Terms and Conditions

MonoSol Terms of Sale

1. The order for goods described in the order acknowledgement (“goods”) issued by MonoSol (“Acceptance”) is accepted on and subject to only the following terms. Unless and until MonoSol sends an Acceptance, MonoSol has no obligation to Buyer.  Buyer may not cancel the order after Acceptance.  The entity named on the Acceptance (“Buyer”) agrees that all other terms are rejected and this and the Acceptance are the entire agreement regarding the goods (“Agreement”) unless changed by a writing signed by MonoSol, including an existing supply agreement. “MonoSol” is MonoSol, LLC or MonoSol AF, Ltd. depending on which company issued the Acceptance.
2. Price, delivery and quantity of goods stated in the Acceptance shall be maintained by the parties in confidence, and are not guaranteed for any other order. Stated prices exclude Value Added Tax, which shall be added to the price, if applicable. Title for the goods shall pass to Buyer upon MonoSol’s receipt of payment for the goods. If the Acceptance permits payment following delivery, and Buyer fails to pay for any goods when due, MonoSol may thereafter require pre-payment.
3. Unless the Acceptance states otherwise: (a) Buyer shall pay MonoSol the amount invoiced for the goods within 30 days of such invoice date; (b) MonoSol is not responsible for charges for freight, transportation, insurance, shipping, storage, handling, demurrage or other similar charges, nor for notifying Buyer of any impending transportation; (c) all import permits and licenses and the payment of all import duties and custom fees are the sole responsibility of Buyer; and (d) all sales, excise and similar taxes that MonoSol may be required to pay or collect with respect to the goods are for the account of Buyer.
4. Where the goods contain an aversive agent, Buyer is solely responsible for selecting its amount for the specification and all resulting use thereof, regardless of whether MonoSol certifies that the goods contain a certain amount. Notwithstanding anything to the contrary, nothing regarding the aversive agent shall constitute MonoSol’s performance, negligence, misconduct, recklessness or breach, including failure to meet legal, regulatory or quality requirements and/or the specification, or a defect in the goods.
5. MonoSol is not responsible for delays or failure to deliver goods due to causes beyond MonoSol’s control, including acts of God, war, mobilization, civil commotion, riots, embargoes, governmental regulations, laws or orders, fires, floods, strikes, lockouts or other labor difficulties, and shortages of or inability to obtain materials, shipping space or transportation. Buyer shall not reject installment deliveries, and each such installment shall be regarded as full performance for the installment amount. Installments invoiced separately shall be each paid as billed. Failure to make payment when due excuses MonoSol from further performance. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining installments.
6. MonoSol warrants that the goods supplied pursuant to the Acceptance meet their respective specifications as of shipment to Buyer (“Warranty”). MONOSOL DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE, TRADE PRACTICE AND NON-INFRINGEMENT. Weights, sizes and quantities as determined at MonoSol’s factory or other source of supply on behalf of MonoSol are conclusive. MONOSOL’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THE GOODS AND/OR THIS AGREEMENT SHALL NOT EXCEED THE PAYMENT IT RECEIVED FOR THE EFFECTED GOODS HEREUNDER. IN NO EVENT SHALL MONOSOL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES OR BUYER’S USE OF THE GOODS. Nothing in this Agreement excludes liability for that may not be excluded under applicable law.
7. If goods are defective, then upon evidence that MonoSol has failed to comply with its Warranty and the failure is not due to improper use, storage or handling, MonoSol in its sole discretion and as Buyer’s sole remedy therefor, shall either replace the defective goods or refund the payment made by Buyer for those goods. Buyer must give written notice to MonoSol of any claim promptly upon receipt of goods, and in any event prior to processing the goods. MonoSol shall be permitted to inspect goods alleged to be defective. No goods shall be returned to MonoSol.
8. Goods not processed into Buyer’s products, including end-rolls, cut-offs and the like, shall be disposed of or recycled solely as authorized by MonoSol. Buyer shall remove all MonoSol’s identifiers on the goods and ensure they are not used for any unauthorized purpose, including resale, illegal disposal and reverse engineering.
9. Buyer agrees to indemnify, defend and hold MonoSol harmless from and against all liabilities, losses, costs and damages, including attorneys’ fees arising from or related to: (a) Buyer’s use of the goods, including product liability regarding products made from the goods, except to the extent attributable to MonoSol’s breach of the Warranty; and/or (b) any aversive agent in the goods.
10. This Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns. The delay or failure to assert a right or to insist upon compliance with this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform. A valid waiver must be executed in writing and signed by the party granting the waiver except Buyer’s acceptance of delivery of the goods shall constitute a waiver of any delay in delivery beyond the specified shipment date. Any unenforceable term shall be reformed by the parties and not affect the other terms. This Agreement shall be governed and construed, in the English language, according to the laws of the state of Delaware where MonoSol, LLC issued the Acceptance, and English law where MonoSol AF, Ltd. issued the Acceptance; without regard in any case to any conflicts of law principles. If MonoSol requests information from Buyer to comply with legal requirements, then Buyer shall promptly provide such information.  Buyer was provided an opportunity to seek advice of counsel and as such this Agreement shall not be strictly construed against the drafter. All disputes relating to this Agreement shall be settled solely by the then-current rules of binding arbitration: (a) of the American Arbitration Association in Chicago, Illinois where MonoSol, LLC issued the Acceptance; and (b) of the London Court of International Arbitration, London, U.K. where MonoSol AF, Ltd. issued the Acceptance. The award, including reimbursement of reasonable and documented attorneys’ fees incurred in connection therewith may be entered in any court of competent jurisdiction.

MonoSol Terms of Purchase

1. ORDER: This purchase order, including the terms and conditions contained herein (“Order”) is entered into by MonoSol LLC (“Buyer”) and the party named in this Order as selling goods (“Seller”). Seller shall make best efforts to deliver the goods described in this Order in accordance with the specifications and delivery date(s) stated in this Order. Buyer may revise, supplement or otherwise amend the specifications for the goods by written notice to Seller. Seller shall act in good faith and use commercially reasonable efforts to accept these specifications and if unable, to provide prompt written notice to Buyer.
2. DELIVERY: Goods shall be delivered to the location stated in this Order or 1500 Louis Sullivan Drive, Portage, IN 46368 USA if no location is specified (“Delivery Point”). If no delivery date is stated in this Order, then delivery shall occur within a reasonable period of time following the date of this Order, not to exceed thirty (30) days. Seller shall arrange and pay for all shipping costs, insurance, freight and applicable duties to the Delivery Point unless otherwise stated in this Order. Title and risk of loss transfers to Buyer only when Buyer receives the goods at the Delivery Point. All items shall be packed and shipped as stated in this Order or, in the absence of such instructions, in accordance with commercially reasonable practice to ensure safe arrival at the Delivery Point. No charges are allowed for boxing or crating unless previously agreed. TIME IS OF THE ESSENCE IN PERFORMING UNDER THIS ORDER.
3. ACCEPTANCE OF GOODS: Without limiting the rights and remedies of Buyer and regardless of whether Buyer has accepted and paid for goods, if goods fail to comply with this Order, or are otherwise defective, then Seller breached its obligations under this Order and Seller shall, at Buyer’s option: (i) replace the defective goods as soon as is reasonably possible and in no event longer than the time frame under the Order originally provided for such goods; or (ii) promptly issue a full refund to Buyer of the amount paid for such goods. Any deliveries accepted by Buyer after a default by Seller shall not constitute a waiver of such default or in any way affect Buyer’s rights and remedies for such default. A waiver or delay in asserting any rights of a party shall not constitute a waiver of any subsequent default or excuse any other obligation. A valid waiver must be in writing signed by the party waiving.
4. PAYMENT: Unless otherwise stated in this Order, Buyer shall pay Seller the amount stated in this Order for delivered goods within 45 days of acceptance. Buyer has the right to terminate or cancel this

Order without liability to Buyer prior to Buyer’s receipt of written notice of shipment, provided that Buyer pays Seller’s uncancellable costs actually incurred prior to notice of termination to manufacture goods hereunder, which payment shall not exceed the purchase price for goods hereunder.

5. WARRANTY: Seller’s standard warranty for the goods shall be attached and incorporated to supplement Buyer’s rights under this Order. Any conflict between Seller’s standard warranty and the other terms of this Order shall be resolved in favor of this Order. Seller further represents and warrants that: (i) it has all good and marketable title to and the right to sell all goods subject to this Order free and clear of all liens and encumbrances; (ii) it shall comply with all applicable laws and regulations, including the Fair Labor Standards Act, and not discriminate against any other worker because of race, creed, color, or national origin; (iii) upon payment for such goods, Buyer will acquire all right, title and interest in and to the goods free and clear of all liens and encumbrances; (iv) for the longer of a period of one year from delivery or the period stated in Seller’s standard warranty, all items delivered hereunder shall be free of defects, shall meet all specifications set forth in this Order and shall comply with all applicable warranties, including those implied at law; (v) all goods shall be new, first quality merchandise and Seller shall pass through to Buyer any manufacturer’s warranties extended to Seller on any components thereof; and (vi) unless otherwise agreed in this Order to the contrary, Buyer has the right to use and sell the goods for their intended purpose under Seller’s intellectual property.
6. BAILMENT: Buyer may provide Seller with certain information and materials relating to this Order, including materials, equipment, dies, and patterns (“Materials”) solely for purposes of Seller providing goods to Buyer. Seller agrees to use the Materials solely for such purpose and not any other, and not to disclose or transfer the Materials to any third party. The providing of the Materials shall not be construed as a sale or transfer of any right, title or interest in or to the Materials and Buyer retains all ownership thereof. Seller shall return or destroy the Materials as instructed by Buyer.
7. INDEMNIFICATION: Seller hereby agrees to indemnify, defend and hold Buyer, its affiliates and their respective boards, directors, officers, employees, agents, independent contractors and customers harmless from and against all claims, loss, costs, fees, expenses, proceedings, demands and liability of any kind including reasonable attorneys’ fees, arising out of or relating to: (i) the death of or injury to any person or persons and/or damage to property due to the goods; (ii) Seller’s breach of this Order, gross negligence and/or willful malfeasance; and/or (iii) the manufacture, sale or import of the goods by Seller; except to the extent attributable to the gross negligence or willful malfeasance of Buyer.
8. INSURANCE: During the term of this Order and beyond, Seller shall maintain insurance at levels sufficient to assure its obligations under this Order, including insurance covering the goods while in transit to Buyer. Evidence of adequate insurance coverage shall be provided to Buyer upon request.
9. SUSTAINABILITY: “The Supplier shall use reasonable efforts to meet or surpass industry best practices related to sustainability and corporate responsibility objectives in connection with the goods and services provided under this Agreement. Specifically, the Supplier agrees to cooperate in Buyer’s supplier sustainability evaluation process; comply with applicable and internationally recognized labor and social standards, including labor standards, and human rights; and make reasonable efforts to implement measures that reduce greenhouse gas emissions, including Scope 1 and Scope 2 emissions, and report on such efforts and emissions when requested by Buyer.

If Buyer determines that Supplier is not meeting these requirements, the Supplier shall cooperate with Buyer in developing and implementing appropriate corrective actions. Material or persistent non-compliance may result in Buyer taking appropriate measures, which may include adjusting or discontinuing its commercial relationship with Supplier.

10. GOVERNING LAW: This Order is governed by the laws of the state of Indiana without giving effect to any choice of law provisions. This Order is accepted by Seller upon the first of Seller’s commencement of work or shipping of goods. This Order constitutes Buyer’s offer to Seller, and is conditioned on Seller’s acceptance of this Order. Any additional, different, inconsistent or conflicting terms or conditions of Seller, however provided, shall not operate as a rejection of this Order and if given any effect, will solely be deemed a material alteration to this Order which Buyer hereby rejects unless otherwise agreed in writing. If this Order is deemed an acceptance of an offer by Seller, such acceptance is limited to the terms and conditions in this Order. Each party had an opportunity to be represented by counsel and as such this Order shall not be construed against any drafter.
11. DISPUTE RESOLUTION: In any dispute or controversy arising out of or relating to the Order, the parties shall first attempt to promptly and amicably resolve the dispute through sufficiently authorized members of each party. The party asserting the dispute or controversy shall provide written notice to the other party. Within 10 days of receipt, the authorized representatives of the parties shall meet in person or telephonically to amicably resolve the dispute or controversy. If such amicable resolution is unsuccessful, then the dispute or controversy shall be finally settled by binding arbitration in Chicago, Illinois, heard by one mutually agreeable arbitrator from the American Arbitration Association who possesses sufficient understanding of the business of the parties and contracts of this type. The parties shall share the costs and expenses of such arbitrator and otherwise pay their own costs and expenses. The prevailing party(ies) shall be entitled to reimbursement of such costs and expenses and reasonable attorneys’ fees attributable thereto. The judgment of the arbitrator is final and may be submitted in any court of competent jurisdiction. The parties do not waive their right to seek and obtain specific performance, injunctive relief or any other available equitable remedy.
12. ASSIGNMENT: Without prior written consent, Seller shall not delegate and neither party shall assign or transfer this Order except in the event of the sale of all or substantially all of their respective business to which this Order relates. The Order shall be binding on the parties and their respective successors and assigns and inure solely to the benefit of the parties and their respective permitted successors and assigns.
13. ENTIRE AGREEMENT: Other than confidentiality or facility admissions agreements and prior purchase orders, this is the entire agreement between the parties regarding the sale of goods described in this Order and supersedes any other understanding or agreement regarding such goods. No amendment or modification of this waiver shall have effect unless in writing and signed by the parties.