Terms and Conditions of Waste Materials

HYDRITE CHEMICAL CO.
TERMS AND CONDITIONS OF WASTE MATERIALS

Please read these Terms and Conditions carefully. They materially affect the parties' obligations. Hydrite Chemical Co. ("Hydrite") is bargaining for and will do business only on the Terms and Conditions on this form.

1. Acceptance; Contrary Terms; Entire Agreement. All proposals or orders from Generator relating to the purchase, disposal, or recycling of Generator's waste materials ("Waste Materials") are subject to acceptance by Hydrite. GENERATOR'S PROPOSAL OR ORDER IS ACCEPTED ONLY ON THE TERMS AND CONDITIONS CONTAINED HEREIN and Hydrite's acceptance is conditional on assent to these Terms and Conditions. If any of these Terms and Conditions are not acceptable to Generator, Hydrite must be notified promptly. This writing (along with any other document or agreement referred to herein) is intended by Hydrite and Generator to be the complete, exclusive, and final statement of their agreement. Any changes to these Terms and Conditions must be in writing and signed by Hydrite and Generator.
    
2. Taxes and Fees. All sales, excise and similar taxes that Hydrite may be required to pay or collect with respect to transactions between the parties will be for the account of Generator, except as provided by law. Except as otherwise provided herein, Hydrite will not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges. If such charges are by the terms of sale included in the price, any increase in rates effective after the date hereof will be for the account of Generator. Generator will also pay Hydrite any collection fees and reasonable attorneys' fees incurred by Hydrite in enforcing this agreement or defending against any claim for breach of this agreement.
    
3. Excuse from Performance. Hydrite is excused from performance if performance is rendered impractical by any accident; war; delay, interruption in or failure of sources or subcontractors to supply materials and equipment; labor or transportation problem; act of God; or other causes and conditions that are beyond Hydrite's reasonable control; or any governmental orders, contracts, priorities, directives, requisitions or requests, whether or not voluntarily assumed.
    
4. Warranty and Indemnification. In addition to all warranties prescribed by law, Generator specifically warrants that the Waste Materials transferred to Hydrite will conform to the description of such Waste Materials provided to Hydrite, as set forth in the document comprising the Waste Profile packets; that any containers containing Waste Materials transferred will be in good condition, marked, labeled and otherwise in conformance with all governmental laws, regulations and orders, and that Generator is under no legal restraint or order that would prohibit transfer of possession or title to the Waste Materials. Generator will defend, indemnify and hold Hydrite, its employees, customers, successors and assigns, harmless against any claims or demands, action or proceeding, liability, loss or expense whatsoever, including reasonable attorneys' fees, arising from (a) any actual or alleged negligence of Generator with respect to Waste Materials, (b) Generator's violations of any federal, state, or local statutes, ordinances, rules, regulations or orders with respect to the Waste Materials, or (c) Generator's breach of any of the Terms and Conditions of this agreement.
    
5. Claims. All claims, including claims for damages, defects and shortages, must be made within fifteen (15) days of receipt of recycled Waste Materials, and Hydrite must be given a reasonable opportunity to inspect the Waste Materials. Generator's failure to make any claim within the specified time period will result in the unconditional waiver of such claim.
    
6. Other Agreements. Reference is made to other documents utilized by Hydrite in connection with Waste Material transactions. Generator agrees to abide with all of the provisions contained in such other documents and agreements.
   1. Shipping Forms Service. It is expressly agreed and understood by Generator that Hydrite will provide the shipping forms as a clerical service to Generator. Generator is and remains solely responsible for the completion and use of the shipping forms and the accuracy of any and all information contained therein, including, but not limited to, the classification and identification of the waste.
       
   2. 24-Hour Emergency Service. It is the responsibility of Generator to email or telefax a copy of the shipping documents (i.e. Hazardous Waste Manifest or Bill of Lading) to their emergency service. If using Hydrite’s service, email or telefax to hydrite@chemtelinc.com or Chem-Tel Inc., telefax no. 813-248-0582, immediately upon the transporter's execution of required documents.
7. Non-conforming Waste Shipments. A non-conforming waste shipment is a shipment of Waste Material from Generator to Hydrite that exhibits physical and/or chemical properties that differ from those of the respective Sample Laboratories Report and/or the description in the Waste Profile packet. In addition, the physical and/or chemical properties of the shipment may be such that Hydrite cannot legally and/or physically handle the incoming material in accordance with its current Environmental Protection Agency permits or plant capabilities.
   
   In the event that the Waste Materials provided to Hydrite by Generator do not reasonably conform to the description shown in the Sample Laboratories Report or the description in the Waste Profile packet, Generator agrees to indemnify Hydrite for all reasonable disposal, transportation and handling charges which Hydrite may incur in connection with the proper disposal of the non-conforming Waste Materials.
   
   Hydrite's conformance procedures will apply to the determination of conformity of all Waste Material shipments. Generator will be notified within twenty-four (24) hours of discovery of the non-conformance of any waste shipments to discuss the most appropriate disposal alternative for Generator's Waste Material.
    
8. Prices. Unless specifically held open for a length of time on Hydrite's quotation, all prices are subject to change without notice. Invoices are payable in full thirty (30) days following the invoice date. If, by the terms of sale, credit is extended to Generator, Hydrite reserves the right to revoke such credit if Generator fails to pay any invoices when due.
    
9. Shipment. Unless otherwise specified by Hydrite, all shipments of recycled Waste Materials are F.O.B. Hydrite. Shipping dates are estimates only, although Hydrite will use every reasonable effort to meet any estimated shipping date. Hydrite will not be liable for normal variations in weights and quality.
    
10. Exclusion of Warranties. GENERATOR ACKNOWLEDGES THAT HYDRITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY RECYCLED WASTE MATERIALS.
     
11. Limitation of Remedies and Damages. With respect to recycled Waste Materials, Hydrite's liability and Generator's remedies under this agreement will be limited solely to replacement or credit, at Hydrite's option, with respect to any such Waste Materials. HYDRITE'S LIABILITY WILL IN NO EVENT BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE RECYCLED WASTE MATERIALS. HYDRITE WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LABOR COSTS OR LOST PROFITS RESULTING FROM THE USE OF OR INABILITY TO USE THE RECYCLED WASTE MATERIALS OR FROM THE RECYCLED WASTE MATERIALS BEING INCORPORATED IN OR BECOMING A COMPONENT OF ANY OTHER MATERIAL OR PRODUCT.
     
12. Controlling Law. The validity, construction and enforcement of this agreement will be governed by and interpreted under the local, domestic law of the State of Wisconsin, including its provisions of the Uniform Commercial Code.