Terms and Conditions

If there is no written agreement stating otherwise, the terms and conditions outlined below will apply to all sales. These terms and conditions, as well as any contracts to which they apply, will be subject to the legal regulations of the jurisdiction where the sale takes place. The governing laws will be determined by the local laws of that jurisdiction, and any choice-of-law principles will be excluded. In the event of any disputes or disagreements arising from the sale or contract, the parties involved shall agree to resolve the issue through arbitration in accordance with the rules of a mutually agreed-upon arbitration organization:

These General Terms and Conditions of Sale (“Terms and Conditions”) will apply to all quotations and sales for goods, material, equipment, and services by IENSOL LLC (“Seller”) and will be incorporated into the purchase order, quotation, invoice or other documents to which they are attached (“Order” and, together with the Terms and Conditions, the “Contract”). All purchases by customer, owner, or its agent (“Buyer”) are expressly limited and conditioned upon acceptance of the Terms and Conditions. Seller objects to and rejects any provision additional to or different from the Terms and Conditions that may appear in Buyer’s purchase order, acknowledgment, writing, confirmation, or in any other prior or later communication from Buyer to Seller unless such provision is expressly agreed to by Seller in a writing signed by Seller. For the purposes of these Terms and Conditions, the term “Goods” shall refer to the goods, material, and equipment listed on the Order as well as all equipment or other materials provided in connection with any Services, and the term “Services” shall refer to the services listed on the Order. Terms not defined herein shall have the meanings set forth in the Order.

All prices published or quoted by Seller may be changed at any time without notice unless otherwise set forth in writing by Seller. All prices quoted by Seller are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of changes in specifications, quantities or shipment arrangements, increases in the cost of raw materials or cost of production, or other terms or conditions which are not part of Seller’s original price quotation.

Unless otherwise stated in the Order, the Contract price does not include any packaging, transportation, duties, taxes or other charges (collectively, “Additional Charges”). Buyer shall be responsible for all applicable Additional Charges. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the Contract. If no payment terms are stated in the Contract, payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller an administrative fee of one and one-half percent (1.5%) per month to cover Seller’s internal costs associated with efforts to collect amounts due, together with all other costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer’s financial condition does not justify the terms of payment specified or in the event that Buyer’s past due balance is excessive in Seller’s sole judgment. All payments must be made via a financial institution that is not subject to the sanctions laws of the United States, the European Union, or other applicable jurisdictions. Unless otherwise stated in the Contract, payment will be made in USD or in any other currency as is agreed in advance by the supplier.

If, in Seller’s judgment, the creditworthiness or future performance of Buyer is or may become impaired or unsatisfactory, Seller may suspend performance hereunder and seek adequate assurances from Buyer. Buyer shall pay (or otherwise reimburse) Seller for any costs associated with such suspension (including charges for reactivation). Without limiting the foregoing, Seller may, for any reason, (a) require prepayment by wire transfer at least two (2) business days prior to a scheduled shipment of Goods or provision of Services, and/or (b) require Buyer to issue letter(s) of credit in a form, and from an issuing bank, acceptable to Seller at least three (3) business days prior to a scheduled shipment of Goods or provision of Services.

The Products will be shipped to the destination specified by Buyer. Delivery of the Goods must be effected within the time specified in the Contract according to the INCOTERMS 2020. Shipment of the Goods can be selected by any reasonable method as is agreed in advance by the supplier. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account. Orders placed by Buyer with Seller may not be canceled after shipment except upon Seller’s written consent, and subject to Buyer’s acceptance of Seller’s cancellation and/or restocking charges that shall protect Seller against costs and expenses associated with such cancellation. Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the subject Products is or becomes technically or economically impractical or if the manufacturer ceases to manufacture the Product for any other reason. No Product may be returned except under warranty and with the prior written approval of Seller as evidenced by a Return Materials Authorization (RMA).

Unless otherwise stated in the Order, title in the Goods shall pass to Buyer upon payment in full. The risk of loss or damage to the Goods shall pass to Buyer upon delivery in accordance with the Contract or as otherwise provided in the Delivery section.

All Goods shall be received subject to Buyer’s reasonable inspection and rejection. Buyer may only reject Goods that do not conform in all material respects to the specifications contained in the Contract. Rejected Goods will be held at Seller’s risk for a reasonable time, to be returned or disposed of by Buyer at Seller’s written instruction and at Seller’s sole cost and expense. A failure by Buyer to reject nonconforming Goods in writing within thirty (30) days after receipt shall constitute an unqualified acceptance of such Goods by Buyer and a waiver by Buyer of all claims with respect thereto. Thereafter, nonconforming Goods shall be subject to the Warranty section.

(a) Seller warrants that (i) the Goods shall be new and good quality and shall conform to the specifications specifically set forth in the Order and title to the Goods shall be free from any security interest, lien or encumbrance upon Seller’s receipt of full payment for the Goods, and (ii) Seller shall perform the Services in a workmanlike manner in accordance with the specifications specifically set forth in the Order. (b) The foregoing warranties will last for the following period (the “Warranty Period”): (i) for Goods, eighteen (18) months after the date that the Goods are available for shipment or one (1) year after first start-up, whichever occurs first; and (ii) for Services, three (3) months after completion of the Services. If during the Warranty Period any Goods or Services prove not to meet the warranties set forth above, Seller will repair the Goods or supply identical or substantially similar replacement Goods EXW Seller’s manufacturing facility, at Seller’s sole discretion, or re-perform the Services (as applicable). Any replacement Goods or re-performed Services will be warranted for the unexpired portion of the Warranty Period applicable to the particular Goods or Services. (c) Seller will not be responsible for transportation costs or for the costs of removal, installation, re-installation or making of access of any Goods or other items, where such transportation, removal, installation, re-installation or making of access is required to repair or replace any defective Goods or to re-perform Services. Furthermore, Seller will not be responsible for and assumes no liability for materials or workmanship, labor costs or other related expenses for any work performed by Buyer or third parties (not authorized by Seller) in the repair or replacement of defective Goods or the re-performance of Services. (d) Seller’s warranties will be voided if (i) the Goods or the subject of the Services have not been stored, installed, maintained or operated in accordance with accepted industrial practice or any specific instructions provided by Seller; (ii) the Goods or the subject of the Services have been subjected to any accident, misapplication, environmental contaminant, corrosion, damage, debris, improper passivation, abuse or misuse; (iii) Buyer has modified the Goods or the subject of the Services without Seller’s prior written consent; (iv) Buyer has used or repaired the Goods or the subject of the Services after discovery of the defect without Seller’s prior written consent; (v) Buyer or any third party refuses to permit Seller to examine the Goods or the subject of the Services and operating data to determine the nature of the defect claimed; or (vi) Buyer fails to meet its financial obligations under the Contract. (e) Goods not manufactured by Seller are subject only to warranties of Seller’s vendors and Seller hereby assigns to Buyer all rights in such vendors’ warranties, however, Seller shall furnish to Buyer reasonable assistance in enforcing such rights. (f) Inexpensive items requiring repair or replacement and routine maintenance-related or consumable items shall be outside the scope of these limited warranties. (g) Seller’s performance guarantees, if any, shall be deemed to be met by a satisfactory demonstration of the guaranteed performance parameters during a performance test, which shall be the responsibility of Buyer and is to be based on test procedures as specified in the Order or, if not specified in the Order, to be based on test procedures mutually agreed upon by Seller and Buyer. In the absence of a performance test within sixty (60) days of delivery, unless otherwise specified in the Order, Seller’s performance guarantees are deemed to have been met. (h) All warranties or representations not specifically included on these Terms and Conditions, including those with respect to merchantability or fitness for any particular purpose whether expressed, implied, statutory or arising from a course of dealing, usage of the trade or otherwise with respect to any Goods or Services, are expressly excluded. No express or implied warranty is given as to the capacity, efficiency or performance of any Goods, except as may be provided in a separate written agreement signed by Seller. (i) Buyer’s remedies are specifically limited to the repair or replacement of the Goods or the re-performance of the Services, as applicable, during the warranty period, and are exclusive of all other remedies. Should these remedies be found inadequate or to have failed of their essential purpose for any reason whatsoever, Buyer agrees that return of the amount paid by Buyer to Seller for the Goods involved shall prevent the remedies from failing of their essential purpose and shall be considered by Buyer as a fair and adequate remedy.

No backcharges will be paid or allowed by Seller unless (i) Seller is notified in writing of Buyer’s intent to incur costs and (ii) Seller provides prior written approval of such backcharges.

Buyer is solely responsible for identifying and defining all processes, mechanical considerations, and site requirements, which may affect the performance, reliability or operation of the Goods or Seller’s performance of Services. Buyer represents that all information and data provided to Seller by or for Buyer is current, complete, and accurate. Buyer represents and warrants to Seller that Buyer has all necessary rights and permissions to provide all information provided by or on behalf of Buyer to Seller and shall indemnify Seller from any third party with respect to Seller’s use of such information in connection with the Contract.

In the event that Seller performs onsite services at Buyer’s facility, (a) Seller shall defend, indemnify and hold harmless Buyer against all damages, losses, costs, claims, liabilities, and expenses (including reasonable attorneys’ fees), resulting from bodily injury, including death, or damage to tangible property to a Third Party, to the extent caused by the negligent acts or omissions of Seller, its officers, directors, employees or agents (“Seller Group”); and (b) Buyer shall defend, indemnify and hold harmless Seller against all damages, losses, costs, claims, liabilities and expenses (including reasonable attorneys’ fees), resulting from bodily injury, including death, or damage to tangible property to a Third Party, to the extent caused by the negligent acts or omissions of Buyer, its officers, directors, employees or agents (“Buyer Group”). All liability, losses, damages, costs or expenses resulting from bodily injury, including death, or damage to tangible property to a Third Party, caused by the joint or concurring acts of Buyer Group and Seller Group, shall be borne by Buyer and Seller to the extent each is determined negligent either by agreement of the parties or by a court of competent jurisdiction. The term “Third Party” shall mean any person or entity that is not a member of Seller Group, Buyer Group, the end user of the Goods or subject of the Services, or any of its respective affiliates, parent(s), subsidiaries or any of their respective officers, directors, employees, agents, or subcontractors.

Upon the occurrence of any of the following events: (a) Seller has not received a payment due from Buyer hereunder by the date such payment is due under the Contract, and such failure remains uncured for a period of ten (10) business days after Buyer’s receipt of written notice from Seller of such non-payment; (b) Seller is unable to meet its warranty obligations and fails to commence to cure within ten (10) business days after Seller’s receipt of written notice from Buyer of such uncured obligation; or (c) Seller or Buyer fail to perform other material obligations in the Contract and such failure remains uncured for a period of thirty (30) business days after receipt of written notice from the other party of such uncured obligation, or if cure is not possible within that period, the defaulting party fails to make continuous and diligent efforts to cure, then the non-defaulting party, in its sole discretion and without prior notice (other than as provided above) to the defaulting party, may do any one or more of the following: (i) suspend performance under the Contract; or (ii) terminate the Contract, whereby any and all obligations of the defaulting party will, at the option of the non-defaulting party, become immediately due and payable or deliverable, as applicable. In the event of default by Buyer, Seller shall have the right to withhold delivery and/or sell the Goods to a third party and deduct from proceeds of such sale the purchase price and all reasonable costs resulting from the default. The prevailing party shall be entitled to recover all court costs, reasonable attorneys’ fees and expenses incurred by the prevailing party in connection with the default, and interest on past due amounts as set forth in the payment terms of the Contract.

If the Order specifies a delivery date, Seller shall use commercially reasonable efforts to meet the requested date.

Buyer may not cancel any part of the Contract except upon written notice and payment to Seller for (a) all Goods or Services completed prior to cancellation, (b) all costs incurred by Seller prior to cancellation, (c) all reasonable costs arising due to the cancellation, (d) unavoidable third party charges, and (e) a cancellation fee in the amount of twenty percent (20%) of the total price of the Contract. The parties agree that Seller’s damages following a termination of any part of the Contract by Buyer are difficult to determine and that the cancellation fee provided by this provision is a genuine pre-estimate of loss and not a penalty and is reasonable in light of the circumstances. Seller shall be entitled to the payments set forth above if Seller cancels or terminates the Contract pursuant to the Default and Suspension sections. Title to all works in progress and all materials not delivered to Buyer prior to the date of cancellation will remain with Seller.

(a) Buyer may only suspend the Order upon written notice to Seller, subject to payment of Seller’s costs. (b) If Buyer or any of its agents delays Seller’s performance due to failure to promptly approve drawings or procedures or due to any other action or non-action on part of Buyer or its agents: (i) Buyer shall reimburse Seller for all costs incurred up to the date of suspension and as a result of such delay (including costs of reactivation), (ii) the delivery time shall be adjusted, and (iii) milestone payments (if applicable) will be adjusted to keep Seller whole for costs incurred up to the date of delay or suspension. (c) If, due to any action or non-action on the part of Buyer or its agents, Seller is delayed for more than fortyfive (45) days, or such longer period of time as deemed reasonable by Seller in its sole discretion, Seller may elect to cancel the Order.

Seller will exercise reasonable efforts to fill all orders according to the agreed schedule(s); provided, however, that Seller shall not be responsible for any damages or delays caused by acts of God, acts of civil or military authorities, fires, strikes, floods, epidemics, quarantines, restrictions of government, war, riots, transportation delays, obtaining necessary engineering talent, labor, materials or manufacturing facilities, or any other cause beyond its reasonable control. In the event of any such delay, the delivery date shall be extended for such length of time as may be reasonably necessary.

The rights and duties under the Contract are not assignable or transferable by Buyer or Seller, in whole or in part, by operation of law or otherwise, without the prior written consent of the non-assigning party, which consent may not be unreasonably withheld, delayed, or conditioned. Notwithstanding, upon written notice, Buyer or Seller may assign this Contract in whole or in part to any of its affiliates which are as equally creditworthy and provided such affiliate is compliant with all applicable laws. Any assignment or attempted assignment in contravention of the foregoing shall be null and void. Any assignee is subject to all of the obligations, liabilities, waivers and limitations of this Contract.

The Contract (including Section 20, ARBITRATION), and its execution, performance, interpretation, construction and enforcement, shall be governed by the law, both procedural and substantive, of England, without regard to its conflicts of law rules; and all claims relating to or arising out of the Contract, including breach, and formation, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of England, excluding choice-of-law principles.

All disputes, claims, controversies or differences which may arise out of, or in relation to, or in connection with, the Contract including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this Section, a “Dispute”), shall be resolved in accordance with this Section. All Disputes shall be referred to and finally resolved by arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (for the purpose of this Section, the “Rules”). The Rules are incorporated by reference into this Section and capitalized terms used in this Section which are not otherwise defined in the Contract have the meaning given to them in the Rules. The Dispute will be referred to Arbitration upon service of a written request for Arbitration (an “Arbitration Request”) by Seller or Buyer upon the other party. Such Arbitration Request made pursuant to this Section shall be served by registered post at the address given for the sending of notices under this Contract under Section 21 NOTICE. The number of arbitrators shall be three. Seller shall appoint one arbitrator, Buyer shall appoint one arbitrator, and Buyer and Seller shall mutually nominate the chairman. If the parties cannot agree on such appointment, the chairman shall be appointed pursuant to the Rules. Seller and Buyer expressly agree and consent to this procedure for nominating and appointing the Arbitral Tribunal. The seat, or legal place, of arbitration shall be London, England. The language used in the arbitral proceedings shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by a certified English translation.

All official notices, made under this Contract must be made via certified or registered mail with return receipt, postage prepaid addressed to the party to whom such notice is given at the address of such party stated in the Contract. All other communications or transmittals under the Contract shall be in writing and shall be deemed received on the day of delivery if personally hand delivered or sent by facsimile or electronic transmission (with written confirmation of the completed transmittal).

This Contract supersedes all prior negotiations, discussions, and dealings concerning the subject matter hereof, and shall constitute the entire agreement between Seller and Buyer concerning the subject matter hereof. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, from either party to the other, other than as contained in this Contract. No party shall claim any amendment, modification or release of any provisions hereof unless the same is in writing and signed by Buyer and Seller. No waiver by Buyer or Seller of any breach of any terms, conditions or obligations under the Contract shall be deemed a waiver of any continuing or subsequent breach of the same or any other terms, conditions or obligations hereunder.

The Contract may be digitally copied and stored on electronic storage media or devices (the “Imaged Agreement”). The Imaged Agreement (once digitally regenerated to paper form), and any facsimile, and all computer records of the foregoing, if introduced as evidence in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form and neither party shall object on the basis that such business records were not originated or maintained in documentary form under any rule of evidence.

In no event shall Seller be liable for any penalty or any damages to the Buyer, its customers, agents or any third party with respect to any loss of production, loss of use, loss of other goods, loss of orders, loss of profits, substitution costs, loss of revenues, down-time costs or any costs associated with the failure of the products or services and/or the removal of products from service, or any other special, indirect, consequential, tort, exemplary, punitive or incidental damages, regardless of the cause or the legal theory therefore, including late delivery. Seller’s liability, if any, is limited to the above warranty, and payment received from the customer for the products in question. This exclusion also includes any liability which may arise out of third party claims against Buyer. Seller assumes no obligations or liability of any kind with respect to infringements or alleged infringements of patents, copyrights, trademarks, or other proprietary rights arising out of customer’s purchase, use, or possession of Seller’s products.

Seller and Buyer are independent contractors only and are not partners, master/servant, principal/agent or involved herein as parties to any other similar legal relationship with respect to the transactions contemplated under the Contract or otherwise, and no fiduciary, trust, or advisor relationship, nor any other relationship imposing vicarious liability shall exist between the parties under the Contract or otherwise at law.

The Contract is solely for the benefit of, and shall inure to the benefit of, Buyer and Seller, and shall not otherwise be deemed to confer upon or give to any third party any right, claim, cause of action or other interest herein.

The invalidity or unenforceability of any provision of the Contract shall not affect the validity or enforceability of its other provisions and the remaining provisions shall remain in full force and effect.

Except as provided in a separate written confidentiality agreement, all information that Buyer acquires from Seller hereunder, directly or indirectly, and all information that arises out of the sale of the Goods and/or Services hereunder, concerning such Goods, Services, and/or proprietary processes involved, including, but not limited to, information concerning Seller’s current and future business plans, information relating to Seller’s operations, know-how, and other Seller-furnished information shall be deemed Seller’s “Proprietary Information”. Buyer shall (a) hold Seller’s Proprietary Information in strictest confidence, (b) not disclose it to others and (c) use it solely for purposes of the Contract.

The provisions addressing indemnity, confidentiality, limitation of liability, and all other provisions which by their nature are intended to survive, shall survive expiration or termination of the Contract.

The captions and section headings set forth in the Contract are used for convenience only and shall not be used in defining or construing any of the terms and conditions set forth in the Contract. The term “days”, as used herein, shall mean actual days occurring, including, Saturdays, Sundays and holidays where banks are authorized to be closed in the city where Seller’s chief executive office is located. The term “business days” shall mean days other than Saturdays, Sundays and holidays where banks are authorized to be closed in the city where Seller’s chief executive office is located. The term “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific items immediately following it. Unless the context indicates otherwise, words importing the singular number shall include the plural and vice versa, and words importing person shall include firms, association, partnerships and corporations, including public bodies and governmental entities, as well as natural persons, and words of masculine gender shall be deemed to include correlative words of the feminine gender and vice versa as the circumstances may require.