AXIALL CORPORATION & ROYAL GROUP INC
PURCHASING TERMS AND CONDITIONS
1. PARTIES: The entity selling goods and services (“Goods”)
evidenced hereby is referred to herein as Seller; the Buyer of any of Seller’s
Goods is referred to herein as Buyer.
2. PRICE: If price is not stated in this purchase order,
the price will be Seller’s lowest prevailing market price. Unless otherwise
indicated on a written quotation accepted by the Buyer, prices are based on
delivery D.D.P. at the plant of Buyer and include expenses attributable to
storage, packaging, loading and shipping the Goods purchased hereunder.
3. TAXES: Any taxes which Seller may be required to pay or
collect, upon or with respect to the manufacture, sale, purchase, delivery,
storage, use or consumption of the Goods or any material relating thereto,
including taxes upon or measured by the receipts from the sale thereof, or the
value of Goods manufactured by the Seller, shall be disclosed separately on
Seller’s invoice to Buyer. Seller is responsible for and will remit all sales,
use, and similar taxes.
4. TERMINATION: Buyer reserves the right to cancel all or any
part of this order which has not actually been shipped by Seller, in the event
Buyer's business is interrupted because of strikes, labor disturbances,
lockout, riot, fire, act of God or the public enemy, or any other cause,
whether like or unlike the foregoing, if beyond the reasonable efforts of the
Buyer to control.
5. IMPORTS: If any of the Goods are imported into any other
country, Seller will be responsible for all legal, regulatory and
administrative requirements associated with any importation and the payment of
all associated duties, taxes and fees. This contract shall be subject to
INCOTERMS 2000 if the goods are being imported.
6. DELIVERY: The obligation of Seller to meet the delivery
dates, specifications and quantities, as set forth herein, is of the essence of
this order, and Buyer may cancel this order and Seller shall be responsible for
any loss to or claim against Buyer arising out of Seller's failure to meet the
7. WARRANTIES: Seller expressly covenants that all goods and
services supplied will conform to Buyer's order, will be merchantable, fit and
sufficient for the particular purpose intended and free from defects, liens and
patent infringements and that they comply with all applicable laws, rules, and
regulations. Seller agrees to protect and hold harmless Buyer from any loss or
claim arising out of the failure of Seller to comply with the above, and Buyer
may inspect and reject nonconforming goods and may, at Buyer's option either
return such rejected goods at Seller's expense, or hold them pending Seller's
reasonable instructions. Goods shall conform to the applicable standards of UL,
CSA, and ASTM or any other standards entity required or specified by Buyer.
Buyer may return non-conforming Goods to Seller at Seller’s cost. Payment will
not constitute an acceptance of the Goods nor impair Buyer’s right to inspect
the Goods or invoke any of its remedies.
INDEMNITY: Seller warrants that it has the right to use any patent, trademark,
industrial design, copyright and all other rights to any Goods provided to
Buyer and that the Goods do not infringe any patent, trademark, copyright or
other intellectual property right of a third party. Seller agrees to hold Buyer
harmless from and indemnify Buyer against any loss by way of infringement.
9. REMEDIES: The remedies herein reserved shall be
cumulative, and additional to any other or further remedies provided in law or
equity. No waiver of a breach of any provision of this order shall constitute a
waiver of any other breach of such provisions. To the extent permitted by the
law governing this order in no event will Buyer (including Buyer’s parent,
subsidiaries or other related legal entities) be liable for any lost revenues,
lost profits, incidental, indirect, consequential, special or punitive damages.
waiver of any term, condition or right hereunder shall not waive any subsequent
breach with respect to such term, condition or right.
11. ASSIGNMENT: Seller will not assign its rights nor
subcontract its duties without Buyer’s prior written consent. Any unauthorized
assignment is void. Any unauthorized subcontracting of Seller's duties and
obligations that are owed to Buyer, including Seller subcontracting out the
manufacturing or processing of the Goods that Seller is supposed to supply
Buyer, shall give Buyer the right to immediately terminate this Order and any
purchase agreement or supply agreement that exists between Buyer and Seller.
OF INFORMATION: All exchanges of information between the parties pursuant to this
purchase order will be considered non-confidential, unless the parties have
entered into a separate written confidentiality agreement. For any business
personal information relating to Seller’s employees or other legal entities
that Seller provides to Buyer, Seller will obtain the informed agreement of
such employees and other legal entities to release the information to Buyer and
allow Buyer to use such information in connection with this order.
13. GOVERNMENT REGULATIONS:
(1) Seller's and Buyer's
obligations hereunder shall be subject to all applicable governmental laws,
rules, regulations, executive orders, priorities, ordinances and restrictions
now or hereafter in force, including but not limited to (a) the Fair Labor
Standards Act of 1938, as amended; (b) Title VII of the Civil Rights Act of
1964, as amended; (c) the Age Discrimination in Employment Act of 1967; (d)
Section 503 of the Rehabilitation Act of 1973; (e) Executive Order 11246; (f)
the Vietnam Era Veterans Readjustment Assistance Act of 1974; (g) and the
rules, regulations and orders pertaining to the above; (h) 41 C.F.R.
60-250.5(a), Affirmative Action Obligations of Contractors and Subcontractors
for Disabled Veterans and Veterans of the Vietnam Era (November 1998); 41
C.F.R. 60-741.5(a), (i) Affirmative Action and Nondiscrimination Obligations of
Contractors and Subcontractors Regarding Individuals with Disabilities Act (May
1996); and (j) 29 C.F.R. Part 470, Obligations of Federal Contractors and
Subcontractors; Notice of Employee Rights Concerning
Payment of Union Dues or Fees (March 2004)
Seller further agrees to execute such certifications of its compliance with the
foregoing as Buyer may reasonably request from time to time in order to comply
with any applicable governmental requirements.
(2) Where applicable, Seller
agrees that (a) the Equal Opportunity Clause; (b) the Certification of Nonsegregated
Facilities required by Paragraph (7) of Executive Order 11246; (c) the
Utilization of Minority Business Enterprises and the Minority Business
Enterprises Subcontracting Program Clauses; (d) the Affirmative Action for
Handicapped Worker's Clause, and (e) the Affirmative Action for Disabled
Veterans and Veterans of the Vietnam Era Clause are, by this reference,
incorporated herein and made a part hereof.
applicable, Seller agrees (a) to file annually a complete, timely and accurate report
on Standard Form 100 (EEO-1) and (b) to develop and maintain for each of its
establishments a written affirmative action compliance program which fulfills
the requirements of 41 C.F.R. 60-1.40 and Revised Order No. 4 (41 C.F.R. 60-2.1
14. APPLICABLE LAW: All aspects of any sale of Goods by Seller to Buyer shall be
governed by and construed in accordance with the laws of the Province of
Ontario if the Buyer is located in Canada or the laws of the State of Georgia
if the Buyer is located anywhere else. Buyer and Seller irrevocably attorns to
the exclusive jurisdiction of the courts of such state or province without
giving effect to any principles of conflicts of laws. If any provision or
provisions hereof are void or are declared to be void, such provision or
provisions shall be deemed and hereby are severed from this document which
shall otherwise remain in full force and effect. Seller shall comply with all
applicable state or provincial, federal and local laws, rules and regulations.
Any dispute, claim or controversy arising out of or related to this contract,
including the breach, termination or validity thereof, shall be finally
resolved by arbitration in accordance with the International Institute for
Conflict Prevention and Resolution Rules for Non- Administered Arbitration if
Seller is a non-US entity, otherwise the CPR Rules for Non- Administered
Arbitration then currently in effect, by a sole arbitrator if the amount in
controversy is less than US$1 million or by three arbitrators if the amount in
controversy is US$ 1 million or more, of whom each party shall appoint one
arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9
U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s)
may be entered by any court having jurisdiction thereof. All proceedings shall
be conducted in the English language. The place of the arbitration shall be
Atlanta, Georgia. Judgment upon the award rendered by the arbitrators shall be
in United States Dollars.
15. ACCEPTANCE: Any different or additional terms or conditions
in Seller's acknowledgment of this order are rejected and not binding. Unless a
prior, signed agreement between the parties exists, this purchase order
constitutes the entire agreement between the parties. There are no
understandings, representations or warranties of any kind, express or implied,
not expressly set forth herein. This agreement may not be modified, amended, or
supplemented except by a written document signed by the duly authorized officer
or representative of the party against whom the amendment, modification, or
supplemental term is
asserted. Commencement of performance hereunder
or shipment of items ordered hereby shall be deemed an unqualified acceptance
of the provisions of this original order.
16. GENERAL: Any reproduction of this Agreement by reliable
means will be considered an original of this Agreement. The United Nations
Convention on Contracts for the International Sale of Goods is expressly
excluded. The parties expressly waive any right to a jury trial regarding
disputes related to this Agreement. The following statement is translated in
English to “At the express request of the parties, this Agreement has been
prepared in the English language” and is applicable only if either or both of
Buyer or Seller is located in Canada. “A la demande des parties aux présentes,
cette convention a été préparée dans la langue anglaise”.
17. RESPONSIBLECARE: If a United States’ entity, Seller covenants
that it has implemented the American Chemistry Council’s Responsible Care®
Corporation maintains a toll free number where legal and ethical concerns may
be reported confidentially. That number is 1-877-692-5929.
ROYAL GROUP, INC. TERMS AND
CONDITIONS OF SALE
THESE TERMS AND CONDITIONS APPLY
TO THE SALE OF ANY PRODUCTS BY ROYAL GROUP, INC. OR ANY OF ITS SUBSIDIARIES OR
AFFILIATED COMPANIES (COLLECTIVELY, “SELLER”).
ALL ORDERS ARE ACCEPTED AND ALL
SALES ARE EXPRESSLY MADE CONDITIONAL ON PURCHASER’S AGREEMENT TO THESE TERMS
AND CONDITIONS NOTWITHSTANDING ANY PURCHASE ORDERS OR OFFERS CONTAINING
DIFFERENT OR ADDITIONAL PROVISIONS. PURCHASER’S ACCEPTANCE OF GOODS CONSTITUTES
ACCEPTANCE OF THESE TERMS AND CONDITIONS AND ALSO PURCHASER’S AGREEMENT THAT
THEY CONTROL OVER ANY TERMS, CORRESPONDENCE OR FORMS SUPPLIED BY PURCHASER AT
cannot be cancelled by Purchaser without Seller’s written consent and are
subject to change or price adjustment based on fluctuations in material price
and availability. These Terms and Conditions are a final, complete and
exclusive statement of the parties’ agreement. No statements or changes of any
kind or any conflicting terms or conditions in any writing by Purchaser to
Seller are binding on Seller unless specifically agreed to in writing by
Seller. Prior statements, representations, and agreements not incorporated are
excluded and superseded hereby. No course of prior dealings between Seller and
Purchaser and no usage of trade shall be used to supplement any term in this
agreement. Acceptance or acquiescence in a course of performance shall not be
relevant to alter the meaning of this agreement.
MODIFICATIONS MUST BE IN WRITING.
These Terms and Conditions shall not be modified or rescinded by
agreement or conduct or waived unless specifically agreed to in writing by
Seller. The amount of any present or future sales, use, excise, or similar
taxes, applicable to the ordered goods shall be added to Seller’s price and
paid by the Purchaser, unless the Purchaser timely provides Seller with a tax
exemption certificate applicable to Seller.
shall not be liable for any penalty or damages, liquidated or otherwise for any
shipment delays. Unless otherwise stated by Seller, goods are shipped F.O.B.
shipping point only; and all loss, damage and delay in transit are at the risk
of the Purchaser. Unless otherwise stated by Seller, when goods have been
delivered to a carrier, risk of loss passes to Purchaser and Seller’s
responsibility for delivery ends. Shipments should be examined carefully before
being accepted from the carrier. Seller assumes no responsibility for damage
after having received “in good order” receipts from a carrier at shipping
point. Claims for shortages or non- conforming shipments must be made in
writing and sent to Seller immediately upon Purchaser’s receipt of the shipment
(i.e., within 24 hours of Purchaser’s receipt of the Shipment). Failure to give
such notice shall be deemed unqualified acceptance of the Shipment, and a
waiver by Purchaser of any claim with respect to the Shipment.
TITLE TO GOODS. Purchaser
acknowledges and agrees that until payment of the amount shown on Seller’s
invoice is received by Seller, title to the goods covered by that invoice shall
remain with Seller, whether or not the goods are in the Seller’s possession and
whether or not they have been fabricated or used by the Purchaser. Until such
payment has been made in full, Seller shall have the right to at any time
without notice to enter the premises where the goods are situated and take
possession of the same in the event that Purchaser’s payment obligation for
those goods has become past-due, and the Purchaser agrees to defend, indemnify
and save Seller harmless from any and all costs, expenses and damages
(including legal fees) arising out of any claim asserted against the Seller as
a consequence to the Seller’s exercise of such right.
Purchaser agrees to keep the goods fully insured against loss, theft,
destruction and damage (including where the same occurs while the goods are in
the possession of the carrier that is transporting the goods or in the
possession of a third-party warehouse) occurring at any point after Purchaser
or Purchaser’s carrier or other representative takes possession of the goods,
which insurance shall be placed with insurance companies for the benefit of the
Seller and the proceeds of any such insurance shall, at the option of the
Seller, be applied to the payment due or becoming due at the time of such
payment or applied toward the replacement of the goods and if the goods shall
be replaced, then, and in such event the terms, provisions and conditions of
this agreement shall apply to such replaced products with the same force and
effect as if such replacement products had originally been the subject of this
Purchaser defaults in paying by the specified due date any of the payments
provided for in any invoice issued by Seller, or if a proceeding in bankruptcy,
receivership or insolvency shall be instituted or filed by or against the
Purchaser as a debtor, bankrupt, defendant or insolvent or if the Purchaser
shall enter into any arrangement or agreement with its creditors, the full
amount of the purchase price then remaining unpaid shall, at the option of the
Seller be immediately due and payable, anything to the contrary in any other
document or agreement notwithstanding, it being expressly agreed that the title
in the goods shall vest in the Purchaser only on the payment of the full
purchase price and on the compliance by the Purchaser with Purchaser’s
obligations under these terms and conditions.
Purchaser has been first obtained Seller’s consent to accept goods for return
or credit, Seller will not be required to accept returned goods from Purchaser.
Risk of loss for returned goods will remain with Purchaser and Purchaser shall
reimburse Seller for any cost Seller incurs in connection with the shipment and
return of the goods. Goods fabricated to order (i.e., “custom goods”) are not
returnable under any circumstances except as part of a remedy pre-approved by
Seller for a legitimate warranty claim.
NON-PAYMENT/ ENFORCEMENT. Interest
at the maximum legal rate not exceeding 18% per year shall be charged on
overdue accounts at a rate of 1.5% per month. If an invoice is not paid when
due, or it becomes necessary for Seller to enforce these terms and conditions,
Purchaser agrees to pay all costs of collection, or enforcement or both,
including attorney’s fees, whether incurred in or out of court, or appeal, in
arbitration, in a bankruptcy proceeding, or in any insolvency proceedings.
PENALTY CLAUSES. Seller
assumes no liability arising from penalty or liquidated damage clauses of any
kind, written or implied.
SELLER WARRANTS THAT IT HAS GOOD
TITLE TO THE GOODS SOLD BY IT AND THAT THE GOODS CONFORM TO ANY WRITTEN
SPECIFICATIONS OR DESCRIPTIONS ISSUED BY SELLER FOR THOSE GOODS, OR AGREED UPON
IN WRITING BETWEEN SELLER AND BUYER.
SELLER’S ENTIRE LIABILITY TO
PURCHASER IS LIMITED TO THE PURCHASE PRICE OF THE GOODS IN RESPECT OF WHICH A
CLAIM IS MADE AND COSTS OF TRANSPORT.
IF GOODS SOLD TO PURCHASER FAIL
TO CONFORM TO THIS LIMITED WARRANTY, PURCHASER MUST GIVE SELLER WRITTEN NOTICE
OF SUCH NONCONFORMANCE (A)WITHIN 30 DAYS OF THE TIME WHEN THE DEFECT WAS OR
SHOULD HAVE BEEN DISCOVERED, BUT (B) NOT LATER THAN SIXTY DAYS AFTER THE
RECEIPT OF THE GOODS IN ANY EVENT, OR PURCHASER WAIVES ANY WARRANTY CLAIM OR
OTHER CLAIM WITH RESPECT TO THE GOODS.
SELLER’S ENTIRE LIABILITY (AND
PURCHASER’S ENTIRE REMEDY) ON ANY CLAIM ARISING OUT OF THE SALE OF THE GOODS OR
ITS REPLACEMENT OF DEFECTIVE GOODS, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL BE LIMITED TO
THE PURCHASE PRICE OF THE GOODS THAT ARE PROVEN DEFECTIVE AND COSTS OF
TRANSPORT. THIS WARRANTY DOES NOT EXTEND TO, AND IS VOIDED BY, GOODS DAMAGED OR
FAILED BECAUSE OF, OR BY USE WITH, MATERIALS OR SUPPLIES OR METHODS NOT
APPROVED BY SELLER OR OTHER APPLICABLE INSTALLATION STANDARDS OR CODES; OR
BECAUSE OF MISUSE; ABUSE; ACCIDENT DAMAGE IN TRANSIT; IMPROPER HANDLING OR
INSTALLATION NOT IN ACCORDANCE WITH RECOMMENDED PRACTICES OR CODES; OR RESULTING
CONSEQUENCES. MOLD, WELD OR FUSION LINES ARE NOT DEFECTS OR NON-CONFORMITIES.
PURCHASER AGREES THAT NEITHER
SELLER NOR SELLER’S OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS,
DISTRIBUTORS OR REPRESENTATIVES SHALL UNDER ANY CIRCUMSTANCES BE LIABLE (A) FOR
ANY OTHER DAMAGES, DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL,
WHETHER RESULTING FROM SELLER’S NEGLIGENCE OR OTHERWISE, RESULTING FROM OR IN
CONNECTION WITH THE GOODS SOLD TO PURCHASER, NOR (B) FOR ANY CLAIMS, ACTIONS,
SUITS AND PROCEEDINGS WHICH MAY BE INSTITUTED IN RESPECT TO THE FOREGOING,
INCLUDING CLAIMS, ACTIONS, SUITS AND PROCEEDINGS MADE BY SUBSEQUENT OWNERS AND
USERS OF THE GOODS, NOR FOR STRICT LIABILITY OR OTHER TORT, NOR (C) FOR LOST
REVENUES OR EARNINGS, LOST PROFITS, LOST OPPORTUNITIES, COSTS OR DELAYS, LOST
GOOD WILL OR REPUTATION, OR PUNITIVE OR EXEMPLARY DAMAGES. IF IT IS FOUND THAT
THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SELLER’S LIABILITY SHALL
NONETHELESS BE LIMITED TO A REFUND OF THE PURCHASE PRICE PAID, AND TRANSPORTATION
COSTS. THE EXCLUSION OF CONSEQUENTIAL DAMAGES SHALL BE DEEMED INDEPENDENT OF,
AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SELLER SHALL HAVE THE RIGHT TO
MODIFY AT ANY TIME THE DESIGN OF PRODUCTS OR MATERIALS USED THEREIN WITHOUT ANY
LIABILITY, EXCEPT TO THE EXTENT THAT ANY SUCH MODIFICATION WOULD BE A BREACH OF
ANY SPECIFICATIONS OR DESIGN REQUIREMENTS THAT HAVE BEEN AGREED UPON IN WRITING
BETWEEN SELLER AND PURCHASER.
SELLER RESERVES THE RIGHT TO
DISCONTINUE THE MANUFACTURE AND SELLING OF ANY PRODUCT AT ANY TIME, EXCEPT TO
THE EXTENT THAT DECISION WOULD BREACH ANY WRITTEN AGREEMENT BETWEEN SELLER AND
PURCHASER FOR SELLER TO SUPPLY PURCHASER WITH A FIXED QUANTITY OR VOLUME OF
THAT PRODUCT, AND SELLER HAS NOT YET SATISFIED THAT QUANTITY OR VOLUME.
EXCLUSIONS OF WARRANTY AND
LIMITATION OF LIABILITY AND REMEDIES. SELLER MAKES NO WARRANTY
OTHER THAN THE LIMITED WARRANTY GIVEN ABOVE, WHICH IS THE SOLE AND EXCLUSIVE
WARRANTY GIVEN BY SELLER. THIS LIMITED WARRANTY AND REMEDY IS EXPRESSLY IN LIEU
OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY STATUTORY
WARRANTIES, AND EXCLUDES ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. PURCHASER’S PURCHASE OF THE GOODS IS IRREVOCABLE PURCHASER
HAS DECIDED THAT THE STANDARD OF THE GOODS IS FIT FOR PURCHASER’S PURPOSE.
PURCHASER IS SOLELY RESPONSIBLE
FOR DETERMINING THE SUITABILITY FOR USE OR APPLICATION OF ANY GOODS, INCLUDING
COMPONENTS THEREOF, OR WHETHER SUCH GOODS MEET REQUIREMENTS OF APPLICABLE
BUILDING CODES OR SAFETY CODES FOR SPECIFIC APPLICATIONS.
THE WARRANTIES OF SELLER ARE NOT
TRANSFERRABLE TO ANY SUBSEQUENT OWNER OF THE GOODS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO
THAT THE ABOVE MAY NOT APPLY TO YOU.
CONDITIONS OF RESALE/SUBSEQUENT
PURCHASERS. These Terms and Conditions shall be binding upon all subsequent
owners and users of the goods. Goods are sold subject to the condition that
they shall not be resold or otherwise conveyed without similar conditions,
including that these conditions be imposed on the subsequent purchaser/ user or
CREDIT INQUIRIES. Purchaser
authorize Seller to make inquiries and to receive information about Purchaser’s
credit experience from others, to enter this information in Purchaser’s file.
POWER OF ATTORNEY. Purchaser
hereby irrevocably authorizes and empowers any attorney of any court of record
to appear for and confess judgement and therein against the Purchaser, or any
of them, for the amount for which the Purchaser may be or become liable to
Seller under these Terms and Conditions as evidenced by an affidavit signed by
a representative of the Seller setting forth the amount then due, plus 15%
thereof, but no less than $500.00, as an attorney’s commission, with costs of
suit, release of errors, and without right of appeal. If a copy hereof,
verified by an affidavit, shall have been filed in said proceeding, it shall
not be necessary to file the original as a warrant of attorney. Purchaser
waives the right to any stay of execution and the benefit of all exemption laws
now or hereafter in effect. No single exercise of the forgoing warrant and
power to confess judgement shall be deemed to exhaust the power, whether or not
any such exercise shall be held by any court to be invalid, voidable, or void,
but the power shall continue undiminished and may be exercised from time to
time as often as Seller shall elect, until all sums payable or that may become
payable by Purchaser have been paid in full.
NO ASSIGNMENT. These
terms and conditions are not assignable by Purchaser but shall be binding upon
and inure to the benefit of the parties hereto and their respective successors.
section headings used herein are for convenience of reference only and do not
form a part of these terms and conditions, and no construction or inference
shall be derived therefrom.
FORCE MAJEURE. Seller shall not be responsible
for any loss or damage of any kind or nature whatsoever, direct or indirect,
suffered by Purchaser, subsequent purchasers, ultimate users of goods, or any
other person, as a result of any factors beyond its control, including (without
limitation) Purchaser’s acts or omissions, labor shortages, strikes, lock-outs,
work slowdowns, accidents, fire, floods, earthquakes, severe weather, serious
accidents, epidemics, quarantines, wars, breakdowns, delays in manufacture,
transportation or delivery of goods or materials purchased by Seller,
unavailability, inadequacy or shortages of material or services, acts of God,
embargoes, wars, insurrections or riots, terrorism, acts of civil or military
authorities, civil commotion, or governmental or regulatory or licensing action
or changes, or any other circumstances beyond Seller’s reasonable control.
of part of any of these Terms and Conditions shall not invalidate the remainder
and the Purchaser and Seller agree to amend these Terms and Conditions to
substitute for the provision at issue a valid, legal and enforceable provision
as similar as possible to the provision at issue and to otherwise give effect
to the provision at issue as much as possible.
following statement is translated in English to “At the express request of the
parties, this agreement has been prepared in the English language” and is
applicable only if either or both of Purchaser or Seller are located in Canada.
“A la demande des parties aux présentes, cette convention a été préparée dans
la langue anglaise”.
CHOICE OF LAW AND BINDING
agreement and all Terms and Conditions shall be construed and governed by the
laws of the State (if Seller is located in the United States of America) or
Province (if Seller is located in Canada) in which Seller’s head office is located.
The United Nations Convention on Contracts for the International Sale of Goods
does not apply. Except as provided under the NON-PAYMENT / ENFORCEMENT and
POWER OF ATTORNEY sections herein, any claim, dispute or controversy
(whether in contract or tort, pursuant to statute or regulation, or otherwise
and whether pre-existing, present or future) arising out of or relating to:
these terms and conditions; a good or service; oral or written statements, or
advertisements or promotions relating to these terms and conditions or to a
good or service; or the relationships which result from these terms and
conditions (including relationships with third parties who are not signatories
to this agreement) (each, a “Claim”), will be referred to and determined by binding
arbitration (to the exclusion of the courts). By so agreeing, you waive any
right you may have to commence or participate in any class action against us
related to any Claim and, where
applicable, you hereby agree to
opt out of any class proceeding against us otherwise commenced. By so agreeing,
you further expressly waive any right to a jury trial regarding disputes
related to this agreement or to any Claim. Arbitration shall occur in the city
in which Seller’s head office is located by one arbitrator under the rules of
the American Arbitration Association; and judgment may be rendered upon the
award made by a court of the city in which Seller’s head office is located, or
a court of competent jurisdiction.
ALERT LINE: Axiall Corporation maintains a toll
free number where legal and ethical concerns may be reported confidentially.
That number is 1-877-692-5929.
We’d love to make your experience as personalized as possible.