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Disclaimer
Hexion Specialty Chemicals, Inc., (the "Company")
can give no assurance that the information contained on
the Hexion Specialty Chemicals web site or any of its linked
sites is current, accurate or complete. Any decision made
by you based on information contained on the Hexion Specialty
Chemicals web site is your responsibility. Hexion Specialty
Chemicals shall not be liable for damages of any kind arising
out of your access or inability to access its web site
or your reliance on the information in the web site.
Forward Looking and Cautionary Statements. Various pages
on this web site may not be based on historical facts and
are "forward-looking statements" under the meaning
of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934,
as amended. Actual results could vary materially depending
on risks and uncertainties that may affect the Company’s
operations, markets, services, prices and other factors
as discussed in our filings with the Securities and Exchange
Commission. These risks and uncertainties include, but
are not limited to, economic, competitive, legal, governmental
and technological factors. There is no assurance that the
Company’s expectations will be realized. The Company
assumes no obligation to update or review any forward-looking
statement, whether as a result of new information, future
developments, or otherwise, except as otherwise required
by law.
Use of the Company’s Products and the Site. The
user assumes the risk of using and browsing the Hexion
Specialty Chemicals’ Customer Care site (hereinafter "Site").
Hexion Specialty Chemicals, Inc. shall not be responsible
for the use of any information, recommendations, products,
methods or apparatus set forth in the Site. In no event
will the Company be responsible for damages of any nature
whatsoever resulting from the user's access to or inability
to access the Site, or the use of or reliance upon the
information, recommendations, products, methods or apparatus
set forth in the Site, regardless of whether it is claimed
that the information, recommendations, products, methods
or apparatus herein presented are inaccurate, incomplete
or otherwise misleading.
Material Safety Data Sheets are provided under the Company’s
policy of communicating to its customers, health and safety
information pertinent to the safe handling and use of the
Company’s products. This information, however, may
not necessarily address all issues pertaining to the conditions
under which the product is handled or used. The user should
obtain and review available material safety information
and consult with experts of its choice, before handling
or using any of these products. If any materials are mentioned
that are not the Company’s products, appropriate
industrial hygiene and other safety precautions recommended
by their manufacturers should be observed.
No Warranties. The information, recommendations, products,
methods or apparatus set forth in the Site were believed
by the Company to be accurate at the time of preparation
or obtained from sources believed to be reliable. They
are not intended to relieve the user from its responsibility
to investigate and understand other pertinent sources of
information and to comply with all laws and procedures
applicable to the safe handling, transportation, storage
and use of the Company’s products. The Company does
not control the conditions under which the user uses, handles,
stores or transports the Company’s products. THE
COMPANY MAKES NO WARRANTY CONCERNING THE ACCURACY OF THE
INFORMATION, RECOMMENDATIONS, PRODUCTS, METHODS OR APPARATUS
SET FORTH IN THE SITE OR THE RESULTS TO BE OBTAINED THROUGH
THEIR USE. IN ADDITION, THE COMPANY MAKES NO EXPRESS OR
IMPLIED WARRANTIES, EITHER OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR OF ANY OTHER NATURE REGARDING
THE INFORMATION, RECOMMENDATIONS, PRODUCTS, METHODS OR
APPARATUS SET FORTH IN THE SITE. Nothing herein waives
any of the Company’s Terms and Conditions of Sale,
as set forth below.
Hyperlinks. Clicking on certain images, or links, within
the Site or related sites will take you to other web sites
owned by third parties, the content of which the Company
takes no responsibility.
Trademark, Copyright & Patents. The user should assume
that everything seen or read on the Site is copyrighted
unless otherwise noted and may not be used without the
prior written permission of the Company. Nothing herein
shall be construed as a recommendation or license to use
any information, recommendations, products, methods or
apparatus set forth in the Site which conflicts with any
patent, trademark or copyright of the Company or others.
The Company makes no representations or warranties, express
or implied, that any use of this information, recommendations,
products, methods or apparatus will not infringe any patent,
trademark, service mark, logos, design, copyright or other
proprietary rights of third parties. The user should seek
independent advice of counsel concerning its right to use
these materials.
The trademarks, logos, and service marks (collectively
the "Trademarks") displayed on the Site, are
registered and unregistered Trademarks of the Company,
its affiliates or others, or utilized by the Company under
license agreement. Nothing contained on the Site should
be construed as granting, by implication, estoppel or otherwise,
any license or right to use any Trademark displayed on
the Site without the written permission of the Company
or such third party that may own the Trademarks displayed
on the Site. Misuse of the Trademarks displayed on the
Site, or any other content on the Site, is strictly prohibited.
The user is also advised that the Company will aggressively
enforce its intellectual property rights to the fullest
extent of the law, including the seeking of criminal prosecution,
where the Company deems appropriate.
Terms and Conditions of Sale. The following are the Company’s
usual terms and conditions for the sale of its products:
1. Agreement. This agreement is intended to establish
those terms and conditions under which Hexion Specialty
Chemicals, Inc. ("THE COMPANY") shall sell products
to a purchaser ("Buyer") as and when orders are
placed by Buyer and accepted by THE COMPANY. Nothing on
this web site shall constitute an offer by THE COMPANY
to sell any of the products described herein. By placing
an order through this web site, Buyer submits an offer
to buy The Company’s products pursuant to the terms
and conditions of sale listed herein. THE COMPANY shall
not be deemed to have accepted any such offer unless and
until it ships products to the Buyer. THE COMPANY may change
any of these terms or conditions of sale at any time without
notice.
2. Price. THE COMPANY may change any price, payment, or
freight term in effect at any time and from time to time.
The price at which each order will be filled shall be the
price established by THE COMPANY as of the time of delivery.
3. Taxes. Any tax or other governmental charge payable
by THE COMPANY due to the sale, use or delivery of the
products, such as, but not limited to, Sales Tax, Use Tax,
Retailer’s Occupational Tax, Gross Receipts Tax,
Value Added Tax, and Transportation Tax, may, at The Company’s
option, be added to the purchase price.
4. Shipments. Buyer shall give THE COMPANY reasonable
written notice of orders and shipment dates.
5. Weights. The Company’s weight and/or measurements
shall govern unless proved to be in error.
6. Containers. If shipment requires use of returnable
containers or tote bins, title to such containers and tote
bins shall remain in THE COMPANY and a deposit in an amount
required by THE COMPANY shall be made at the time the shipment
is ordered. Such containers and tote bins shall be returned
in good condition within sixty (60) days from the date
of shipment, freight charges collect. Upon such return,
THE COMPANY shall refund the deposit.
7. Delivery Equipment. Buyer shall make reasonable efforts
to unload and return delivery equipment furnished by THE
COMPANY to the carrier within forty-eight (48) hours after
arrival. Any demurrage or detention charges on such equipment
shall be paid by Buyer.
8. Carrier and Routing. If the terms of shipment require
THE COMPANY to pay freight, selection of carrier and routing
of shipment shall be at The Company’s option.
9. Title and Risk of Loss. Title to and risk of loss in
the products shall pass to Buyer upon The Company’s
delivery to the carrier at the shipping point, notwithstanding
the terms of shipment specified herein.
10. Payment and Credit. Payment terms shall be as established
by THE COMPANY from time to time. If Buyer fails to pay
for any one or more shipments when due, then THE COMPANY
shall have the right, in addition to other remedies, either
(a) to suspend or cancel further deliveries, or (b) to
require cash payment on further deliveries. Should Buyer's
financial responsibility become unsatisfactory to THE COMPANY,
cash payment or satisfactory security may be required by
THE COMPANY before proceeding with further deliveries.
11. Product Suitability. Determination of the suitability
of the products for the uses and applications contemplated
by Buyer and others shall be the sole responsibility of
Buyer. Buyer assumes all risks and liabilities for results
obtained by the use of the products whether used singly
or in combination with other materials, except those relating
solely to the use of products not conforming to The Company’s
specifications, which non-conformity is not known to Buyer
and is not discoverable by Buyer, by testing or otherwise,
prior to the use thereof by Buyer or others. Any suggestions
or recommendations made by THE COMPANY concerning uses
or applications of the products are believed to be reliable,
but THE COMPANY makes no warranty or guarantee of the results
to be obtained since the conditions of the use and application
by Buyer and others are beyond The Company’s control.
12. Warranties and Disclaimers. THE COMPANY MAKES NO WARRANTY,
EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS OR THE MERCHANTABILITY
OR FITNESS THEREOF FOR ANY PURPOSE, except (a) that the
products shall conform to the description provided by THE
COMPANY and to The Company’s specifications, if any;
(b) that the products shall be adequately contained, packaged
or labeled and shall conform to the affirmations of fact
stated thereon; (c) that THE COMPANY shall convey good
title to Buyer and that the products shall be delivered
free from any lawful lien or encumbrance; and (d) that
the products do not infringe any valid United States patent.
THE COMPANY does not warrant, however, that the use of
the products or articles made therefrom, either alone or
in conjunction with other materials, will not infringe
any United States patent.
13. Claim Period. Claims related to non-conforming products
shall be made within thirty (30) days after discovery thereof.
All other claims shall be made within thirty (30) days
after receipt of the product to which the claim relates,
or if for non-delivery, after the scheduled delivery date
thereof. Buyer’s failure to give THE COMPANY written
notice of any claim within the applicable time period shall
constitute an absolute and unconditional waiver of such
claim. In no event shall Buyer commence any action against
THE COMPANY later than one year after the cause of action
has accrued.
14. Liability Limitations. Buyer's exclusive remedy shall
be for damages and no claim of any kind, whether as to
products delivered or for non-delivery of products, and
whether based on contract, breach of warranty, negligence
or otherwise, shall be greater in amount than the purchase
price of the quantity of the products in respect of which
damages are claimed. IN NO EVENT SHALL THE COMPANY BE LIABLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER’S
CLAIM IS BASED ON CONTRACT, BREACH OF WARRANTY, NEGLIGENCE
OR OTHERWISE.
15. Product Characteristics. Buyer shall familiarize itself
with the characteristics of the products and shall comply
with all laws, regulations, and standards applicable to
the possession, handling, processing or use of the products
by Buyer, including, but not limited to, the Occupational
Safety & Health Act of 1970, and to the regulations
and standards issued pursuant thereto.
16. Indemnity Agreement. Buyer shall defend, indemnify
and hold THE COMPANY harmless from and against all claims,
liabilities, costs and expenses (including, but not limited
to, those related to injury to or death of Buyer's employees)
arising from or connected with the possession, handling,
processing or use of the products by Buyer or others, except
those resulting solely from the use of products not conforming
to the contracted specifications, which non-conformity
was not known to Buyer and was not discoverable by Buyer,
by testing or otherwise, prior to the use thereof by Buyer
or others. THE COMPANY may participate in the defense of
any such claim for the further protection of its own interests.
17. Excuse of THE COMPANY. THE COMPANY shall not be responsible
or liable for any delay or failure to deliver any or all
of the products if occasioned by: act of God, fire, flood,
embargo, explosion, accident, breakdown of machinery or
equipment; shortage of or inability to obtain fuel, power,
raw materials, equipment, transportation, or the products
themselves, without litigation and at usual prices or from
usual sources; good faith compliance with any law, regulation,
standard, order, rule or recommendation made by any governmental
authority; strike or labor controversy (THE COMPANY shall
not be required to settle any labor matter against its
own best judgment); any cause or circumstance beyond The
Company’s reasonable control; or any other cause
or circumstance, whether similar or dissimilar to the forgoing,
which makes impracticable the production, transportation
or delivery of the products or any material used in or
in connection with their production; and any contracted
quantity shall be reduced to the extent of the quantities
not delivered due to any such cause or circumstance. In
no event shall THE COMPANY be obligated to purchase product,
or to deliver from any plant or facility other than the
shipping point specified by THE COMPANY to replace the
quantities not delivered due to any such cause or circumstance.
18. Excuse of Buyer. Buyer shall not be responsible or
liable for failure to take delivery of the products if
any cause or circumstance like those excusing THE COMPANY
makes it impracticable for Buyer to receive or use the
product; and any contracted quantity shall be reduced to
the extent of the quantities not delivered due to any such
cause or circumstance.
19. Allocation. In the event of any cause or circumstance
excusing THE COMPANY, THE COMPANY shall have the right
to utilize its available production and/or supply to satisfy
its own requirements, including those of its subsidiaries
and affiliates, in full, and to allocate any remaining
production and/or supply among its customers, including
those not under contract, in a fair and reasonable manner,
and Buyer hereby releases THE COMPANY from responsibility
or liability for any resulting incomplete fulfillment of
any order.
20. Notice of Excuse. The party excused in whole or in
part shall give written notice thereof to the other party
with reasonable promptness. If an allocation is made, THE
COMPANY will provide an estimate of the quota to be made
available to the Buyer.
21. Waiver. No waiver by either party of any breach of
any of the terms or conditions contained herein shall be
construed as a waiver of any succeeding breach of the same
or any other term or condition. Nothing contained herein
shall limit the remedies of THE COMPANY in the event of
Buyer’s breach of any term or condition contained
herein.
22. Entire Contract. This agreement supersedes all prior
contracts and constitutes the entire agreement and understanding
between the parties covering the sale and purchase of the
products. No modification hereof shall be effected by the
use of purchase order, acknowledgment, acceptance or other
forms at variance with or in addition to the terms and
conditions contained herein.
23. Non-assignability. This agreement shall not be assigned
by Buyer without the prior written consent of THE COMPANY.
24. Governing Law. This agreement shall be governed by
and construed under the laws of the State of Ohio.
Revised 1/06 |
