1.    Limited Warranty; Disclaimer; Limitation of Warranties and Remedies.  Dalchem Pty Ltd. warrants to the purchaser (“Buyer”) of products (“Product”) from DALCHEM PTY LTD that the Product is supplied in accordance with the specifications.  These specifications are available upon request.

TO THE EXTENT PERMITTED BY LAW:

      a.   This warranty does not cover test data or any defects, damages or other harm caused to any extent or in any way by (i) the failure of Buyer or Buyer’s customers to follow any applicable DALCHEM PTY LTD instructions, if any, or (ii) the abuse or misuse of the Product. 

      b.   This limited warranty is in place of all other conditions and warranties, express or implied. 

C.    Dalchem Pty Ltd expressly disclaims any other conditions and warranties, including conditions and warranties of merchantability and fitness for a particular purpose. 

D.   Although Dalchem or a Dalchem employee may suggest a product or application for a product, it is the responsibility of the buyer to test and determine the suitability of the product for any intended use or purpose. 

E.   For any valid claim presented by buyer under this warranty, Dalchem Pty Ltd will replace the product, or at its option, refund or credit the purchase price. 

F.    This replacement/refund remedy is buyer’s exclusive remedy against Dalchem Pty Ltd. 

G.   Buyer agrees that no other remedy (including but not limited to lost profits, lost sales, injury to person or property or any other incident or consequential loss) will be available to buyer for claims arising out of a breach of warranty regardless of the legal theory (contract, tort or other).

H.   In no event will Dalchem Pty Ltd be obligated to pay damages to buyer for any amount exceeding the price that buyer paid for the product.

I.    Except as otherwise provided herein, neither party will be liable to the other for indirect, incidental, punitive, special or consequential damages arising out of or in connection with this agreement, including but not limited to, loss of profits or other economic loss. 

J.    This Agreement confers no rights or remedies on any third parties, whether as third party beneficiaries or otherwise.

      K.   Upon delivery of the Products, Buyer shall inspect Products and within seven (7) days deliver to DALCHEM PTY LTD notice in writing of any claim against DALCHEM PTY LTD.  If no such notice is received by DALCHEM PTY LTD within those (7) days, the Products shall be deemed to be in all respects in accordance with the order and Buyer shall be bound to accept and pay for the same accordingly and Buyer shall have no claims against DALCHEM PTY LTD.

2.   Delivery.  Deliveries will be Ex Works DALCHEM PTY LTD’s manufacturing facility or warehouse, unless otherwise designated by DALCHEM PTY LTD.  DALCHEM PTY LTD will not be liable for any delay in production or delivery due to any cause whatsoever beyond the reasonable control of DALCHEM PTY LTD.  DALCHEM PTY LTD will not be liable for any damage to or loss of Product following delivery to the Ex Works point, including any damage or loss in transit.

3.   Order Acceptance.  All orders placed by Buyer are subject to acceptance by DALCHEM PTY LTD.  Unless otherwise agreed, delivery times will be from the date of receipt of Buyer’s payment in full for the purchase order. 

4.   Terms of Payment and Price.  Payment must be made in full prior to the goods being shipped. Prices will be in accordance with DALCHEM PTY LTD’s prices in effect at the date of shipment. Pricing errors may be corrected at any time. Dalchem reserves the right to vary prices and freight costs without notice at their discretion. We take all reasonable steps to keep internet published prices current. If a published price or freight charge is deemed incorrect by Dalchem Pty Ltd we may at our discretion advise the customer that the product can be supplied only at the correct price with correct freight costs, and the customer will be liable for payment of the difference prior to shipping. The customer may at their option elect to receive a refund of monies paid for goods not supplied. Any taxes or other charges imposed upon the purchase or resale of products will be paid by Buyer.  DALCHEM PTY LTD may refuse orders; require prepayment in full, if all prior invoices are not paid in full or if DALCHEM PTY LTD reasonably deems such steps necessary to secure payment.   All payments that are past due will be subject to a late payment penalty of 1 ½% per month or the maximum legal rate, whichever is less.

5.   Security and Collection.  As further security for payment hereunder, Buyer hereby grants DALCHEM PTY LTD a security interest in all inventory and agrees to execute and deliver documents reasonably requested by DALCHEM PTY LTD to perfect this interest.  Buyer further agrees to pay to DALCHEM PTY LTD all reasonable and necessary costs of collection hereunder, including reasonable attorney’s fees.

6.   Title. Ownership and property shall pass from the DALCHEM PTY LTD to Buyer upon delivery of the Products.  However if payment is not made within the agreed payment terms, then DALCHEM PTY LTD shall without prejudice to any other remedies, be entitled to enter the premises where the Products are situated and re-take possession of the Products.  Upon the appointment of Receiver, Receiver and Manager, Liquidator or Mortgagee in possession of the business of the Buyer, ownership of any Products for which the DALCHEM PTY LTD has not been paid will immediately revert to the DALCHEM PTY LTD notwithstanding that the due date for payment may not have elapsed.  The DALCHEM PTY LTD is hereby granted an irrevocable license to enter such premises for the purpose of repossessing the Products and upon the re-taking of possession the DALCHEM PTY LTD shall have title to such Products.