accordingly, Buyer hereby irrevocably agrees and warrants that it and its affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass Seller from any Transactions between Seller’s contacts, or obviate or interfere with the relationship of Seller and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise, for twelve months following the date of purchase of Products pursuant to any Contract. The buyer also undertakes not to make use of any third party to circumvent this section. Buyer further agrees not to directly or indirectly contact or communicate with, or submit a request for a product or service to, any contact, entity, or institution introduced by Seller to Buyer without the prior written approval of Seller authorizing such contact or communication.
8. FORCE MAJEURE. Neither party shall be liable in any respect for failure to perform hereunder (except for failure to pay amounts owing hereunder) if hindered or prevented, directly or indirectly for a reason outside its reasonable control including, without limitation, war, national emergency, terrorism, pandemic, riot, inadequate transportation facilities, inability to secure materials, supplies, fuel or power, shortage or non-availability of raw materials, plant breakdown, fire, flood, windstorm, explosion, accident or other act of God, strike, lockout or other labor dispute, order or act of any government, whether foreign, national or local, whether valid or invalid or any other cause of like or different kind (a “Force Majeure Event”). If either party is unable to perform its obligations hereunder due to a Force Majeure Event, or if either party considers it likely that it may become so unable, then that party shall as soon as reasonably practicably, notify the other of the estimated extent and duration of such inability. Any quantity of Product so affected will be deducted from the total quantity obligation of the Buyer. Seller, during any period of shortage due to a Force Majeure Event, may allocate its available supply of Product among its internal requirements and its customers on whatever basis Seller may deem fair and practical. Seller shall not be required to procure Product from third parties to satisfy its obligations to Buyer hereunder during any period of shortage due to a Force Majeure Event.
9. WARRANTY. Seller warrants only that each Product will, upon receipt, meet specifications designated as such in the Contract and as set forth in the warranty policy (as may be amended from time to time) provided on Seller’s website, honestpaws.com & vetspreferred.co. Seller reserves the right to change the specifications or properties of any Product at any time on at least thirty (30) days’ notice. BUYER AGREES IT IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY MATERIALS OR SELLER PRODUCTS IT SELECTS FOR ANY INTENDED PURPOSE AND ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS BY OR FROM SELLER REGARDING THE SUITABILITY FOR USE OF ANY SELLER PRODUCTS IN ANY INTENDED APPLICATION. 10. DISCLAIMER. EXCEPT AS SET FORTH IMMEDIATELY ABOVE, SELLER MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT, WHETHER OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE, AND NONE WILL BE IMPLIED. FURTHER, SELLER MAKES NO REPRESENTATIONS AND ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO FREEDOM FROM INFRINGEMENT OF ANY PATENT AND/OR COPYRIGHT RESULTING FROM BUYER’S USE OF PRODUCT OR SELLER’S INFORMATION. 11. SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF PRODUCTION, INDIRECT, OR OTHER SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF NEGLIGENCE. SELLER’S LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF THE SALE, USE, OR NON-DELIVERY OF THE PRODUCTS OR UNDER ANY WARRANTY, IS EXPRESSLY LIMITED AT SELLER’S OPTION TO REPLACEMENT OF NON-CONFORMING PRODUCT, F.O.B. BUYER’S LOCATION, OR PAYMENT NOT TO EXCEED THE PURCHASE PRICE OF THE PRODUCT FOR WHICH DAMAGES ARE CLAIMED (PLUS TRANSPORTATION COSTS, IF ANY, PAID BY BUYER WITH RESPECT THERETO). The buyer’s failure to give notice of any claim within thirty (30) days from the date of delivery will be a waiver by the Buyer of all claims with respect thereto. Use or disposition of any portion of the Products by Buyer will be a waiver of all claims with respect to such portion. Buyer is not entitled to deduct from the price invoiced to it the amount of any claim asserted against Seller without Seller’s written consent.
12. IDEMNITY. Buyer shall indemnify, defend and forever hold Seller and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from any and all fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses (including attorneys’ fees and expenses) resulting from or arising from: (a) Buyer’s negligent actions or omissions hereunder, or breach of any of the terms of this Contract; (b) Buyer’s use, sale, handling, storage, resale, modification or disposal of the Products; (c) Buyer’s advertising or representations that warrant the performance of the Products beyond that provided by Seller’s written warranty or based upon Buyer’s business or trade practices; (d) any failure by Buyer or its personnel to comply with any applicable laws; or (e) allegations that Buyer breached its agreement with a third party as a result of or in connection with entering into, performing under or terminating this Agreement. The foregoing indemnification shall apply, but shall not be limited to, injury to a person (including death) or damage or harm to property or the environment. Buyer shall not be obligated to indemnify Seller for any fine, penalty, suit, action, claim, liability, judgment, cost, or expense to the extent solely attributable to the failure of the Product to meet specifications.
13. REMEDIES. If Buyer fails to pay any indebtedness to Seller (whether or not under the Contract), Seller may, in addition to any other remedies, suspend shipments, change terms of payment or terminate the Contract by notice to Buyer. Seller will further have the right to charge interest at the then-maximum interest rate allowable by law, or off-set any amounts due from Seller to Buyer (whether or not under this Contract) in the event that Buyer fails to pay any amount due hereunder in accordance with the payment terms specified herein. Buyer’s obligation to perform will not be limited by any previous waiver by Seller. In the event that Buyer breaches any term or condition of this Contract, Buyer shall reimburse Seller for all costs and expenses related to Seller’s pursuit of
payment for any claim in any way arising from such breach, including but not limited to reasonable attorneys’ fees.
14. NOTICES. Notice by either Seller or Buyer will be made only by e-mail to the address set forth in the Contract with confirmation, or by letter addressed to the other party at its address in the Contract, and will be considered given as of (i) the time it is sent by e-mail, or (ii) the business day immediately following the day on which it is deposited with a recognized overnight courier (postage or charges prepaid), or (iii) three (3) business days after being deposited with the U.S. Postal Service (postage or charges prepaid). If no contact information is provided in the Contract, notices to the Seller should be made by e-mail to retailers@one.pet.
15. GOVERNING LAW. This Contract is governed by and is to be construed in accordance with, the laws of the State of Texas, without regard to the conflicts of laws provisions thereof. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT ARE NOT TO BE GOVERNED BY OR CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF THE CONVENTION FOR THE INTERNATIONAL SALE OF GOODS.
16. ASSIGNABILITY. This Contract will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, but it will not be transferred or assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, that Seller has the right to assign this Contract without Buyer’s consent to an affiliate of Seller (whether now existing or existing at the time of such assignment), or to a purchaser or other successor to Seller’s assets or undertaking involved in the manufacture of products.
17. MEDIATION; ARBITRATION. In the event any dispute arises in connection with this Contract, the parties agree to use their best efforts to settle such dispute by consulting and negotiating with each other in good faith to reach a just and equitable solution satisfactory to both In the event that the parties are unable to resolve a dispute within 45 days, the dispute will be referred to JAMS for mediation. If the parties are unable to resolve the dispute by mediation, the dispute will be finally settled by arbitration in front of one arbitrator in accordance with the rules of JAMS. The arbitrator will be unaffiliated in any manner with either of the parties and will be generally familiar with the chemical industry. The arbitration will take place in Houston, Texas. The arbitrator will have the authority to award relief under legal or equitable principles and allocate responsibility for the costs of the arbitration and to award recovery of attorneys’ fees and expenses in such manner as is determined to be appropriate by the arbitrator. The arbitration award will be final and binding on the parties and will deal with the question of costs of arbitration and all matters related thereto. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for judicial recognition of the award or an order of enforcement thereof, as the case may be. The arbitration will be governed by the choice of law set forth herein. Anything herein to the contrary notwithstanding, Seller need not resort to mediation or arbitration for resolving disputes related to Seller’s right to enforce payment for the Products, and Seller may bring suit against Buyer to enforce its right to payment in any competent court having jurisdiction over Buyer or its assets, wherever located.
18. NO USE OF SELLER’S MARKS. Buyer will not use Seller’s trade names, trademarks, logos, or other similar identifying marks or characteristics for the manufacture, sale, or promotion of Buyer’s products incorporating the Products without Seller’s prior written consent, which consent Seller may grant or withhold in Seller’s sole discretion.
19. ACCEPTANCE, ENTIRETY, AND RELEASE. Seller’s acceptance of Buyer’s order or proposal is expressly conditional on Buyer’s assent to the terms of the Contract and Seller rejects any terms of Buyer’s order or proposal which differ from or are in addition to them. Buyer’s assent to the terms of the Contract will be conclusively presumed by Buyer’s acceptance of Product delivery. These Terms and any related Contract contain the complete and exclusive agreement of Seller and Buyer concerning the Product, merges and supersedes all prior understandings and representations (oral or written) between the Parties concerning the Product and, except for any indebtedness or indemnity obligation of Buyer to Seller, each releases the other from all claims arising in
connection with any such prior contract. Seller reserves the right to change these Terms at any time and from time to time at Seller’s discretion.
20. COMPLIANCE. The obligations stipulated in the Contract shall be performed in an ethical manner, using sound business practices and in accordance with applicable law, including but not limited to, laws prohibiting commercial bribery, improper payments to public officials, and money laundering. Buyer agrees to comply with all applicable laws and regulations of all jurisdictions governing the export, re-export, transport, trafficking, and brokering of the Products including, but not limited to, the export control and sanctions laws and regulations of the country in which the Buyer conducts its business, and the export control and sanctions laws and regulations of the United States. Any failure to comply with the foregoing provisions will be considered a breach of the Contract
subject to damages and any other remedies available under these Terms and at law including, without limitation, the right of the non-breaching party to immediately terminate the Contract.
21. SEVERABILITY. In case anyone or more of the provisions contained in these Terms should be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect against any party hereto, such invalidity, illegality, or unenforceability will only apply to such party in the specific jurisdiction where such judgment is made, and the validity, legality, and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, except that these Terms will not be reformed in any way that will deny to any party the essential benefits of these Terms unless such party waives in writing its rights to such benefits.