Acculabs | www.acculabs.com/terms | Rev. 2026

These Terms and Conditions of Sale (“Agreement”) govern all sales of Goods and provision of Services by Seller. This Agreement may not be varied or added to except by a writing signed by Seller’s duly authorized representative. Any inconsistent terms in Buyer’s order, confirmation, or other communication will not be binding on Seller.

PART I – GENERAL PROVISIONS

  1. DEFINITIONS. “Seller” means the entity identified on the applicable invoice or order confirmation. “Buyer” means the purchaser of Goods or Services. “Goods” means all products, chemicals, materials, and commodities sold by Seller. “Services” means consulting, laboratory analysis, process launch support, environmental reporting, and any other services provided by Seller. “Hazardous Materials” means any Goods classified as hazardous under applicable federal, state, or local law, including without limitation the Occupational Safety and Health Act (OSHA), the Hazard Communication Standard (29 C.F.R. § 1910.1200), U.S. Department of Transportation (DOT) regulations, and the Resource Conservation and Recovery Act (RCRA).
  2. ORDER ACCEPTANCE. All orders are subject to written acceptance by Seller. Seller reserves the right to decline any order for any reason. Acceptance of an order does not constitute a waiver of any provision of this Agreement.
  3. PRICING. Prices for Goods are fixed at the time of Seller’s written order acknowledgment. Notwithstanding the foregoing, prices for commodity metals and commodity chemicals are subject to market availability and Seller reserves the right to adjust pricing for unconfirmed or open orders affected by significant market disruption, upon notice to Buyer. All prices are exclusive of applicable taxes, freight, and other charges unless expressly stated otherwise.
  4. TAXES. All sales, excise, and similar taxes which Seller may be required to pay or collect with respect to Goods or Services shall be for the account of Buyer, except as otherwise provided by law.
  5. FREIGHT AND TRANSPORTATION. Except as otherwise provided herein, Seller shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage, or similar charges. Any increase in freight rates becoming effective after the date of order confirmation shall be for the account of Buyer.
  6. DELIVERY & FORCE MAJEURE. Seller shall not be responsible for delays in delivery or any failure to deliver due to causes beyond Seller’s control, including but not limited to acts of God, war, mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, fires, floods, strikes, lockouts, other labor difficulties, shortages or unavailability of raw materials, or inability to obtain shipping space or transportation. If shortage occurs in Seller’s supply of specific items, Seller may prorate deliveries; portions of orders undelivered at month’s end due to this cause may be cancelled by Seller. Force majeure provisions apply equally to delays in the performance of Services.
  7. CANCELLATION. Buyer may not cancel any order for delays in delivery without providing at least thirty (30) days prior written notice of intention to do so, and in no event after Goods have left Seller’s shipping point.
  8. CLAIMS. Buyer must give written notice to Seller of any claim promptly upon receipt of Goods, and in no event later than fifteen (15) days thereafter. Seller shall be afforded a reasonable opportunity to inspect. Failure to timely notify Seller shall be conclusive that Seller has satisfactorily performed.
  9. INSTALLMENT DELIVERIES. Unless otherwise expressly stated, Seller may make delivery in installments. All installments shall be separately invoiced and paid when due without regard to subsequent deliveries. Failure to pay any installment when due shall excuse Seller from making future deliveries.
  10. CREDIT; INSOLVENCY. If credit is extended to Buyer, Seller may revoke such credit at any time if Buyer fails to pay for any Goods or Services when due, and may demand payment before further shipment or performance. Seller may also unilaterally modify credit terms, require prepayment, or suspend shipments at any time in its sole discretion. If Buyer makes an assignment for the benefit of creditors, becomes insolvent, or is subject to bankruptcy or receivership proceedings: (1) Buyer shall not accept delivery of any Goods; (2) title to Goods shall remain in Seller or Seller may rescind any title transfer; (3) Buyer shall return all Goods to Seller freight prepaid upon request; and (4) Seller may terminate this Agreement by written notice. All rights and remedies of Seller are cumulative, not alternative.

PART II — SALE OF GOODS: WARRANTIES & LIABILITY

The following provisions of Part II apply specifically and exclusively to the sale of Goods. Services are governed separately under Part IV. This distinction is intentional; the warranty disclaimers and liability limitations set forth in this Part II are UCC-based protections applicable to goods transactions and shall not be construed to limit or expand any services-specific provisions.

  1. WARRANTIES — GOODS. SELLER MAKES NO WARRANTIES WITH RESPECT TO GOODS, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. No affirmation of fact or promise made by Seller, and no description, sample, or model, shall create a warranty unless expressly incorporated in writing into this Agreement. SELLER’S DISCLAIMER OF IMPLIED WARRANTIES IS CONSPICUOUS AND INTENTIONAL. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS REGARDING THE SUITABILITY OF ANY GOODS FOR BUYER’S INTENDED APPLICATION, AND THAT BUYER IS SOLELY RESPONSIBLE FOR DETERMINING SUITABILITY.
  2. LIMITATION OF LIABILITY — GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY PROSPECTIVE PROFITS, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THE SALE OR USE OF GOODS, WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL LIABILITY FOR DAMAGES OR CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THE GOODS SHALL IN NO CASE BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. THE EXCLUSION OF CONSEQUENTIAL AND INDIRECT DAMAGES IS AN INDEPENDENT LIMITATION AND SHALL APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE UNDER UCC § 2-719 OR OTHERWISE.
  3. CUSTOMER APPLICATION RESPONSIBILITY — GOODS. Buyer is solely responsible for: (a) determining the suitability of Goods for Buyer’s specific application, process, substrate, and operating conditions; (b) testing and validating Goods prior to use in production; (c) ensuring that process parameters, bath chemistry maintenance, substrate preparation, line operation, and operator conduct are appropriate for the intended application; and (d) complying with all applicable regulatory, environmental, and safety requirements. SELLER DOES NOT CONTROL BUYER’S PROCESS VARIABLES, OPERATING CONDITIONS, SUBSTRATE CHARACTERISTICS, OR LINE OPERATIONS. ANY TECHNICAL RECOMMENDATIONS, PROCESS GUIDANCE, OR APPLICATION SUGGESTIONS PROVIDED BY SELLER ARE ADVISORY ONLY AND DO NOT CONSTITUTE A GUARANTEE OR WARRANTY OF RESULTS. BUYER ACKNOWLEDGES THAT SELLER’S TECHNICAL ADVICE AND RECOMMENDATIONS ARE BASED ON GENERAL INDUSTRY KNOWLEDGE AND INFORMATION PROVIDED BY BUYER. SUCH ADVICE IS NOT A SUBSTITUTE FOR BUYER’S OWN TESTING, VALIDATION, AND PROFESSIONAL JUDGMENT.
  4. TOLERANCES & SPECIFICATIONS. Seller shall not be liable for normal variations in tolerance, dimensions, weights, or quality. Weights, sizes, and quantities determined at Seller’s plant or other source of supply shall be conclusive.
  5. NO RETURNS — GOODS. All sales of Goods are final. Seller does not accept returns, including without limitation spent, partially used, or processed chemicals. Returns may be accepted only in exceptional circumstances with the express prior written authorization of Seller’s duly authorized representative, which may be withheld in Seller’s sole discretion. Unauthorized returns will be refused and returned to Buyer at Buyer’s expense.

PART III — HAZARDOUS MATERIALS

  1. HAZARDOUS MATERIALS — REGULATORY COMPLIANCE. Buyer acknowledges that certain Goods sold hereunder are or may be classified as Hazardous Materials. Buyer represents and warrants that it: (a) is knowledgeable about all applicable federal, state, and local laws and regulations governing the receipt, handling, storage, use, transportation, treatment, and disposal of Hazardous Materials; (b) shall fully comply with all such laws and regulations, including without limitation OSHA Hazard Communication Standard requirements (29 C.F.R. § 1910.1200), DOT hazardous materials transportation regulations (49 C.F.R. Parts 100–185), and all applicable environmental laws; and (c) maintains all permits, licenses, and approvals required for the receipt and use of the Goods.
  2. SAFETY DATA SHEETS & TRAINING. Seller shall provide a Safety Data Sheet (SDS) in compliance with 29 C.F.R. § 1910.1200 for each product classified as a hazardous chemical. Buyer is responsible for: (a) ensuring that its employees, contractors, and agents receive Hazard Communication training prior to handling any Hazardous Materials; (b) maintaining access to applicable SDSs at all locations where Goods are used or stored; and (c) providing appropriate personal protective equipment. Seller’s provision of an SDS does not limit or modify Buyer’s independent regulatory compliance obligations.
  3. RISK OF LOSS; POST-DELIVERY RESPONSIBILITY. Buyer assumes all risk and liability for Goods upon delivery to common or private carrier at shipping point. Seller shall not be liable for any loss or damage to persons or property resulting from the Goods or their handling after delivery. Buyer is solely responsible for: (a) safe storage and handling of Goods in accordance with applicable SDS requirements; (b) proper disposal of Goods, waste materials, spent chemistry, and empty containers in compliance with all applicable laws; and (c) worker safety in connection with all Goods.
  4. PROPRIETARY FORMULATIONS; NO REVERSE ENGINEERING. Seller’s Goods may include proprietary formulations and trade secrets. Buyer shall not, directly or indirectly: (a) attempt to reverse engineer, analyze, deconstruct, or determine the composition of any Goods sold hereunder; (b) disclose or make available to any third party any information derived from such analysis; (c) use such information to develop, replicate, or improve competing products or processes; (d) replicate or derive process outcomes using knowledge or insights gained from Seller’s Goods, technical guidance, or consulting relationship for competitive purposes; or (e) authorize or assist any third party to do any of the foregoing. This prohibition applies to all Goods shipped under Seller’s label. BREACH OF THIS SECTION SHALL ENTITLE SELLER TO SEEK EMERGENCY INJUNCTIVE RELIEF AND ALL OTHER AVAILABLE REMEDIES WITHOUT POSTING BOND. BUYER ACKNOWLEDGES THAT MONETARY DAMAGES ALONE WOULD BE INADEQUATE TO COMPENSATE SELLER FOR SUCH BREACH.

PART IV — SERVICES: WARRANTIES & LIABILITY

The following provisions of Part IV apply specifically and exclusively to Services. The liability framework for Services is distinct from and independent of the goods liability framework in Part II. Services include consulting, laboratory analysis, process launch support, environmental reporting, and related professional activities.

  1. SCOPE OF SERVICES. Seller shall perform Services as described in the applicable quotation, purchase order, or written engagement letter. Any request for services beyond the agreed scope — including additional samples, extended analysis, expanded reporting, or additional consulting time — requires separate written authorization from Buyer and will be invoiced as additional charges. Seller is not obligated to perform out-of-scope work absent such written authorization. For larger or more complex engagements (including new process line launch support involving equipment vendors), Seller may require a separate written agreement governing scope, milestones, and responsibilities.
  2. WARRANTIES — SERVICES. Seller warrants that Services will be performed in a professional and workmanlike manner consistent with applicable industry standards at the time of performance. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SERVICES, INCLUDING ANY WARRANTY THAT SERVICES WILL ACHIEVE ANY PARTICULAR OUTCOME OR RESULT. ALL TECHNICAL RECOMMENDATIONS, PROCESS GUIDANCE, AND CONSULTING OUTPUTS ARE ADVISORY ONLY AND ARE NOT GUARANTEES OF PERFORMANCE, COMPLIANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT SELLER’S SERVICES ARE PROVIDED ON THE BASIS OF INFORMATION AND DATA SUPPLIED BY BUYER AND GENERAL INDUSTRY KNOWLEDGE. SELLER CANNOT AND DOES NOT GUARANTEE RESULTS, REGULATORY COMPLIANCE, OR SUITABILITY OF ANY RECOMMENDATION FOR BUYER’S SPECIFIC CONDITIONS.
  3. LIMITATION OF LIABILITY — SERVICES. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, PROFESSIONAL LIABILITY, OR ANY OTHER THEORY, SHALL IN NO CASE EXCEED THE TOTAL FEES ACTUALLY PAID BY BUYER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO SERVICES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF CONSEQUENTIAL AND INDIRECT DAMAGES IS AN INDEPENDENT LIMITATION APPLICABLE TO SERVICES AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY ASSERTED.
  4. LABORATORY ANALYSIS & ENVIRONMENTAL REPORTS. Laboratory analysis reports and environmental compliance reports (including without limitation RD-115 wastewater discharge reports and similar regulatory submissions) are prepared solely for Buyer’s use. Buyer may submit such reports to applicable regulatory authorities as required by law. NO OTHER THIRD PARTY MAY RELY UPON, REPRODUCE, OR DISTRIBUTE SUCH REPORTS WITHOUT SELLER’S PRIOR WRITTEN CONSENT. SELLER’S REPORTS ARE PREPARED BASED ON DATA, SAMPLES, AND INFORMATION PROVIDED BY BUYER AT THE TIME OF TESTING AND ARE NOT GUARANTEES OF REGULATORY COMPLIANCE OR ONGOING ACCURACY. Seller shall not be liable for any inaccuracies, errors, or omissions in reports arising from inaccurate, incomplete, or unrepresentative data or samples provided by Buyer. Buyer represents and warrants that all data and samples provided to Seller are accurate, complete, and representative of the conditions being reported.
  5. OWNERSHIP OF DELIVERABLES. Upon receipt of full payment, Seller assigns to Buyer all right, title, and interest in the specific written deliverables (including laboratory reports, environmental reports, and written process documentation) produced for Buyer under this Agreement. Seller retains all rights to its underlying methodologies, know-how, proprietary analytical techniques, templates, and general process knowledge. Buyer’s use of deliverables is limited to Buyer’s internal operations and regulatory submissions; Buyer shall not use deliverables to replicate Seller’s processes, develop competing services, or enable any third party to do so. Seller may retain copies of all deliverables for its records.

PART V — INTELLECTUAL PROPERTY

  1. SELLER INTELLECTUAL PROPERTY. Nothing in this Agreement transfers to Buyer any ownership of or license to Seller’s patents, trade secrets, proprietary formulations, processes, methodologies, templates, or other intellectual property, except as expressly set forth in Section 24 with respect to specific written deliverables. Buyer acquires only the right to use Goods for their intended purpose in Buyer’s operations and to use deliverables as permitted under Section 24.

PART VI — INDEMNIFICATION

  1. BUYER INDEMNIFICATION. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Buyer’s misuse, mishandling, improper storage, unauthorized alteration, improper application, or improper disposal of Goods after delivery; (b) Buyer’s failure to follow Seller’s technical recommendations, safety guidance, or SDS instructions; (c) Buyer’s failure to comply with applicable laws and regulations, including those governing Hazardous Materials; (d) Buyer’s breach of any representation, warranty, or obligation under this Agreement; (e) inaccurate or incomplete data or samples provided by Buyer in connection with Services; (f) regulatory violations tied to Buyer’s operations, processes, or use of Goods; and (g) any third-party claims (including regulatory claims) arising out of Buyer’s use or misuse of Seller’s reports, recommendations, or deliverables.
  2. CONTAINERS. Carboys, drums, barrels, or other returnable containers are Seller’s property, loaned to Buyer. Buyer shall make a deposit equal to Seller’s current replacement price at time of shipment, payable when the invoice for the contents is paid. Buyer shall use such containers only for Seller’s Goods originally delivered therein and shall return them in good condition (f.o.b. Seller’s shipping point) within six (6) months of receipt. Seller shall credit the deposit upon return. Buyer is liable for the replacement cost of containers not returned or returned in damaged or altered condition beyond normal wear. An environmental surcharge may be assessed upon return.

PART VII — PAYMENT TERMS

  1. CREDIT TERMS. Payment terms are subject to Seller’s credit approval process. Buyer may be required to complete a credit application prior to the extension of any credit terms. Seller reserves the right to approve, deny, modify, or revoke credit terms at any time in its sole discretion, without prior notice. Seller may require prepayment or cash in advance at any time. Where credit is approved, net payment terms (typically net thirty (30) days from date of invoice) will be specified in the applicable credit approval or invoice. Buyer shall not assume credit terms apply to any transaction absent written confirmation from Seller.
  2. SERVICE DEPOSITS. Seller may require advance payment or a deposit for Services prior to commencing work, as specified in the applicable quotation or engagement letter. Deposits are non-refundable except as expressly stated in writing by Seller.
  3. LATE PAYMENT. Amounts not paid within thirty (30) days of due date will incur interest at the lower of 1½% per month or the highest rate allowed under applicable law, applied to the overdue balance after deducting current payments and credits. If Buyer’s account is referred to Seller’s attorney for collection, Buyer shall pay all collection costs including interest charges and attorneys’ fees.

PART VIII — GENERAL

  1. GOVERNING LAW; CISG EXCLUSION. This Agreement shall be governed by and construed according to the laws of the State of Illinois, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to any transaction governed by this Agreement.
  2. DISPUTE RESOLUTION. The parties shall attempt in good faith to resolve any dispute through negotiation. If negotiation fails, the parties shall submit the dispute to non-binding mediation administered by JAMS in Chicago, Illinois. If mediation does not resolve the dispute within sixty (60) days of the mediator’s appointment (or such longer period as agreed), either party may submit the dispute to final and binding arbitration administered by JAMS in Chicago, Illinois, under JAMS Comprehensive Arbitration Rules. The prevailing party in arbitration shall be entitled to recover its reasonable attorneys’ fees and arbitration costs from the non-prevailing party. Either party may elect small claims court for disputes involving $25,000 or less. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK EMERGENCY INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION AT ANY TIME, INCLUDING WITHOUT LIMITATION TO PROTECT INTELLECTUAL PROPERTY, PREVENT REVERSE ENGINEERING, OR ENFORCE CONFIDENTIALITY OBLIGATIONS, WITHOUT WAIVING THE RIGHT TO ARBITRATE THE UNDERLYING DISPUTE.
  3. EXPORT COMPLIANCE. Buyer shall comply with all applicable U.S. and foreign export control laws and regulations. Buyer represents that it is not on any restricted party list and that Goods and Services will not be used for any prohibited end use or re-exported in violation of applicable law.
  4. MODIFICATIONS. This Agreement may not be modified or terminated orally. No modification, termination, or waiver shall be valid unless in writing, signed by Seller’s duly authorized representative.
  5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Section headings are for convenience only and shall not affect interpretation.

Acculabs Terms and Conditions of Sale | Rev. 2026 | www.acculabs.com/terms