Terms and Conditions

Terms and Conditions of Sale

These Terms and Conditions apply to the sale of Products (the "Products") by Spartech LLC and its subsidiaries ("Spartech" or "Seller").

1. Limited Warranty

Seller warrants good and free title in the Product and that the Product will conform to Seller’s published specifications, if any exist, or to such other quality standards and/or measurements the parties have attached to this document or subsequently have agreed upon in writing. Seller has based any recommendations to Buyer for the use of the Product upon information that Seller considers reliable, but Seller makes no warranty as to any results Buyer might obtain in Buyer’s use(s) for the Product. These warranties extend only to Buyer. Seller makes no representation or warranty of any kind with respect to Product, express or implied, respecting merchantability or fitness for any particular purpose. Seller makes no other warranties extending beyond the description of the Product, whether used alone or in combination with any other substance or in any process.

2. Limitation of Liability

Buyer will examine Product promptly after receipt for damage, defects, short-weight and non-conformance. Buyer must give Seller written notice of the existence of each claim involving Product (whether based in contract, breach of warranty, negligence, strict liability, other tort or otherwise) within the earlier of thirty (30) days after receipt of the quantity of Product forming the basis for the claim or applicable shelf-life expiration, if any. A failure by Buyer to give such notice within the applicable time constraint will constitute an absolute and unconditional waiver of all such claims. Buyer assumes all risk of patent infringement by reason of any use Buyer makes of the Product in combination with other substances or in the operation of any process, and all infringement arising out of Seller’s compliance with Buyer’s designs, specifications or instructions, and Buyer shall defend, indemnify and hold Seller harmless from and against the same. Seller’s entire liability to Buyer for damages, whether under breach of warranty or any other cause whatsoever, and whether under this contract or otherwise, shall in no event exceed that part of the purchase price applicable to the portion of Product giving rise to Buyer’s claim for such damages. In no event will either party have liability to the other for any incidental, consequential, exemplary or special damages.

3. Ordering & Limits

Seller may discontinue any Product sold hereunder at any time, unless Buyer and Seller have otherwise agreed in writing.

4. Payment & Credit

Buyer will make all payments hereunder in cash or in negotiable paper collectible at face value in the funds and at the location indicated on Seller’s invoice; late payments will bear interest at 1.5%/month. If Seller determines that Buyer’s financial responsibility has become impaired or otherwise unsatisfactory to Seller, Seller may require advance cash payments, COD, shorter terms, and/or the posting of satisfactory security by Buyer, and may withhold shipments until Buyer complies.

5. Governmental Constraints

If a present or future law, governmental decree, order, regulation, or ruling under any existing or future legislation prevents Seller from increasing or revising the price as provided herein, or nullifies or reduces any price or price increase hereunder, upon written notice from one to the other Seller and Buyer will attempt to identify mutually agreeable changes to conform this contract with such law, decree, order, regulation, or ruling. If the parties cannot agree upon and implement such changes within sixty (60) days after such notice, Seller shall thereupon have a right to terminate this contract forthwith by written notice to Buyer.

6. Terms Adjustment

Seller may change the price and/or terms of delivery and shipment at any time up until shipment, except where a written alternative pricing mechanism exists in this contract. In addition, at any time prior to delivery, Seller may pass through increased fuel surcharges or taxes imposed upon Seller in connection with the sale/shipment of the Product after order acceptance.

7. Taxes

Buyer will reimburse Seller for all federal, state, local or other taxes (other than income taxes), duties, sales taxes, excises or charges, including superfund taxes and fees, which Seller must pay in connection with the manufacture and supply of Product, but only those amounts not already included in the price at the commencement of this contract.

8. Title & Risk of Loss

Title and risk of loss to the Product shall pass to Buyer at Seller's point of shipment. Buyer assumes all risks and liabilities arising out of unloading, discharge, storage, handling and use of the Product, or arising out of compliance or non-compliance with federal, state, municipal or local laws and regulations governing or controlling such activity, except to the extent, if any, attributable to Seller’s gross negligence or willful misconduct. Seller has no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller. Except to the extent attributable to the Product failing to meet the express warranties set forth in paragraph 1, Buyer will indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgements or other loss, including costs of investigation, litigation and reasonable attorney’s fees, arising out of Buyer’s selection, use, sale and further processing of the Product.

9. Force Majeure

Except with respect to default of subcontractors, Seller shall not be liable for any delay in or failure of performance if the failure to perform arises out of causes beyond the control and without the fault or negligence of Seller including acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Seller and subcontractor and without the fault or negligence of either of them, Seller shall not be liable for any delay or failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule.

10. Safety & Health Indemnity

Buyer acknowledges that Seller has furnished to Buyer Material Safety Data sheets, which include warnings together with safety and health information concerning the Product and/or the containers for such Product. Buyer will disseminate such information so as to give warning of possible hazards to persons whom Buyer can reasonably foresee may receive exposure to such hazards, including, but not limited to, Buyer’s employees, agents, contractors and customers. Buyer will indemnify, defend and save Seller harmless against any and all liability arising out of or in any way connected with Buyer’s failure to disseminate such information, including without limitation, liability for injury, sickness, death and property damage, and costs of investigation, litigation and reasonable attorney’s fees.

11. Shortage of Product

During periods when demand for Product exceeds Seller’s available supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own manufacturing uses, its customers, and Buyer in such manner as Seller deems fair and practicable. Buyer will accept, as full and complete performance by Seller, deliveries in accordance with such determinations as Seller may make. Except in the case of a force majeure, if not satisfied with Seller’s determination, Buyer as its sole remedy shall have a right to terminate this contract without further obligation upon: (i) 10 days written notice; and (ii) payment for all Product received to date.

12. Assignment/Delegation

Buyer may assign/transfer rights and/or delegate duties/obligations hereunder only with the prior written consent of Seller, not unreasonably withheld. Seller may assign this contract and/or rights and delegate obligations under this contract without the consent of Buyer.

13. Integration

These Terms and Conditions apply to all sales by Spartech LLC and its affiliated companies. No statement of agreement, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change occurs in a writing signed by the other party and specifically identifying it as an amendment to this contract. No modification or addition to this contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions. A provision elsewhere in this contract that conflicts with a provision in these general terms and conditions will govern.

14. UN Convention

The United Nations Convention respecting Contracts for the International Sale of Goods shall not apply to transactions under this contract.

15. Severability

In the event of illegality or invalidity of a provision of this contract under the law of a particular jurisdiction, the parties shall deem that provision stricken in its entirety; the balance of this contract shall remain in full force and effect.

16. Applicable Law

The law of state of Missouri shall govern the interpretation and construction of this contract without regard to the principles of conflicts of law. All litigation concerning this contract shall occur only in the state and federal courts of Eastern Missouri, and each party consents to exclusive jurisdiction in such courts.

17. Export/Re–Export

Buyer will comply with all U.S. laws and regulations in relation to the contract. export control and trade embargo laws, rules and regulations (including but not limited to the U.S. Export Administration Regulations), and shall not sell, export, import, re-export, distribute, transfer or otherwise deal with or dispose of Products, whether directly or indirectly, without first obtaining all necessary written consents, permits and authorizations and completing such formalities as may be required by any applicable such laws, rules and regulations. Failure by Buyer to comply with such laws, rules and regulations shall constitute a material default under the contract. Buyer agrees to impose this same compliance requirement in its contracts with third parties pertaining to the Products.


Terms and Conditions of Sale — Canada

1. Limited Warranty

Seller warrants good and free title in the Product and that the Product will conform to Seller’s published specifications, if any exist, or to such other quality standards and/or measurements the parties have attached to this document or subsequently have agreed upon in writing. Seller has based any recommendations to Buyer for the use of the Product upon information that Seller considers reliable, but Seller makes no warranty as to any results Buyer might obtain in Buyer’s use(s) for the Product. These warranties extend only to Buyer. Seller makes no representation or warranty of any kind with respect to Product, express or implied, respecting merchantability or fitness for any particular purpose. Seller makes no other warranties extending beyond the description of the Product, whether used alone or in combination with any other substance or in any process.

2. Limitation of Liability

Buyer will examine Product promptly after receipt for damage, defects, short-weight and non-conformance. Buyer must give Seller written notice of the existence of each claim involving Product (whether based in contract, breach of warranty, negligence, strict liability, other tort or otherwise) within the earlier of thirty (30) days after receipt of the quantity of Product forming the basis for the claim or applicable shelf-life expiration, if any. A failure by Buyer to give such notice within the applicable time constraint will constitute an absolute and unconditional waiver of all such claims. Buyer assumes all risk of patent infringement by reason of any use Buyer makes of the Product in combination with other substances or in the operation of any process, and all infringement arising out of Seller’s compliance with Buyer’s designs, specifications or instructions, and Buyer shall defend, indemnify and hold Seller harmless from and against the same. Seller’s entire liability to Buyer for damages, whether under breach of warranty or any other cause whatsoever, and whether under this contract or otherwise, shall in no event exceed that part of the purchase price applicable to the portion of Product giving rise to Buyer’s claim for such damages. In no event will either party have liability to the other for any incidental, consequential, exemplary or special damages.

3. Ordering & Limits

Seller may discontinue any Product sold hereunder at any time, unless Buyer and Seller have otherwise agreed in writing.

4. Payment & Credit

Buyer will make all payments hereunder in cash or in negotiable paper collectible at face value in the funds and at the location indicated on Seller’s invoice; late payments will bear interest at 1.5%/month. If Seller determines that Buyer’s financial responsibility has become impaired or otherwise unsatisfactory to Seller, Seller may require advance cash payments, COD, shorter terms, and/or the posting of satisfactory security by Buyer, and may withhold shipments until Buyer complies.

5. Governmental Constraints

If a present or future law, governmental decree, order, regulation, or ruling under any existing or future legislation prevents Seller from increasing or revising the price as provided herein, or nullifies or reduces any price or price increase hereunder, upon written notice from one to the other Seller and Buyer will attempt to identify mutually agreeable changes to conform this contract with such law, decree, order, regulation, or ruling. If the parties cannot agree upon and implement such changes within sixty (60) days after such notice, Seller shall thereupon have a right to terminate this contract forthwith by written notice to Buyer.

6. Terms Adjustment

Seller may change the price and/or terms of delivery and shipment at any time up until shipment, except where a written alternative pricing mechanism exists in this contract. In addition, at any time prior to delivery, Seller may pass through increased fuel surcharges or taxes imposed upon Seller in connection with the sale/shipment of the Product after order acceptance.

7. Taxes

Buyer will reimburse Seller for all federal, state, local or other taxes (other than income taxes), duties, sales taxes, excises or charges, including superfund taxes and fees, which Seller must pay in connection with the manufacture and supply of Product, but only those amounts not already included in the price at the commencement of this contract.

8. Title & Risk of Loss

Title and risk of loss to the Product shall pass to Buyer at Seller's point of shipment. Buyer assumes all risks and liabilities arising out of unloading, discharge, storage, handling and use of the Product, or arising out of compliance or non-compliance with federal, state, municipal or local laws and regulations governing or controlling such activity, except to the extent, if any, attributable to Seller’s gross negligence or willful misconduct. Seller has no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller. Except to the extent attributable to the Product failing to meet the express warranties set forth in paragraph 1, Buyer will indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgements or other loss, including costs of investigation, litigation and reasonable attorney’s fees, arising out of Buyer’s selection, use, sale and further processing of the Product.

9. Force Majeure

Except with respect to default of subcontractors, Seller shall not be liable for any delay in or failure of performance if the failure to perform arises out of causes beyond the control and without the fault or negligence of Seller including acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Seller and subcontractor and without the fault or negligence of either of them, Seller shall not be liable for any delay or failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule.

10. Safety & Health Indemnity

Buyer acknowledges that Seller has furnished to Buyer Material Safety Data sheets, which include warnings together with safety and health information concerning the Product and/or the containers for such Product. Buyer will disseminate such information so as to give warning of possible hazards to persons whom Buyer can reasonably foresee may receive exposure to such hazards, including, but not limited to, Buyer’s employees, agents, contractors and customers. Buyer will indemnify, defend and save Seller harmless against any and all liability arising out of or in any way connected with Buyer’s failure to disseminate such information, including without limitation, liability for injury, sickness, death and property damage, and costs of investigation, litigation and reasonable attorney’s fees.

11. Shortage of Product

During periods when demand for Product exceeds Seller’s available supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own manufacturing uses, its customers, and Buyer in such manner as Seller deems fair and practicable. Buyer will accept, as full and complete performance by Seller, deliveries in accordance with such determinations as Seller may make. Except in the case of a force majeure, if not satisfied with Seller’s determination, Buyer as its sole remedy shall have a right to terminate this contract without further obligation upon: (i) 10 days written notice; and (ii) payment for all Product received to date.

12. Assignment/Delegation

Buyer may assign/transfer rights and/or delegate duties/obligations hereunder only with the prior written consent of Seller, not unreasonably withheld. Seller may assign this contract and/or rights and delegate obligations under this contract without the consent of Buyer.

13. Integration

These Terms and Conditions apply to all sales by Spartech Canada Ltd and its affiliated companies. No statement of agreement, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change occurs in a writing signed by the other party and specifically identifying it as an amendment to this contract. No modification or addition to this contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions. A provision elsewhere in this contract that conflicts with a provision in these general terms and conditions will govern.

14. UN Convention

The United Nations Convention respecting Contracts for the International Sale of Goods shall not apply to transactions under these Terms and Conditions of Sale.

15. Severability

In the event of illegality or invalidity of a provision of this contract under the law of a particular jurisdiction, the parties shall deem that provision stricken in its entirety; the balance of this contract shall remain in full force and effect.

16. Applicable Law

The law of the state of Missouri shall govern the interpretation and construction of this contract without regard to the principles of conflicts of law. All litigation concerning this contract shall occur only in the state and federal courts of Eastern Missouri, and each party consents to exclusive jurisdiction in such courts.

17. Export/Re-Export

Buyer will comply with all U.S. laws and regulations in relation to the contract. export control and trade embargo laws, rules and regulations (including but not limited to the U.S. Export Administration Regulations), and shall not sell, export, import, re-export, distribute, transfer or otherwise deal with or dispose of Products, whether directly or indirectly, without first obtaining all necessary written consents, permits and authorizations and completing such formalities as may be required by any applicable such laws, rules and regulations. Failure by Buyer to comply with such laws, rules and regulations shall constitute a material default under the contract. Buyer agrees to impose this same compliance requirement in its contracts with third parties pertaining to the Products.


Terms and Conditions — Raw Materials

1. Packaging

The company or individual selling the goods at issue in this agreement (“Seller”) is responsible for packaging materials in a manner to insure receipt of good condition. Spartech (“Buyer” or “our”) applicable Code Number, Purchase Order Number and net weight must be stenciled on top and sides of drums and on ends or sides of bags.

2. Invoicing

Freight Bills, Bills of Lading, Quality Reports, Invoices Packing Slips must show our Code Number, Purchase Order Number, Requisition Number and net weight. Each of your invoices shall bear the following statement: "WE HEREBY CERTIFY THAT THESE GOODS AND/OR SERVICES WERE PRODUCED AND/OR PERFORMED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTION 6,7 AND 12 OF THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, AND OF REGULATIONS AND ORDERS OF THE ADMINISTRATOR OF THE WAGE AND HOUR DIVISION ISSUED UNDER SECTION 14 THEREOF." Transportation Charges on Invoice must be supported by paid transportation bills. DO NOT INSURE PARCEL POST SHIPMENTS OR DECLARE EXCESS VALUATION ON EXPRESS FOR OUR ACCOUNT.

3. Warranties

Seller expressly warrants that all goods and/or services, ordered hereunder will be merchantable and fit and sufficient for the purpose ordered, and that all goods and/or services ordered according to plans, drawings, specifications, descriptions, or samples furnished or approved by Buyer, which are hereby made a part hereof as if fully set out herein, will conform thereto, and that all goods and/or work ordered hereunder will be free from defect in material and workmanship and will comply with all requirements of the Occupational Safety and Health Act of 1970 as it may be amended from time to time including all regulations issued thereunder and shall comply with all requirements of all applicable health and/or safety statutes of federal, state, or local governments having jurisdiction in the location to which such goods are shipped or in which such work is performed. All warranties shall run to Buyer, its successors, assigns, and customers and to the users of its product, and shall be construed as conditions as well as warranties, and shall not be deemed to be exclusive. Seller expressly warrants that the goods provided do not contain any chemicals included in Schedule 1, Schedule 2, or Schedule 3 of the Chemical Weapons Convention and Chemical Weapons Convention Regulations.

4. Force Majeure

Except with respect to default of subcontractors, Seller shall not be liable for any delay in or failure of performance if the failure to perform arises out of causes beyond the control and without the fault or negligence of Seller including acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Seller and subcontractor and without the fault or negligence of either of them, Seller shall not be liable for any delay or failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule.

5. Infringement

Seller agrees to indemnify and hold harmless the Buyer and Buyer's customers from all damages, costs, judgments, and any other expense resulting from any patent, trademark or copyright infringement claim or suit against Buyer or Buyer's customers based on the purchase, use or resale by Buyer or Buyer's customers, as the case may be, of the particular goods, equipment or work called for in this order and Seller shall defend any such infringement claim or suit at no expense to Buyer or Buyer's customers. Buyer shall promptly notify Seller of each such claim or suit.

6. Performance of Work

If this order calls for work to be performed by Seller, all work performed and all materials used in connection therewith shall be at the risk and expense of and shall be replaced by Seller in the event of any damage or destruction thereof prior to delivery to and acceptance by Buyer. If this order calls for work to be performed by Seller upon any premises owned or controlled by Buyer and/or Buyer's customers, Seller will keep the premises and the work free and clear of all mechanics' liens and will furnish Buyer with certificate and waiver as provided by law. Whenever any property belonging to Buyer or its customers is in the possession of Seller or Seller's suppliers, Seller will be deemed an insurer thereof and shall be responsible for its safe return to Buyer. Seller will indemnify, hold harmless and defend Buyer and/or Buyer's customers from any and all claims, demands or suits made or brought under the Workmen's Compensation law of the state in which any work is performed hereunder or under any applicable federal compensation laws, and will, if requested, furnish to Buyer a Certificate showing that Seller is complying with the Workmen's Compensation Law of such state and with any applicable federal compensation laws. Seller will also indemnify, save harmless and defend Buyer any/or Buyer's customers from all loss and expense for any damage to property or injury to or death of persons caused by Seller in the performance of this order.

7. Termination

(a) Default - if Seller defaults in performance of this order (including but not limited to failure to deliver the goods in a timely manner); or fails to make progress so as to endanger performance; or becomes insolvent; or makes an assignment for its creditors; or is the subject of bankruptcy proceedings, Buyer may, by written notice, terminate this order for default. Thereafter, Seller shall by responsible for Buyer's costs in securing other performance of the terminated work and such other damages as may arise by reason of Seller's default. In addition, Buyer may direct Seller to transfer title and deliver to Buyer any completed supplies, and inventory of partially completed supplies and materials and any toolings which Seller has acquired or produced specifically for this order. Payment for completed work shall be at the contract price, and payment for other materials shall be in an amount agreed to by the parties. In the event that a Seller terminated for default is subsequently found to not have been in default, the termination shall be converted to a convenience termination, and Seller shall have no claim for lost profits, consequential or special damages or any other costs or damages beyond the termination claim allowed under the Termination for Convenience provision below. (b) Convenience - Buyer, by written notice, may terminate this order in whole or in part at any time whenever it shall determine that such termination is in its best interests. Upon receipt of such notice, Seller shall stop work to the extent that the order has been terminated. Within six (6) months of receipt of a notice of termination under this subparagraph, Seller shall submit its claim, if any for the cost of performing the work to the date of termination and for the costs of terminating the work. Buyer shall pay for the production acceptably completed prior to the termination date at the contract price. Buyer and Seller shall agree on other amounts to be paid Seller for work performed and costs occasioned by the termination. Nothing in this clause shall obligate buyer to pay more than the total order price, as reduced by payments made prior to the termination.

8. Compliance with Executive Order 11246, Other Laws and Regulations

"Contractor/subcontractor hereby agrees to comply with Executive Order 11246, as amended, in its implementing regulations, including equal opportunity clause set forth in Section 202 of the order and 60.1.4(a) of the regulations of the Secretary of Labor, Title 41 CFR, Chapter 60, Parts 1-0, which are incorporated in this contract/subcontract by reference. In addition, the contract/subcontract incorporates by reference the affirmative action clauses of the Rehabilitation Act of 1973 at 41 CFR 60-741, and the Vietnam Era Readjustment Act of 1974, at 41 CFR 60-2504."

9. Indemnification

Seller agrees to protect, defend, hold harmless and indemnify Buyer from and against any and all claims, actions, liabilities, losses, costs and expenses arising out of any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss by whomsoever suffered, resulting or claimed to have resulted in whole or part from any actual or alleged defect in ay merchandise purchased hereunder, whether latent or patent, including actual or alleged improper construction or design of said merchandise or with any express or implied warranties of Seller, or arising out of any actual or alleged violation by such merchandise, or its manufacture, possession, use or sale, or any law, statute, or ordinance or any governmental administrative order, rule or regulation. This agreement by Seller shall not be affected or limited in any way by Buyer’s extension of express or implied warranties to its customers, except to the extent that any such Buyer’s warranties expressly extend beyond the scope of Seller's warranties, expressor implied, to Buyer. Seller agrees to obtain and maintain, at its expense, a policy or policies of products and contractual liability insurance.

10. General

(a) Neither this order nor any monies due or to become due thereunder may be assigned by Seller without the written consent of Buyer. (b) Failure by Buyer at any time and from time to time to enforce any term or condition of this order shall not be deemed to be a waiver thereof on the same or on subsequent occasions nor a waiver of any other term or condition hereof. (c) This agreement shall impose liability on the Seller to the extent permitted by applicable law and to the fullest extent permitted thereby. Any provision hereof prohibited by such law shall be deemed to be void without effecting the rest of the agreement. (d) The receipt by Buyer of any quotation form, sales confirmation or acknowledgment, or any other proposal shall not in the absence of a written acknowledgment by Buyer expressly agreeing to same, have the effect of changing in any manner or adding to the terms and conditions hereof. This offer hereby expressly limits acceptance by the Seller to the terms and conditions hereof. Notice of objection to different or additional terms or condition is hereby given.

11. Passage of Title, Risk of Loss

Payment of freight charges will not determine passage of title. Seller's delivery obligation will not be deemed complete, nor will title pass to buyer until buyer has inspected at the buyer's dock the merchandise shipped under the contract and the buyer has accepted the merchandise as being in conformity with all representations made by seller when it was ordered. Acceptance of the goods will not operate as a waiver of any of the buyer's rights under this Purchase Document at law, in equity or otherwise.

12. Delivery Terms

The Delivery Terms specified in this contract are strictly governed by "INCOTERMS 2020®", unless expressly stated otherwise. If delivery terms specified in the purchase contract are FCA Seller's Facility, Seller will ship via the method, carrier, and/or route specified in the instructions provided by the Buyer. The bill of lading must indicate Spartech's release number.

13. Harmonized Code Number, Country of Origin, & USMCA

Seller will provide the Buyer with the Harmonized Code number and country of origin for each product specified in the Purchase document. If product supplied by Seller qualifies for the North American Free Trade Agreement (NAFTA) as amended by The U.S. – Mexico – Canada Agreement (USMCA), Seller will provide the Buyer with an annual USMCA compliant Certificate of Origin. The annual USMCA Certificate of Origin must be in possession of Buyer no later than December 15th of each year. If changes are made which disqualify product from USMCA qualification during the calendar year indicated in the USMCA certificate of origin, the Seller must immediately provide written notification to buyer. Seller hereby indemnifies buyer against all costs and duty arising from misrepresentation or false declaration(s) in Seller's USMCA certificate of origin.

14. Applicable Law

The law of the state of Missouri shall govern the interpretation and construction of this contract without regard to the principles of conflicts of law. All litigation concerning this contract shall occur only in the state and federal courts of Eastern Missouri, and each party consents to exclusive jurisdiction in such courts.

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Spartech, LLC
11650 Lakeside Crossing Court
Maryland Heights, MO 63146 USA

 Customer Service: (800) 677-4338
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