For purposes of these terms and conditions (the “Terms”), LaMotte Company is referred to herein as “Buyer” and the seller of the products and or services reflected on the attached Order (together with these Terms, the “Order”) is referred to herein as “Seller.” These Terms shall apply to the transaction(s) contemplated by the Order unless Buyer and Seller have previously entered into a separate written supply agreement governing such transaction(s) (a “Supply Agreement”), in which event the Supply Agreement shall govern in the event of a conflict between these Terms and the terms of the Supply Agreement.
1. Contract
— This revocable Order will become a binding contract on, and only on, the terms set forth herein, only upon (a) Seller’s written acceptance of this Order (which term as used herein shall include these Terms), (b) Seller’s commencement of production of goods hereunder (the “Goods”) or shipment of any permitted unit of the items described herein, (c) Seller’s commencement of the provision of services hereunder (the “Services”); or (d) other conduct by Seller manifesting to Buyer the existence of a contract. Notwithstanding any terms communicated in any way by Seller to Buyer in connection with this Order, including any terms contained in any quote by Seller, all of which terms are rejected by Buyer, Seller agrees that this Order will control the relationship of, and constitutes the sole and entire agreement between Seller and Buyer, and any such other terms provided by Seller are null and void. This Order supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to, and Buyer’s performance is conditioned, Seller’s acceptance of, these Terms. Buyer has rejected any different or additional terms or conditions of Seller. Unless permitted by the Order, Seller may not assign or subcontract any of its obligations under the Order without the prior, written consent of Buyer in its sole discretion.
2. Modification
— No amendment, alteration, or change of this Order subsequent to the date hereof including without limitation, the wording of Seller’s acceptance, shall be valid or enforceable unless in writing and executed by an authorized representative of Buyer.
3. Warranties
— Seller agrees and represents and warrants to Buyer that: (i) the title to the Goods is good and marketable and free and clear of all liens, taxes, charges, or other encumbrances; (ii) the Goods are free from all defects in design, workmanship, and materials and are merchantable; (iii) the Goods are fit for their ordinary intended purposes and any purposes specified hereunder; (iv) the Goods and their components are new and not previously used; (v) the Goods comply with all applicable laws, regulations, rules, codes and standards of the jurisdiction in which the Goods are to be sold; (v) the Goods do not and will not infringe or misappropriate the patent, copyright, trademark or other intellectual property or proprietary rights of any third party and (vi) the Goods conform to Buyer’s specifications, drawings, plans, or other documents furnished to Seller or referenced in the Order (collectively, the “Specifications”). Seller also represents and warrants that any Services sold hereunder: (i) will be performed in a professional and workmanlike manner, in accordance with the Specifications, the highest standards in Seller’s industry, and applicable law; and (ii) do not and will not infringe or misappropriation the patent, copyright, trademark, or other intellectual property or proprietary rights of any third party. These express warranties shall not be deemed waived by reason of either or both the receipt of the Goods or Services or payment therefor by Buyer.
4. Limitations of Liability
— IN NO EVENT SHALL BUYER BE RESPONSIBLE FOR ANY CLAIM FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, IMPLIED WARRANTY AND STRICT LIABILITY.
5. Delivery — Inspection — Excess Transportation Costs
— Time of delivery or performance is of the essence of this Order. If any shipment or service rendered is not made when promised, Buyer reserves the right to refuse any Goods and to cancel without any liability all or any future shipments or performance by Seller. Delivery of Goods shall not be deemed complete until Goods or Services have actually been received, inspected, tested, and accepted by Buyer. Seller shall retain title and bear the risk of loss to the Goods purchased hereunder until received and accepted by Buyer. Such inspection or testing will be made by Buyer within a reasonable time after their receipt by Buyer, irrespective of payment date. If inspection discloses that part of the Goods received are not in accordance with Buyer’s Specifications, Buyer shall have the right to cancel any unshipped portion of the Order. In the event such Goods are nonconforming, Buyer may either return the rejected Goods or hold at Seller’s entire risk and expense, and may in any event charge Seller with the cost of transportation (inbound and outbound) of such Goods. Buyer reserves the right to refuse Goods when shipped contrary to instructions or not on the shipping date specified by Buyer or for noncompliance with classification packing requirements.
6. Price
— Price is set forth on the face of this Order and is not subject to increase for the duration of the Order. If Price is not stated in this Order, it is agreed that the Goods and Services shall be billed at the price last quoted by Seller to Buyer, or billed at the prevailing market price, whichever is lower. If, prior to the actual date of shipment of any Goods or provision of any Services covered by this Order, Seller quotes, charges, or otherwise uses a price, for like Goods or Services under like terms, either with Buyer or any of its customers, that is lower than the price set forth on the face of this Order or the price established pursuant to the second sentence of this paragraph, Seller will charge the lower price to Buyer.
7. Payment
— Individual invoices must be issued for each shipment applied against this Order, must include the appropriate GLcode, and must reflect Buyer’s number for this Order. In the event the Seller’s invoice is not received in an acceptable form or if it does not include proper proof of shipment and/or delivery documentation, or evidence of services completion, the date of payment including net invoices or cash discounts will be computed from the Buyer’s receipt of same. Drafts will not be honored. Invoice must not be dated prior to shipping date. Buyer is not liable to pay interest on any amounts past due. Unless otherwise agreed to by the parties in writing, payment of the Order shall be due within sixty (60) calendar days from satisfactory completion and delivery of all associated Goods and Services, with a two percent (2%) discount if paid within ten (10) days.
8. Intellectual Property
— Except as set forth in the Order, all Goods and associated work product authored, developed or reduced to practice by Seller in its performance of this Agreement, are works made for hire the ownership of which shall vest in Buyer. To the extent any such Goods or work product shall be deemed not to constitute a work made for hire under applicable law, or in the event that Seller should otherwise, by operation of law, be deemed to retain any rights therein, Seller hereby assigns to Buyer all worldwide rights, title and interest, in and to such Goods and work product including, without limitation, all intellectual property rights therein. To the extent the Order identifies that any Seller or third party intellectual property existing prior to the date of this Order is included in the Goods or work product (“Utilities”), Seller hereby grants to Buyer a non-exclusive, non-transferable worldwide, perpetual, irrevocable right and license to use those Utilities as incorporated into the Goods and work product in connection with their use and enjoyment.
9. Intellectual Property Infringement
— Seller agrees to defend, indemnify, and hold harmless Buyer against all claims, suits, liabilities, damages, costs, fees and expenses including reasonable attorneys’ fees and court costs, on account of any alleged infringement of any third party’s patent, copyright, trade name, trademark, trade secret, or other legal rights resulting from or arising with the manufacture, sale, import, use, distribution or other disposition of any Goods, excluding those items fabricated to Buyer-furnished drawings. Seller shall retain counsel reasonably acceptable to Buyer to defend any indemnified claim hereunder, and shall not settle any such claim without Buyer’s prior, written consent if the settlement requires Buyer to pay any monies or admit any liability. Buyer retains to the right to participate in the\ defense of any indemnified claim hereunder at its sole expense, without relieving Seller of any obligation hereunder.
10. Buyer Property
— All tools, dies, patterns, designs, molds, drawings, specifications, and other data or papers, and the like, as well as any samples furnished by Buyer to Seller in connection with this Order, remain the property of Buyer. In the event the Order contemplates Buyer providing materials to Seller for processing by Seller, such materials shall at all times remain the property of Buyer. In the event materials furnished by Buyer to Seller include any intellectual property of Buyer, Seller is granted a non-exclusive, non-transferable, non-sublicensable and non-assignable limited license required to such intellectual property only for the production of Goods sold to Buyer under this Order. No other use of Buyer’s intellectual property is licensed or permitted, and all other rights to Buyer’s intellectual property not expressly licensed to Seller above are reserved by Buyer.
11. Default
— Upon default by Seller under any clause, provision or obligation hereunder, Seller shall pay all of Buyer’s costs, charges and expenses arising from such default including, but not limited to, reasonable attorneys’ fees and costs of litigation, and Buyer shall have any and all remedies available to Buyer under the Uniform Commercial Code or otherwise.
12. Insurance
— Seller agrees to provide Buyer Certificates of Insurance demonstrating that Seller has insurance from an insurance company acceptable to Buyer, with a Best rating of A- or higher, covering the following: (i) comprehensive general liability insurance coverage in the minimum amount of $2 million combined single limit bodily injury and property damage per occurrence/$2 million aggregate; (ii) such certificate must also specifically state that this liability insurance includes blanket contractual liability or specifically state that it provides contractual liability coverage for the risks and obligations assumed under these Terms; (iii) Burris Logistics is to be named as an additional insured through broad form endorsements to the comprehensive general liability insurance policy; (iv) automobile liability coverage in the minimum amount of $2 million combined single limit bodily injury and property damage per occurrence/$2 million aggregate; (v) Worker's compensation coverage in accordance with the laws of the states in which Seller is conducting business in a form satisfactory to Buyer. Upon Buyer's request, Seller agrees to provide Buyer Seller's most current certified financial statements.
13. Indemnification
— Seller shall indemnify, defend and hold harmless Buyer from and against all claims, suits, liabilities, damages, costs, fees and expenses including reasonable attorneys’ fees and court costs arising out of or incurred in connection with: (i) any claim for personal injury or property damage resulting or arising out of delivery or use of the Goods or Services covered by this Order or the performance of any item or condition of this Order, (ii) any claim that the Goods infringe the intellectual property or proprietary rights of any third party; (iv) any failure of the Seller or the Goods to comply fully with the requirements of any applicable law, rule, regulation or Order, (v) any breach of this Agreement by Seller including, without limitation, the breach of any warranties as described in Section 3 above, (vi) the gross negligence or willful misconduct of Seller; or (v) any violation of law by Seller.
14. Termination; Order Changes
— Buyer may revoke this Order, or cancel any part thereof, at any time prior to Buyer’s knowledge of acceptance by Seller. After Seller’s acceptance, Buyer may, by written notice to Seller, terminate its purchase of any quantity of Goods or Services (i) if Seller fails to complete or deliver any part thereof when required, or (ii) if Seller is in breach of any material term of the Order.
15. Proposition 65 Compliance
— All Goods sold by Seller to Buyer, whether for distribution, resale or otherwise, shall be labeled in compliance with California’s Proposition 65 law and implementing regulations. Seller must notify Buyer of any Goods without a Proposition 65 label. Upon its receipt of such notice, Buyer, in its sole discretion, will instruct Seller to either return any or all of such Goods with properly-labeled Goods, or to retain any or all such Goods, in which case Seller shall provide labels and further instructions for the labeling of such Goods. Seller agrees to indemnify Buyer for all claims, actions and suits, and all associated costs expenses and fees (including reasonable attorneys’ fees) arising from any or alleged violation of Proposition 65 relating in any way to any Goods provided by Seller to Buyer.
16. Compliance with Laws
— Seller shall comply with all applicable laws in connection with its fulfillment of the Order including, without limitation, the U.S. Foreign Corrupt Practices Act and any other applicable anti-bribery laws, any applicable export laws, and any applicable child labor laws.
17. Force Majeure
— Buyer shall not be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, epidemic, pandemic, disease outbreak, or any governmental “stay-at-home” order, war, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this Section: (i) shall have given the other party prompt written notice thereof; and (ii) shall take reasonably steps under the circumstances to mitigate the effects of the force majeure event. In the event Buyer is unable to timely accept delivery of any deliverables under the Order as a result of the force majeure, Seller shall deliver such deliverables at such time Buyer notifies Seller it is able to take delivery, and Seller shall pay all costs associated therewith. Notwithstanding the preceding, in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Buyer may terminate the Order upon notice to Seller.
18. Waiver
— The failure of Buyer to insist in any instance upon strict performance by Seller of any provision of this Order shall not be construed as a continuing waiver of such item, or waiver or any other provision of this Order.
19. Governing Law and Venue
—This Order and the contract under which Goods and Services are sold by Seller to Buyer shall be governed by and interpreted according to the laws of the State of Maryland, without application of its conflict of laws provisions; the United Nations Convention on the International Sale of Goods shall not apply. Any dispute arising out of or relating to this Agreement shall be brought in the state or federal courts located in the State of Maryland, the exclusive jurisdiction of which the parties irrevocably consent to for this purpose. The parties hereby waive objection to the venue of such courts on grounds of forum non conveniens or otherwise.
221708233 v1
These Terms and Conditions were last Updated on 09/18/2025.