Terms & Conditions
of Purchase

THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS ATTACHED TO AND MADE A PART OF THIS ORDER, PROVIDED, HOWEVER, IF THE PARTIES HAVE ENTERED INTO A SEPARATE MASTER AGREEMENT, SUCH AGREEMENT SHALL GOVERN THIS ORDER AND SUPERSEDE THE ATTACHED TERMS AND CONDITIONS. IF NO MASTER AGREEMENT EXISTS BETWEEN PARTIES, ACCEPTANCE OF THIS ORDER CONSTITUTES

ACCEPTANCE OF THE ATTACHED TERMS AND CONDITIONS.

******************NuCera Solutions LLC Requirements******************

Please adhere to the following:

–  We must have a current copy of your SDS for all applicable products purchased

– All pipes, valves, fittings, etc. shipments must have the Mill Test Reports and Country of Origin documentation

– All shipments must be accompanied by the Certificate of Analysis and SDS

– Purchase Order number and the NuCera product code should be referenced on all documentation and containers

– Any shipment delays must be promptly communicated via e-mail to the Purchase Order Buyer.

To the extent that goods covered by this order are to be introduced into the NuCera Solutions LLC supply chain, seller shall implement cargo security standards that meet or exceed those of the WCO Framework of Standards to Secure and Facilitate Global Trade, including recommendations and requirements of the US Customs-Trade Partnership Against Terrorism (C-TPAT) program. Upon request, seller shall certify in writing and/or demonstrate to NuCera Solutions LLC its compliance with these cargo security measurements.

The present Purchase Order is issued by NuCera Solutions LLC (also referred to as “Buyer” or “Purchaser”) to the supplier entity specified above (also referred to as “Seller” or “Supplier”) for the supply from Seller to Buyer of the goods,

documents and/or services as set forth in this Purchase Order and in the documents referenced herein (collectively, the “Supply”).

Seller hereby expressly agrees to be bound by and strictly comply with all terms and conditions set forth in this Purchase Order, in the applicable frame agreement(s) and/or in the applicable Standard Terms of Purchase, as referenced below (collectively, this Purchase Order, the applicable frame agreement(s) and /or the applicable Standard Terms of Purchase shall be referred to as the “Order”, including any amendments, supplements, specifications, and other documents annexed to or expressly referenced in the Order).

In the event of conflict or inconsistency among the documents listed below, the following order of precedence shall apply (documents listed first shall prevail over documents listed thereafter):

(A) The terms of any “Master Services Agreement” or “Strategic Supplier Agreement” or other frame agreement between Purchaser and Supplier pursuant to which the Purchase Order is being expressly issued (it being expressly agreed that in such frame agreement, the special term shall prevail over the general terms);

(B) The terms set forth on the face of this Purchase Order;

(C) In the absence of any frame agreements clearly applicable under (A) above, and/or for all matters not discussed in such framework agreements, the applicable NuCera Solutions Standard Terms of Purchase which are annexed hereto and/or available at the following link: https://nucerasolutio1.wpenginepowered.com/Resources.

(D) The special terms set forth in the “Supplier Quality Requirements” are available at the following link: https://nucerasolutio1.wpenginepowered.com/Resources.

For all directives, specifications, regulations and/or other documents, in the absence of a dated reference, the latest version shall apply.

Issuance by Buyer of this Purchase Order shall not constitute an acceptance by Buyer of any of Seller’s offers to sell, quotations, or other proposals. Reference in this Order to any such offers to sell, quotations, or proposals shall in no way constitute a modification of any terms of this Order, which shall always prevail over such offers, quotations, or proposals. Seller understands and expressly agrees that the terms of this Order (including, inter alia, the Standard Terms of Purchase) shall apply to the Supply even though the Supply is provided under Seller’s contradictory terms. ANY ACCEPTANCE OR ACKNOWLEDGEMENT OF THIS ORDER BY SELLER (INCLUDING WITHOUT LIMITATION BY BEGINNING PERFORMANCE OF ANY OF THE WORK OR ACTIVITIES CALLED FOR IN THIS ORDER). EVEN IF CONTAINING OR REFERENCING TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THIS ORDER SHALL BE DEEMED AS A FULL ACCEPTANCE BY SELLER OF THIS ORDER, AND THE INCONSISTENT OR ADDITIONAL TERMS SHALL BE DEEMED INEFFECTIVE, UNLESS THEY WERE SPECIFICALLY AND EXPRESSLY ACCEPTED BY BUYER IN WRITING.

By delivering the Supply requested in this Purchase Order, you expressly and fully agree on behalf of the Supplier to the following:

(i)      You represent that you are authorized to bind Supplier to this Order;

(ii)     You acknowledge that you have read and agree to be bound by all applicable terms, including the Standard Terms of Purchase, which are incorporated herein by reference; and

(iii)     You agree that any acknowledgement or acceptance of this Order, including without limitation by beginning performance of any of the work or activities called in this Order will be deemed to effect your signature of this order, including applicable Standard Terms of Purchase incorporated herein by reference with the intent to create a binding record of agreement on behalf of Supplier with the same legal effect, validity, and enforceability of a handwritten signature and paper document.