GEON® Performance Solutions Terms and Conditions of Purchase
Supplies & Services (Non‐Raw Materials)

  1. PACKAGING: Seller at its cost and expense shall package materials in a manner to ensure receipt in good condition. The Purchase Order Number must appear on all packages, boxes and cartons.
  2. INVOICING: Freight Bills, Bill of Lading, Invoices and Packing Slips must show our Purchase Order Number. 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 REGULATIONS AND ORDERS OF THE ADMINISTRATOR OF THE WAGE AND HOUR DIVISION ISSUED UNDER SECTION 14 THEREOF.” Transportation Charges on all Invoices must be supported by copies of paid transportation bills. DO NOT INSURE PARCEL POST SHIPMENTS OR DECLARE EXCESS VALUATION ON EXPRESS SHIPMENTS FOR OUR ACCOUNT.
  3. WARRANTIES: Seller expressly warrants good title to all goods ordered hereunder. Seller warrants that: i)all goods and/or work, ordered hereunder will be merchantable and fit and sufficient for the purpose ordered; ii)all goods and/or work 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 iii)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 amended from time to time including all regulations issued there under and shall comply with all requirements of all applicable health and /or safety statutes of federal, state or local jurisdiction in the delivery location for the goods and services. All warranties shall run to Buyer, its successors, assigns and customers and to the users of its products, 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 to not contain any chemicals included in Schedule 1, Schedule 2, or Schedule 3 of the Chemical Weapons Convention and Chemical Weapons Convention Regulations. Seller warrants that the goods, as shipped by Seller, do not infringe the intellectual property or violate the trade secret rights of any third party in the country of delivery.
  4. FORCE MAJEURE: Except with respect to a default by Seller’s agents and subcontractors, Seller shall not be liable for any delay and/or failure of performance if the failure to perform arises out of causes beyond the control of, and without the fault or negligence of Seller. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government and either its sovereign or contractual capacity, fires, floods, epidemics, quarantines restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the reasonable control and without the fault or negligence of Seller. If the failure to perform is caused by the default of an agent or subcontractor, and if such default arises out causes beyond the reasonable control of both the Seller and/or the agent/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 or agent were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule.
  5. INFRINGEMENT: Seller shall indemnify and hold harmless the Buyer and Buyer’s customers from all 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 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 cost or expense to Buyer or Buyer’s customers, provided only that Seller is notified promptly 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 of the work. If this order call 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 shall 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 and/or Buyer’s customers from all loss and expense for any damage to property or injury to or death of persons caused by Seller or its agents/subcontractors in the performance of this order.
  7. TERMINATION:
    • Default-­‐ If Seller defaults in performance of this order, or fails to make progress so as to endanger timely performance, or becomes insolvent, or makes an assignment or a material portion of its assets for the benefit of its creditors; or is the subject of bankruptcy/insolvency proceedings/schemes, Buyer may, by written notice, terminate this order for default. Thereafter, Seller shall be responsible for Buyer’s costs in securing other performance of the terminated work, the costs to cover, and such other direct 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 tooling 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 termination for convenience, 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 Terminator for Convenience provision below.
    • 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 direct out-­‐of-­‐pocket costs of terminating the work, Buyer shall pay for 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 undertakes 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-­‐741.4, and the Vietnam Era Readjustment Act of 1974, at 41 CFR 60-­‐2504.
  9. INDEMNIFICATION: Seller undertakes 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 (including Seller’s and Seller’s contractors’ and agents’ employees), damage to any property, or any other damage or loss by whomsoever suffered, resulting or claimed to have resulted in whole or in part from any actual or alleged defect in any merchandise or services purchased hereunder, whether latent or patent including actual or alleged improper construction or design of said merchandise or the failure of said merchandise or services to comply with specifications or with any express or implied warranties of Seller, or arising out of any actual or alleged violation by such services or such merchandise, or it manufacture, possession, use or sale, or any law, statute or ordinance or any governmental administrative order, rule or regulation. Buyer’s extension of express or implied warranties to its customer, except to the extent that any such Buyer’s warranties expressly extend beyond the scope of Seller’s warranties, express or implied, to Buyer, shall not be affected or limited in any way by this Agreement. Seller shall obtain and maintain, at its expense, a policy or policies of products and contractual liability insurance subject to deductibles and self-­‐insured retainages applicable to all Seller’s other businesses.
  10. GENERAL:
    • Neither this order nor any moneys due or to become due there under may be assigned by Seller without the written consent of Buyer.
    • Failure by Buyer at any time and from time to time to enforce any term or conditions of this order shall not operate as a waiver thereof on the same or on subsequent occasions nor a waiver of any other term or condition hereof.
    • This agreement shall impose liability on the Seller only 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 affecting the rest of the agreement.
    • 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 and acceptance 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 or INCOTERMS applicable to shipments 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 or the services provided, as applicable, and the Buyer has accepted the merchandise or services as conforming will all representations made by Seller when 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. Risk of loss as to all goods will pass to Buyer at Buyer’s dock, unless the goods for a part of a contract for goods and services, in which event risk of loss as to the goods will pass to Buyer at the time Seller completes, and Buyer accepts such services.
  12. DELIVERY TERMS: The Delivery Terms specified in this contract are strictly governed by “INCOTERMS 2010”, unless expressly stated otherwise. If delivery terms specified in the purchase contract are FCA and/or CPT 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 GEON’S release number.
  13. HARMONIZED CODE NUMBER, COUNTRY OF ORIGIN, & NAFTA: 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), Seller will provide the Buyer with an annual NAFTA Blanket Certificate of Origin. The annual blanket NAFTA Certificate of Origin must be in the possession of the Buyer no later than December 15th of each year. If changes are made with disqualify product from NAFTA qualification during the calendar year indicated in the NAFTA blanket 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 NAFTA certificate of origin.Buyer shall have a right to any duty drawbacks available on goods imported, sold to Buyer by Seller and subsequently exported by Buyer incorporated into goods manufactured by Buyer using the same. Seller will co-­‐operate with Buyer in all respects in efforts by Buyer to claim the same, including providing documentation and executed those drawback documents reasonably required to effect drawback.
  14. OTHER DOCUMENTS. In the event that Seller and Buyer shall have entered into a separate written agreement signed by both Seller and Buyer respecting the purchase and sale of the Supplies and Services, then the provisions of such separate written agreement shall control and the stated terms and conditions contained in this document (GEON, Terms and Conditions of Purchase, Supplies & Services, (Non-­‐Raw Materials)) shall not apply.
  15. SUPPLIER CODE OF CONDUCT. To ensure a mutually beneficial and productive relationship, GEON asks all suppliers to adhere to our safety procedures and security policies within manufacturing plants; distribution centers; sales; regional; or corporate offices.

Further, we expect our suppliers will:

  • Conduct all commercial negotiations in a responsible, ethical and lawful manner.
  • Treat all transactions and dealings with GEON as confidential and proprietary. Outside communications about GEON require prior written consent.
  • Provide value-­‐added services by sharing engineering, technical and product information with GEON associates for the purpose of making process and productivity improvements; developing project scopes and equipment specifications; and demonstrating best business practices.
  • Inform GEON of financial, economic, supply changes, government regulations or other material conditions that could affect ongoing operations or operating decisions.
  • Provide all proposals in writing and direct a copy of business correspondence to the appropriate sourcing and procurement professionals.
  • Refrain from offering GEON employees money, loans, credits, prejudicial discounts, gifts, products or services for their personal use or benefit. Meals and entertainment for the purposes of developing business relationships must be within reasonable, customary, and lawful business practices in the country or industry. Suppliers are expected to comply with all applicable import and export controls, as well as all trade compliance and antitrust laws.
  • Avoid conflicts of interests that involve business dealings with family members and close personal friends at GEON.

GEON® Performance Solutions Terms and Conditions of Sale
Supplies & Services (Non‐Raw Materials)

  1. ACCEPTANCE: The product description, quantity, price and payment terms identified on Seller’s order confirmation and these Terms and Conditions (“Terms”) govern all sales by Seller and are the exclusive terms and conditions of sale, except as modified by a written agreement signed by the parties. All offers by Seller to sell Product are expressly conditioned on Buyer’s acceptance of these Terms. Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. In the event of any claimed conflict between these Terms and any other document not signed by Seller, these Terms shall control.
  2. EXCLUSIVE LIMITED WARRANTY: Seller warrants good and clear title in goods subject to the sale (“Product”) and that the Product conforms at the time of shipment to a Certificate of Analysis or a Certificate of Compliance, if either such document exists, and other specifications signed by Seller (“Specifications”). Seller has based any recommendations to Buyer 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. No warranty is made or given on any Products for which Buyer has not paid Seller in full when due. These warranties extend only to Buyer. Seller makes no representation or warranty of any kind with respect to the product, express or implied, respecting merchantability or fitness for any particular purpose, whether used alone or in combination with any other material or in any process, and neither party has relied on any statement outside of these terms.
  3. EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: Buyer shall examine Product promptly after receipt for damage, short-weight and non-conformance with Seller’s warranties. 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’s sole and exclusive remedy for any claim shall be, at Seller’s option, a refund or credit of the purchase price paid by Buyer for the Product shown to be damaged or not in conformity with Seller’s warranties or replacement of such Product. 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 shall Seller have liability to Buyer for any incidental, consequential, indirect, exemplary, punitive or special damages.
  4. INTELLECTUAL PROPERTY INFRINGEMENT: Buyer assumes all risk of infringement of third-party intellectual property rights 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.
  5. DISCONTINUATION: Seller may discontinue any Product sold hereunder at any time, unless Buyer and Seller have otherwise agreed in writing.
  6. PAYMENT & CREDIT: Buyer shall make all payments hereunder in cash or cash equivalent at face value in the funds, within the time, and at the location indicated on Seller’s invoice. Late payments will bear interest at 1.5% per month. Buyer shall have no right of set-off. If Seller determines that Buyer’s financial responsibility has become impaired or otherwise unsatisfactory to Seller, Seller at its discretion may require advance cash payments, COD, shorter terms, and/or the posting of satisfactory security by Buyer, and may withhold shipments.
  7. 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.
  8. 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 freight, transportation, or fuel surcharges, and/or duties, tariffs, or taxes imposed upon Seller in connection with the sale/shipment of the Product after order acceptance.
  9. TAXES, FEES, AND DUTIES: Buyer will reimburse Seller for all federal, state, provincial, local or other taxes (other than income taxes), excises or charges, including environmental remedial 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. Seller reserves to itself all applicable duty drawback allowances, and Buyer shall provide assistance in connection with Seller’s application for the same.
  10. TITLE AND RISK OF LOSS; OTHER RISKS: Title and risk of loss to the Product shall pass to Buyer at Seller’s point of shipment. Buyer assumes all risks and liabilities (i) arising out of unloading, discharge, storage, handling and use of the Product, or (ii) arising out of compliance or non-compliance with federal, state, provincial, or local laws and regulations governing or controlling such activity. Seller has no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller.
  11. FORCE MAJEURE: Seller shall not be subject to any liability or damages for delay in performance or non-performance as a result of fire, flood, ice, natural catastrophe, strike, lockout, labor shortage, labor dispute or trouble, accident, riot, act of governmental authority, act of God, act of terrorism, or other contingencies and/or circumstances beyond its reasonable control interfering with the production, supply, transportation, or consumption of the Products or with the supply of any raw materials used in connection therewith, or the inability of Seller to purchase raw materials at a commercially reasonable price, or if performance would be contrary to, or constitute a violation of, any regulation, law, or requirement of a recognized government authority, and quantities so affected may be eliminated by Seller from this contract without liability or damages to Seller, but this contract shall otherwise remain unaffected. Seller may, during any period of shortage due to any cause, prorate, and allocate its supply of such materials among itself for its own consumption, its subsidiaries, affiliated companies, its accepted orders, contract customers, and its regular customers not then under contract in such a manner as may be deemed fair and reasonable by Seller. In no event shall Seller be obligated to purchase any substitute Products in the marketplace to satisfy its obligations hereunder. Buyer’s failure to pay for the Products shall not constitute a force majeure event hereunder.
  12. SHORTAGE OF PRODUCT: During periods when demand for Product exceeds Seller’s capability to supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own uses, Buyer, and other customers, in such manner as Seller deems fair and practicable. Buyer shall 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 calendar days’ written notice; and (ii) payment for all Product received to date.
  13. NOTICE OF CHANGE: Unless otherwise agreed in a writing signed by Seller, Seller may make changes to its Product and process without notice to, or approval from, Buyer so long as the Product Specifications are not impacted by the change.
  14. INDEMNITIES: Except to the extent solely attributable to the gross negligence or willful misconduct of Seller, Buyer will indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgments or other loss, including without limitation costs of investigation, litigation and reasonable attorney’s fees (“Buyer Indemnity Costs”), arising out of Buyer’s selection, use, sale or further processing of the Product or Buyer’s product made therefrom. Buyer acknowledges that Seller has furnished to Buyer Safety Data Sheets, which include warnings together with safety and health information concerning the Product and/or the containers for such Product. Buyer shall 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 shall indemnify, defend and save Seller harmless against any and all liability for Buyer Indemnity Costs arising out of or in any way connected with Buyer’s failure to disseminate such information. Buyer intends that its indemnification obligations for claims related to or brought by anyone directly or indirectly employed by Buyer or its subcontractors will not be limited by any provision of any worker’s compensation act, disability benefit act or other employee benefit act, and Buyer hereby waives immunity under such acts to the extent it would bar recovery under or prevent enforcement of Buyer’s indemnification obligations. With respect to the state of Ohio, this waiver applies to Section 35 Article II of the Ohio Constitution and Ohio Revised Code Sec. 4123.74.
  15. RE-SALE AND RE-EXPORT: Seller expressly prohibits re-sale of Product unless expressly permitted by Seller in writing. Buyer will comply with all laws and regulations respecting the export and/or re-export of Product.
  16. NO PUBLICITY: Buyer shall not use Seller’s name or trademarks in any advertisements, product descriptions, packaging materials, websites, or any other promotional materials, except with the prior written consent of Seller.
  17. ASSIGNMENT/DELEGATION/SUBCONTRACTING: Buyer may not assign rights or delegate duties hereunder except with the prior written consent of Seller, not to be unreasonably withheld. Seller may assign rights or delegate duties and/or subcontract the performance of Seller’s obligations hereunder without the consent of Buyer.
  18. INTEGRATION: These Terms, together with (i) the product description, quantity, price, and payment terms stated on Seller’s order confirmation, (ii) any credit agreement, and (iii) the Specifications, if any, constitute the complete and final agreement and understanding between Seller and Buyer relating to the Product and supersede all prior oral or written communications, agreements, understandings, representations, statements, and assurances between the parties. No statement of agreement, oral or written, made before or at the formation of the 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 the contract. No modification or addition to the 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.
  19. U.N. CONVENTION: The United Nations Convention respecting Contracts for the International Sale of Goods shall not apply to sales under these Terms.
  20. APPLICABLE LAW: The law of the State of Ohio shall apply, without regard to conflict of law principles. All litigation concerning these Terms shall occur only in the state and federal courts in the Northern District of Ohio, and each party consents to exclusive jurisdiction in such courts.
  21. TERMINATION: Seller may terminate this contract at its sole option upon 14 calendar days’ written notice to the other party.
  22. SEVERABILITY: In the event of invalidity of a provision of these Terms, the parties shall deem that provision stricken in its entirety and the balance of these Terms shall remain in full force and effect.