Terms and Conditions of the Sale of Rose Mill Co. LLC Products and Services
Rose Mill Co. LLC (“Seller” or “Rose Mill”) is engaged in the business of processing, manufacturing and distribution of minerals and mineral-based chemical products. By using Seller’s products or services, you (the “Customer”) agree to be bound by the following terms and conditions.
- Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s commencement of the services provided hereunder will constitute Buyer’s acceptance of this Agreement.
- The Buyer undertakes in respect of the Product or Service to meet any duty or obligation imposed upon it by law.
- The Buyer undertakes to accept responsibility for providing safe and sufficient facilities for the reception of the Product or Service into storage and will indemnify the Seller against any damages, claims or costs arising out of a breach of this condition.
- Buyers using their own carrier to transport goods are subject to Rose Mill’s Shipping & Receiving Policy.
- This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer’s purchase of the Products or Services. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by Seller and Buyer. Seller’s failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller.
Terms and Conditions for Rose Mill Co. LLC Issued Purchase Orders and Buying of Products and Services from Suppliers
Rose Mill Co. LLC (“BUYER” or “Rose Mill”) is engaged in the business of processing, manufacturing and distribution of minerals and mineral-based chemical products. By offering a product or service to Rose Mill, you (SELLER) agree to be bound by the following terms and conditions.
- Purchase Orders issued by Rose Mill Co. LLC and their performance shall be construed according to the laws of Rose Mill’s principal place of business. Laws of other jurisdictions, including the United Nations Convention on Contracts for the International Sale of Goods is excluded.
- Shipment and/or performance in full or in part under this Order without written objection to BUYER constitutes acceptance of this Order.
- BUYER reserves the right to cancel any portion or all of this Order if any shipment is not made as specified by this Order. BUYER may also terminate this Order at any time for its own convenience. Upon such notice, SELLER shall stop all work and follow BUYER’s instructions with respect to the disposition of materials in process, title to which shall vest in BUYER. BUYER shall pay SELLER’s actual costs for work performed through the date of termination and SELLER shall have a duty to mitigate such costs.
- Neither party shall be liable for delays or defaults under this Order due to acts of God, acts of government authority, acts of public enemy, war, fires, floods, epidemics, strikes, labor troubles, or causes or contingencies reasonably beyond its control, but the provisions of this paragraph shall not prevent BUYER from canceling or terminating this Order in accordance with other provisions of this Order.
- SELLER warrants goods furnished or services rendered under this Order shall (a) meet the specification(s) for such goods, (b) be of good quality and workmanship, free of contaminants, and free from defects, latent or patent, (c) be merchantable and fit for BUYER’s intended purpose, (d) be appropriately packaged for and during transit and interim storage, and (e) be conveyed with good title, free of patent infringements, and free from any lawful security interest, lien or encumbrance.
- SELLER shall include a Certificate of Analysis prior to shipment, listing chemical and mechanical properties, shelf life, CAS number, and other relevant product information.
- SELLER shall include a Safety Data Sheet prior to shipment that is current and includes all known safety and handling recommendations.
- SELLER shall at SELLER’S expense, satisfy all governmental requirements for registrations, permits, notices, reports, licenses and supplier notifications with respect to manufacturing, packaging, labeling, waste disposal, specifications of goods and use of goods. SELLER shall be deemed the generator and owner of any waste(s) generated in connection with SELLER’s performance under this Agreement, and as such, SELLER shall be solely and independently responsible for any liabilities caused by such waste(s); and SELLER shall safely, properly and in compliance with applicable laws, regulations and ordinances, dispose of waste(s) or arrange for the disposal of waste(s) in a manner that is safe, proper and in compliance with applicable laws, regulations and ordinances.
- SELLER ASSUMES THE ENTIRE RESPONSIBILITY AND LIABILITY FOR, AND WILL PROTECT, DEFEND AND INDEMNIFY BUYER (WHICH INCLUDES FOR PURPOSES OF THIS PARAGRAPH BUYER’S AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES) FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, DEMANDS, LIABILITIES, COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES) AND CLAIMS MADE AGAINST BUYER BY SELLER OR ANY THIRD PARTY DUE TO ANY BODILY INJURY OR ALLEGED INJURY (INCLUDING DEATH AND/OR DISEASE), OR PROPERTY OR OTHER DAMAGE, ACTUAL OR ALLEGED, WHICH ARISE OUT OF OR ARE IN ANY WAY RELATED TO: (I) SELLER’S PRESENCE ON PREMISES OWNED, OPERATED OR LEASED BY BUYER; (II) SELLER’S PERFORMANCE OF SERVICES OR PROVISION OF GOODS; OR (III) SELLER’S BREACH OF ANY PROVISION OF THIS ORDER, EXCEPT TO THE EXTENT CAUSED BY BUYER’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.