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The following terms and conditions of purchase (“Purchase Order Terms and Conditions”), (i) as they appear below and on the face or back of any purchase order, and (ii) as they are amended and appear at at the time of purchase, govern the purchase of all materials, goods (“Goods”) or services (“Services”) purchased by Fairmount Santrol Inc. or its affiliates (hereinafter called “Buyer”) from any vendor or seller thereof (hereinafter called “Seller”), and apply notwithstanding any conflicting, contrary or additional terms and conditions in any quotation, order acknowledgment, confirmation form, acceptance invoice, bill of lading or other document or communication from Seller. By selling, shipping or performing the Goods or Services, as the case may be, Seller confirms that the terms and conditions apply to the Buyer’s purchase of the Goods. The terms and conditions set forth below and on the face or back hereof and as they appear on Buyer’s website at, as the case may be, constitute all of the terms of this Agreement between Buyer and Seller. No course of prior dealings or performance between the parties or usage in the trade shall be relevant to supplement or explain any terms used in this Agreement. No modification or waiver of these conditions of sale shall be binding upon Buyer unless approved by Buyer in writing. ANY CONFLICTING WARRANTIES, TERMS AND CONDITIONS IN THE INVOICE, ORDER ACKNOWLEDGMENT, QUOTATION, BID OR ANY OTHER OF SELLER’S DOCUMENTS SHALL BE CONSIDERED MATERIAL ALTERATIONS, WILL BE OF NO BINDING EFFECT, AND ARE HEREBY SPECIFICALLY OBJECTED TO AND REJECTED BY BUYER. Each purchase order issued by Buyer, together with the agreements, specifications or other documents of Buyer noted herein, if any, and including these Purchase Order Terms and Conditions (collectively, such purchase order and such additional documents are herein referred to as an “Order”), constitutes the COMPLETE AND FINAL AGREEMENT of Buyer and Seller with respect to the purchase of the Goods and Services contemplated by such Order.

1. AGREEMENT. As written, each Order becomes a binding contract on the terms set forth herein, when accepted by Seller via a formal written acknowledgement to Buyer or by commencement of any of the work called for under this Order. Each Order expressly limits acceptance to the terms and conditions stated therein, and any additional or different terms proposed by Seller, including an order acknowledgement, are objected to and rejected unless expressly agreed to in writing by Buyer.

      Buyer has relied on the specific identity, skills and ability of the Seller in entering into each Order, and Seller may not assign, transfer or subcontract any portion of any Order, including any interest in moneys payable thereunder, without the prior written consent of Buyer, and any assignment, transfer or subcontract made without such consent shall be null and void. Seller, if any term or provision of this order or the application thereof shall be deemed invalid or unenforceable, the remaining portions shall not be affected thereby and shall be valid and enforced to the fullest extent permitted by law.

2. PERFORMANCE. Time is of the essence on each Order, and deliveries are to be made in quantities and at times specified in schedules furnished by Buyer. Buyer reserves the right at any time to cancel and void an Order or any portion thereof without liability if delivery is not made within the time specified on the Order, which is of essence. Goods in excess of those specified need not be accepted by Buyer and any such Goods not accepted shall be held at Seller’s risk. Buyer shall have no liability for payment for material or items delivered to Buyer which are in excess of quantities specified in the delivery schedule. Buyer may, and at Seller’s direction shall, return such Goods at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

      Seller acknowledges that it is aware that Buyer intends to use the Goods in connection with the manufacture of products for sale to Buyer’s Customers under contracts that require timely delivery. In the event of default on the part of Seller to deliver conforming Goods to Buyer on time, Seller acknowledges that it shall be liable to Buyer for Buyer’s incidental and consequential damages incurred by reason of such default. Acceptance by Buyer of late delivery of either the whole or part of the order shall not constitute a waiver of any claim for damages which Buyer may have arising from and out of such late delivery. Goods shipped to Buyer in advance of delivery schedule, without express written consent of Buyer, may be returned to Seller at Seller’s expense.

3. PACKAGING AND SHIPPING. Unless otherwise specified on the face of the purchase order, all charges for packing, crating, hauling, storage and transportation to the FOB Point (as defined in Section 7) are included in the purchase price. Seller shall provide a Material Safety Data Sheet to Buyer for products sold to Buyer hereunder, and where such information is applicable because of the nature of the product, prior to such products being delivered to Buyer’s facility. All shipments must be accompanied by packing slips containing a description of the articles, any Material Safety Data Sheets, the purchase order number, and the plant to which the shipment is consigned. Any unnecessary expense resulting from misrouted shipment shall be charged to Seller.

4. BILLING AND PAYMENT. Invoices and shipping documents shall be mailed postage prepaid to the address shown on the face of the purchase order. The purchase order number, Part Number, and Quantity must appear on all shipping documents, invoices and correspondence.

5. ACCEPTANCE, INSPECTION & TEST. All material shall be received and all Services shall be performed subject to Buyer’s inspection and acceptance or rejection. Acceptance of all or any part of the Goods or Services by Buyer shall not relieve Seller from any of its obligations and warranties hereunder, nor shall acceptance of any part of the order bind the Buyer to accept future shipments or Services or deprive Buyer of any right which it may have to return Goods already accepted or seek damages or remedial performance for Services already performed. Acceptance of all or any part of an Order shall not be deemed a waiver of the Buyer’s right either to cancel all or any part of an Order or to return all or any portion of the Goods because of failure to conform to the order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, suffered by the Buyer as a result of any default of the Seller or the Seller’s products or performance. In no event shall payment be deemed to constitute acceptance.

      In case any of the material is found to be defective or otherwise not in conformity with the requirements of an Order, Buyer shall have the right to reject the same or require that such material be corrected or replaced promptly with satisfactory material. If Buyer so rejects the material or if Seller, when requested by Buyer, fails to proceed promptly with the replacement or correction thereof, Buyer may either terminate the Order for default or may replace or correct such material and, in either event, may charge Seller the cost of replacement, correction and all other damages incurred by Buyer thereby. Rejected, defective material or rejected material not in accordance with Buyers specifications shall be held for Seller’s instruction and at Seller’s risk, and if Seller so directs, shall be returned at Seller’s expense. Unless Buyer, at its option notifies Seller to the contrary, no material returned as defective shall be replaced without a new order. Any payment for such defective Goods shall be refunded by Seller unless Seller promptly corrects or replaces the same at its expense. Return of any defective material by Buyer shall not be deemed a waiver of any right or remedy which Buyer may have as a result of or in connection with the existence of such defect or defects.

      Seller shall submit to Buyer all production, functional and quality control test reports and other data and provide Buyer access to such personnel as may be requested by Buyer from time to time concerning the Goods, in order that Buyer can ensure quality control. Seller grants to Buyer the right to enter Seller’s premises during any reasonable business hours to make such inspection and examination as Buyer may deem appropriate and agrees to fully cooperate with Buyer in effecting such an inspection.

6. WARRANTIES. Seller warrants that the Goods, including material and work, furnished hereunder shall be of the highest grade and quality unless otherwise specified by Buyer in writing; shall not be less than merchantable and fit for the particular purpose(s) known by or disclosed to Seller; shall be free from defects in material and workmanship; shall meet specifications, drawings, or standards agreed upon or samples submitted or approved by Buyer; and shall conform to any referenced additional documents. Additionally, Buyer shall have the right to all Buyer’s remedies and Seller’s warranties to the fullest extent provided under the Uniform Commercial Code. All warranties and remedies shall survive inspection, tests, acceptance and payment.

      Seller further warrants that all Services shall be performed in a professional and workmanlike manner with the degree of skill and care that is required by current good and sound professional standards and procedures. Seller further represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in the Order. Seller represents and warrants that Seller’s performance under an Order shall not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.

      Seller warrants that the Goods and Services shall comply with all applicable federal, state and local laws and regulations and shall be in compliance with all standards and agreements incorporated and made a part of the Order. Seller shall indemnify and hold Buyer harmless from any costs, loss or liability resulting from Seller’s failure of compliance. In the event that any Goods or Services are not in compliance with any federal, state or local law or regulation or not in compliance with any agreement or standard incorporated herein, now existing or hereafter enacted or amended, or are otherwise defective hereunder, Buyer may (at Buyer’s option) return the defective Goods to Seller who shall refund to Buyer its cost, including all freight charges, or repair, correct or replace the defective Goods or Services at Seller’s cost and expense. Payment by Buyer shall not constitute an acceptance of Goods or Services or a waiver of any rights of Buyer hereunder. All warranties granted hereunder shall extend to Buyer, its affiliates, successors, customers and other users of this material or equipment.

7. PRICE & TAXES. If a specific price for the Goods or Services has been quoted to Buyer by a representative or agent of Seller or if a price previously established by Seller has been set forth for the Goods or Services on the face of an Order, such price shall be the price of the Goods or Services contemplated by such Order and the full extent of Buyer’s liability for the Goods or Services, unless a different price is agreed to in writing by Buyer. Seller warrants that the prices for the Goods or Services are not less favorable than those currently extended to any other customer for the same or like services or articles in equal or less quantities. In the event Seller establishes or offers a lower price for the sale of such services or articles in such quantities, either generally or for any one sale to any other customer, from the date of acceptance of the Order to the date the Goods or Services are invoiced to Buyer, Seller agrees to reduce the prices hereof correspondingly.

      All Goods shall be shipped to Buyer F.O.B. at the designated Buyer’s location (the “FOB Point”), or to such other location as the parties hereto may agree from time to time. All prices shall be inclusive of applicable taxes, excises, duties, quotation fees or any other governmental impositions on or related to the production, sale or transportation of the Goods, ceiling or other limitation of price established by any governmental authority, and subject to increase only with prior written consent of Buyer. Title and all risk of loss associated with the Goods shall transfer to Buyer at the FOB Point.

      Buyer and Seller shall cooperate upon request in obtaining and furnishing such certificates or other evidence of inapplicability of or exemption from any sales, excise or other taxes to which either of the parties may be entitled.

8. RECORDS. Seller agrees to maintain on its premises for the life of the material and the design life of the equipment covered by each Order and make available for inspection by Buyer during standard business hours, records pertaining to inspection, certification of material, test reports, qualification data, purchase order records and design data applying to each Order; and when requested by Buyer, to furnish Buyer with copies thereof.

9. FORCE MAJEURE. Either Buyer or Seller may suspend performance during the occurrence of an excusable delay, which shall mean and include any delay not occasioned by the fault or negligence of the delayed party and which results from the acts of God or public enemy, restrictions, prohibitions, priorities, or allocations imposed by governmental authority, embargoes, floods, fires, typhoons, earthquakes, epidemics, unusually severe weather, delays of similar nature or governmental causes, and strikes or labor disputes (of or involving the delayed party’s employees only). Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel or supplies or any other industrial disturbance. In the event that a force majeure causes a reduction, rather than elimination, of Seller’s ability to manufacture, supply or otherwise produce Goods or Services hereunder, then at Buyer’s election, exercised by written notice to Seller, Seller’s obligation to supply Goods or Services to Buyer shall continue and such reduced production shall be shared among Seller’s customers who purchase the Goods or Services (including Buyer) pro rata in proportion to their respective dollar purchases as of the first day of the period in which the force majeure came into effect.

10. INDEMNIFICATION. Seller agrees to indemnify, save and hold harmless Buyer and all of Buyer’s affiliates, officers, directors, employees and agents from and against any and all loss, damage, cost, charges or expenses, or claims for same which Buyer may suffer or sustain or be in any way subjected to on account of injury to, or death of, any persons, or damage to or loss of property arising out of performance of an Order by Seller, its employees, agents or representatives, or the receipt, handling, storage, use or sale of the Goods by Buyer or its customers.

11. INSURANCE. If the accomplishment of an Order requires the performance of Services or labor in the plants or on the premises of Buyer, Seller agrees to provide and maintain insurance coverage until the work is completed and accepted by Buyer, and to furnish certificates to Buyer from its insurance carriers showing that it carries insurance with the following minimum limits:

Comprehensive General Liability

@ $2,000,000 Per Occurrence

Pollution Liability Insurance

@ $1,000,000 Occurrence

Workers Compensation

@ Statutory Limits

Employers Liability

@ $1,000,000 Each accident for Bodily Injury by Accident

@ $1,000,000 policy limit for Bodily Injury by Disease

@ $1,000,000 each employee for Bodily Injury by Disease

Auto Liability for “any auto”

@ 2,000,000 Combined Single Limit if there is a hired and non-owned exposure

Fairmount Santrol Inc. and its affiliates must be listed as an Additional Insured on the contractor’s/subcontractor’s Comprehensive General Liability, Pollution, and Auto Liability insurance coverages.

12. INTELLECTUAL PROPERTY INDEMNIFICATION. Seller agrees to hold Buyer, its successors, assigns, customers and users harmless from loss and/or liability as well as from all costs and expenses relating to a claim of patent, copyright or trademark infringement by reason of the use or sale of the Goods by Buyer, or its customers, provided the Goods are used as normally intended and are not made to Buyer’s own specifications. Buyer shall notify Seller in writing of any suit filed against it or their customers, on account of any such infringement or alleged infringement, and at Seller’s request shall give Seller control of the defense of such suit, insofar as Buyer has the authority to do so, and information and assistance for the same, all at Seller’s expense. Buyer and the party against whom suit is brought, may be represented by their own counsel in any such suit. Furthermore, in the event that Buyer should be enjoined in such suit or proceeding from using any part of the Goods delivered hereunder, Seller, at its option, shall promptly either: (a) secure termination of the injunction or liability; or (b) replace said Goods with non-infringing Goods or modify them to become non-infringing, all at Seller’s expense. The provisions of this paragraph shall not apply to the Buyer’s use of any of the Goods delivered hereunder in combination with other materials or in the practice of any process, or to infringement by reason of such use.

13. CHANGES. Buyer reserves the right at any time to make written changes in any of the following: (a) specifications, drawings and data incorporated in this contract where the terms to be furnished are to be special manufactured for Buyer, (b) methods of shipment or packing, (c) place of delivery, (d) time of delivery, (e) manner of deliver, and (f) requested quantities. If any such change causes an increase or decrease in the cost or the time required for performance of this contact, an equitable adjustment shall be made in the contract price or delivery schedule or both. Any claim by Seller for adjustment under this clause must be approved by Buyer in writing before Seller proceeds with such change. Price increases shall not be binding on Buyer unless evidenced by a purchase or change notice or revision issued and signed by Buyer.

14. TERMINATION. Buyer may terminate work under an Order in whole or in part at any time by letter or other written notice (including an electronic writing or notification) to Seller. Such notice shall state the extent and effective date of such termination and upon receipt thereof, Seller shall, as and to the extent directed by Buyer, stop work under the applicable Order and the placement of further orders or sub-contracts hereunder, terminate work under orders and sub-contracts hereunder, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. If the parties cannot by negotiation agree within a reasonable time upon the amount of fair compensation to Seller for such termination, Buyer, in addition to making prompt payment of the amounts due for material delivered or Services rendered prior to the effective date of termination, shall pay to Seller the following amounts without duplication; (a) the contact price for all material or Services which have been completed in accordance with such Order and not previously paid for, or (b) the actual costs incurred by Seller which are properly allocable or apportionable under recognized commercial accounting practices to the terminated portion of such Order. In any case, the negotiated settlement amount shall not exceed the aggregate price specified in such Order.

15. DEFAULT. Buyer reserves the right, by written notice, to cancel any Order without liability to Buyer in the event of, (a) insolvency of Seller or any controlling affiliate of Seller, (b) the filing by the Seller or any controlling affiliate of Seller of a voluntary petition under title 11 of the United States Code, (c) the filing of an involuntary petition to have Seller or any controlling affiliate thereof declared bankrupt, (d) the appointment of a Receiver or Trustee for Seller or any controlling affiliate thereof, or (e) the execution by Seller or any controlling affiliate thereof of an Assignment for the Benefit of Creditors. If Seller fails to perform, or breaches any of the terms of an Order, Buyer reserves the right, immediately upon such failure of performance or breach, and without any liability to Buyer (a) to cancel any and all Orders then outstanding in whole or in part by written notice to Seller, or (b) after notifying Seller of such failure or breach and of Buyer’s intent to exercise such right, to obtain the Goods under any outstanding Orders from another source, with any excess costs resulting therefrom, chargeable to Seller. Seller shall be liable for Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonably foreseeable by Seller or of which Seller was apprised by Buyer.

16. REMEDIES. The remedies provided Buyer herein shall be cumulative and in addition to any other remedies provided by law or equity. A waiver of a breach of any provision hereunder shall not constitute a waiver of any other breach.

17. SET-OFF. Buyer may at all times set-off any amount owing from Buyer to Seller or to any of Seller’s affiliated companies against any amount payable in connection with this order by Buyer.

18. ADVERTISING. Seller shall not, without first obtaining the written consent of Buyer, in any manner, advertise, publish, or convey by word of mouth the fact that Seller has contracted to furnish Buyer the material herein ordered.

19. HAZARDOUS SUBSTANCES IDENTIFICATION. By acceptance of an Order, Seller certifies that any hazardous substance(s) furnished pursuant to such Order have been properly labeled and that proper information of the substance(s), (e.g., Material Safety Data Sheets) have been provided to Buyer, pursuant to any federal, state, or local laws and regulations.

20. COMPLIANCE WITH LAWS. Seller agrees that all equipment or materials produced under an Order, or Services performed thereunder shall comply with all applicable federal, state and local laws, ordinances and regulation. Unless otherwise expressly set forth herein, the laws of the state in which Buyer is located shall apply to and govern the interpretation, performance and enforcement of each Order.

      Seller further guarantees that all equipment furnished by Seller in performance of an Order shall comply fully with the Occupational Safety and Health Act, as amended, and state plans approved under such Act, and the regulations thereunder, to the extent applicable to such equipment, and Seller shall indemnify Buyer and its customers from and against any claims, loss or liability arising from failure of such equipment to comply therewith.

      Without limiting the generality of the forgoing, Seller agrees to comply with the applicable provisions of the following laws and any regulations, rulings or executive orders (or any amendments thereof or successors thereto), including but not limited to the following: (a) The Wage Hour Act (40 U.S.C.), (b) The Fair Labor Standards Act (29 U.S.C.), (c) The Federal Occupational Safety and Health Act (Pub. L. 91-596), (d) Non-discrimination in Employment (Executive orders as amended and the rules, regulations, and relevant orders of the secretary of Labor), (e) The Vietnam Era Veterans Readjustment Act of 1974 (38 U.S.C. 4212, and related public law as amended), (f) The Rehabilitations Act of 1973, and related public law as amended, (g) The Walsh Healy Public Contracts Act as amended, and (h) the applicable provisions of 41 C.F.R. 60-1.4(a)(1)-(7): 41 C.F.R. 60-250.4; and 41 C.F.R. 60- 741.5(a).

21. EQUAL EMPLOYMENT OPPORTUNITY. Seller is on notice that Buyer may utilize the Goods specified in each Order in the transaction of business with the U.S. Government. Seller is therefore deemed to have assumed the obligation of compliance with Executive Order 11246, and unless otherwise exempt under the rules, regulations and orders of the Secretary of Labor or pursuant to Federal Procurement Regulations (FPR 1-12.804) or the Armed Services Procurement Regulations (ASPR 12-802), each Order is subject to the requirements of the Equal Employment Opportunity clause as set forth in FPR 1-12.803-2 and ASPR 12-802(a), said clause being herewith incorporated into each Order by reference. Seller further agrees to furnish Buyer with a “Non-segregated Facilities Certification” as outlined in 41 C.F.R. 60-1.8(b).

22. PROPRIETARY RIGHTS. All technical information in the nature of design blueprints, specifications, engineering data for production, product know how or manufacturing technology which is supplied to Seller by Buyer to facilitate or assist in the performance of this contact shall, unless otherwise agreed, be considered and kept confidential at all times during the duration of this Agreement and thereafter by Seller. Upon Completion, cancellation or termination of an Order, Seller shall return all proprietary information submitted by Buyer.

23. BUYER’S PROPERTY. Any and all job specific drawings, software programs, tools, dies, patterns, specialty equipment or information created and specifically paid for by Buyer under an Order shall be the property of Buyer, used only to complete Buyer’s orders, and returned to Buyer when no longer required hereunder.