International Materials
I. Analysis
Upon delivery of the Product as per the applicable Incoterm, SELLER shall, at its sole cost and expense, provide to BUYER an independent surveyor’s Certificate of Analysis based on vessel loading at origin or barge composite (at SELLER’s discretion). Independent Surveyor to be appointed at Seller’s discretion. Results shall be final and binding.
No quality claim may be asserted by BUYER for nonconforming Product unless:
In the event of any quality claim, SELLER and BUYER shall mutually consult to reconcile such differences. In the event any quality claim cannot be mutually resolved reasonably, the protocol set forth in Article XVIII Arbitration shall be followed.
Should BUYER at any time commingle the Product with any other product or element, BUYER shall be deemed to have accepted the Product “as is” and as meeting the Specifications, and BUYER shall be deemed to have waived and be barred against any and all claims with regard thereto.
This shall be the sole and exclusive remedy of the parties with respect to or arising out of quality disputes.
II. Weight
The Bill of Lading quantity shall be the quantity determined by draft survey performed at loading port or origin location by a recognized, independent surveyor (SGS or similar) hired by SELLER. That surveyor shall also issue a Certificate of Weight (“Certificate of Weight”) with the same quantity shown in the Bill of Lading.
The quantity stated on the Bill of Lading shall be final and binding.
III. Railcar Deliveries
For all railcar deliveries, BUYER is solely responsible for offloading or unloading all Product. To the extent the BUYER fails to offload or unload the entire quantity of Product from the railcar, (a) at the option of SELLER, either (i) any residual or remaining Product shall be deemed to have been abandoned by BUYER and transferred to SELLER, without further liability or obligation to BUYER, provided such transfer complies with applicable laws, or (ii) BUYER shall reimburse SELLER for any and all costs associated with cleaning the railcar; (b) BUYER will not receive credit, payment, or other consideration for any such residual or remaining Product; and (c) BUYER is solely responsible for the transportation of such residual or remaining Product (including freight charges, shipping documents, and compliance with all laws, rules and regulations related thereto) until received and accepted by SELLER at SELLER’s facility.
IV. Barge Deliveries
Seller shall load Product onto barges provided by Seller and paid for by BUYER.
Should river or navigational conditions prevent barges from reaching BUYER’s assigned Delivery Point, barges may either be diverted to an accessible destination or will go on placement at a location of the Seller’s/carrier’s choosing at market storage/demurrage rates at the time. Any fees associated with the diversion or movement to placement location will be for account of BUYER. Any other costs resulting from river or navigational conditions, including but not limited to dead freight, will be the responsibility of the BUYER.
V. Product Warranties
BUYER represents that it is familiar with the characteristics, qualities, and uses of the Product and has the sole responsibility for selection of suitable product for its uses, and assumes all risk and liability for the use of the Product.
SELLER warrants that the Product conforms to the descriptions set forth in this Agreement under “Quality” and that SELLER has title to the Product at the time of delivery. BUYER assumes all risk of use of the Product, either alone or in combination with other materials. In the event of a breach of the warranty in this Section, BUYER’s exclusive remedy shall be limited to replacement of the non-conforming Product or refund of the purchase price, at SELLER’s option.
EXCEPT AS SET FORTH IN THIS PARAGRAPH, SELLER MAKES NO WARRANTIES OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS AGREEMENT.
VI. Misuse of Product, Negligence and Buyer’s Indemnity Thereof.
Unless otherwise specifically stated in the Trade Confirmation, the Product shall not be used in the production or processing of livestock feed or the use of feed by livestock, and any such use shall be deemed misuse of the Product. Buyer acknowledges that due to the bulk nature of the Product, physical labeling is not feasible. Seller, acting solely as a trading intermediary and not the manufacturer of the Product, will provide Buyer with any safety, handling, or warning information (including Safety Data Sheets) received from the manufacturer or supplier. Buyer agrees to ensure that all such information is appropriately communicated to downstream users, and included in any repackaging or resale, in accordance with applicable law.
To the extent of BUYER’s misuse of the Product, negligence or intentional misconduct, BUYER shall defend, protect, indemnify, and hold harmless SELLER (as a trading intermediary and not the Product’s manufacturer), its affiliates, and their respective officers, directors, and employees from and against all claims, demands, lawsuits, causes of action, strict liability claims, penalties, fines, administrative actions, losses, damages, liabilities, , expenses (including, without limitation, attorneys’ fees) of any kind (collectively, “Claims”), arising out of or in any way incident to: (1) the possession, transportation, handling, storage, resale, use, misuse, or disposal of the Product at or after the time title to and risk of loss of the Product passes to BUYER, including, without limitation, any failure by BUYER to provide adequate warnings, labels, or safety information to downstream users, (2) any use or misuse of the Product by BUYER’s agents, subcontractors, customers, or other downstream parties; (3) any claim that arises from BUYER’s modification, repackaging, or relabeling of the Product; and (4) any third-party claims arising from BUYER’s breach of any applicable law or regulation related to the Product (including, without limitation, liability for environmental pollution). For clarity, SELLER does not manufacture the Product and assumes no responsibility for its design, formulation, or inherent safety characteristics.
VII. Equipment/Unsafe Conditions
Notwithstanding anything in the Force Majeure clause, SELLER shall have the continuing right to reject any equipment, facilities, or conditions it reasonably deems unsafe or unsuitable for loading, unloading, or handling the Product. Such rejection shall not constitute a Force Majeure Event. SELLER may reject, in its reasonable discretion, any railcars, trucks, transports, barges, vessels, containers or storage facilities presented by BUYER for loading, unloading, or transfer of Product that present, or may present, an unsafe or non-compliant condition. SELLER may also refuse to load, unload, transfer or otherwise handle the Product under any conditions which it determines, in good faith, to be unsafe or potentially unsafe, including, but not limited to any conditions arising from the Product, drivers, personnel, equipment, procedures and/or adverse weather conditions. Where practicable, SELLER shall use commercially reasonable efforts to notify BUYER of the basis for such rejection or refusal and propose alternative arrangements or conditions under which performance may proceed safely. Any delay, cost, or loss incurred by BUYER due to such rejection or refusal shall be solely for BUYER’s account.
VIII. Limitation on Claims and Damages
Neither SELLER nor BUYER shall be liable for any special, punitive, exemplary, indirect or consequential damages and/or loss of profits, loss of production or losses arising from shutdown of plants or inability to perform sales or any other contract(s) arising out of or in connection with the performance, non-performance or any breach of its obligations hereunder or otherwise.
SELLER shall not be liable in any event, whether for failure or delay in making delivery or for breach of warranty or otherwise, in an amount exceeding the value at loading port of the Product in respect of which claim is made.
If BUYER asserts a claim, BUYER shall provide written notice of the same to SELLER. No claim may be asserted by BUYER after 30 days from issue of Bill of Lading.
This provision shall not apply to claims related to the quality of the Product. In the event of any claim related to or arising with respect to the quality of the Product, the remedy set forth in the Analysis Section herein shall be BUYER’s sole and exclusive remedy.
IX. Taxes
All existing and future export duties, taxes, charges and fees levied by the government of the country of export on the cargo and freight relating to the Product sold pursuant to this Agreement shall be paid by the SELLER.
All existing and future import duties, taxes, charges and fees levied by the government of the country of import on the cargo and freight relating to the Product sold/purchased pursuant to this Agreement shall be paid by the BUYER.
Where the sale is into the United States of America, in compliance with U.S. sales tax rules, Seller is obliged to invoice customers for sales tax in the state in which delivery takes place, unless a sales tax exemption is applicable. If an exemption is applicable, it shall be Buyer’s responsibility to supply the Seller no later than 15 (fifteen) days prior first delivery, with a valid resale certificate that evidences such exemption for each US state in which delivery occurs.
X. Impairment of BUYER’s Credit/ SELLER’s Right to Demand Reasonable Assurances
If, in SELLER’s reasonable judgment, BUYER’s ability to pay the purchase price for the Product or any additional charges hereunder shall appear subject to reasonable doubt or if BUYER’s general creditworthiness shall be materially impaired, SELLER may, without prejudice to any other remedy, (a) stop any goods in transit and defer any further deliveries under this Contract or Trade Confirmation or any other contract or require cash in advance of any delivery until SELLER has been satisfied of BUYER’s ability to pay or creditworthiness, as the case may be, or (b) terminate any or all contracts between BUYER and SELLER.
XI. BUYER’s Acts or Omissions
If SELLER’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of BUYER or its agents, subcontractors, consultants or employees, SELLER shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by BUYER, in each case, to the extent arising directly or indirectly from such prevention or delay.
XII. Late Payments
All payments payable under this Agreement will be made in full without any set-off, deduction, withholding or counterclaim whatsoever, howsoever arising.
A service charge of 2% per month, or the maximum rate permitted by law, if that is less, shall be added to all payments after the date on which they are due. BUYER shall reimburse SELLER for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these terms or at law (which SELLER does not waive by the exercise of any rights hereunder), SELLER shall be entitled to suspend the delivery of any Product if BUYER fails to pay any amounts when due hereunder or under any other agreement between the parties immediately on written notice.
XIII. New or Changed Regulations
SELLER is entering into this Agreement in reliance on the laws, rules, regulations, decrees, impositions, concessions, and other arrangements of all governmental instrumentalities (collectively, “Regulations”), being proposed, considered, and/or in effect on the date hereof which affect the transaction covered and the Product sold hereunder including, without limitation, the production, gathering, manufacture, supply, transportation, and delivery of such Product. In the event that any of the Regulations are changed or new Regulations become effective during the term of this Agreement, and such changed or new Regulation (a) is not covered by another provision of this Agreement and (b) adversely affects SELLER or SELLER’s suppliers, SELLER shall have the option to increase the price of the product or amend other terms in this Agreement affected by such changed or new Regulation. SELLER may exercise such option at any time after such changed or new Regulation is promulgated by notice to BUYER setting forth the new price and/or amended terms and the effective date thereof (“New Effective Date”). Within 15 business days after receipt of SELLER’s notice, BUYER may declare its intention to terminate this Agreement by notice to SELLER. If within 15 business days of receipt of BUYER’s notice of intention to terminate SELLER does not give BUYER notice that SELLER waives the new price and/or amended terms, this Agreement shall terminate on the forty-fifth day following SELLER’s receipt of BUYER’s notice of intention to terminate. If BUYER does not timely declare its intention to terminate within 15 days after receipt of SELLER’s notice, the new price and/or amended terms shall apply to all products delivered on or after the New Effective Date.
XIV. Emissions Regulations
If unforeseen circumstances, beyond the control of either Party, specifically, (a) any convention, law or regulation (whether in force or not at the time of this agreement) that prohibits or restricts vessels from burning compliance fuel and/or low sulfur MGO or requires vessels burning such fuel to proceed only at reduced speed, or (b) any tax, charge fine or similar provision that applies to the purchase, burning or emissions created by such fuel, or (c) any global CO2 emissions cap or similar event that result in substantial changes of the presuppositions of this Contract or Trade Confirmation and hereby cause unreasonable and non-intended effects for the one or both Parties, the Parties shall meet in good faith in order to seek a mutually acceptable solution.
XV. Interpretation
The ICC International Commercial Terms 2020, abbreviated as INCOTERMS 2020, as amended shall apply to this Agreement. In case of conflict between the Applicable Law, as set forth below, and INCOTERMS 2020, the parties must apply INCOTERMS 2020.
XVI. Title and Risk
Unless otherwise stated in the Trade Confirmation, title shall pass from SELLER to BUYER, only upon receipt of full payment by Seller. Risk of loss shall pass at the place and time established by the INCOTERMS 2020 delivery term applicable to this Agreement for transfer of risk.
XVII. Indemnification
BUYER shall indemnify SELLER, SELLER’s affiliates, and employees, officers, directors, and other representatives from, and hold each harmless from and against any and all, actions, suits, proceedings, demands, causes of action, and claims, in connection therewith and promptly upon demand, pay or reimburse each of them for all costs losses, liabilities, damages or expenses of any kind or nature whatsoever, including without limitations the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending, or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to SELLER’s supply and/or BUYER’s or its agent’s or servant’s purchase, resale, receipt, use or transportation of the Product delivered hereunder, including, exposure thereto, unless the same be due to the sole negligence of SELLER.
XVIII. Representations and Warranties
Each party is a company duly organized, validly existing and in good standing.
Each party affirms that it (a) is not insolvent (b) has the corporate power and authority, and the legal right to enter into this Agreement and to perform its obligations hereunder; (c) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Buyer; and (e) is acting under this Agreement as a principal and not an agent.
The execution and delivery of this Agreement and the performance of each party’s obligations hereunder (a) are in compliance with and do not conflict with or violate any applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of such party.
XIX. Arbitration
The parties will make every effort to settle in an amicable way any dispute in connection with the interpretation of this Agreement, without prejudice to any right to commence or proceed with arbitration immediately. If the parties do not reach a settlement, then, upon notice by any party to the other, any unresolved dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under The International Centre for Dispute Resolution (“ICDR”) in accordance with the provisions of its International Arbitration Rules. Each party shall select an arbitrator within ten (10) days of commencement of the arbitration who shall serve as a neutral arbitrator and the two designated arbitrators shall select a third neutral arbitrator. If the two arbitrators cannot agree on selection of a third arbitrator within 20 days of their appointment, the ICDR shall select such arbitrator in accordance with the terms of this Agreement. The arbitration shall be conducted in accordance with the then existing rules of the ICDR. In the event that the amount in question is less than USD$500,000.00, the arbitration shall be conducted under the International Expedited Procedures of the ICDR. The arbitration shall be conducted in Miami, Florida, United States.
The Applicable Law shall be applied in any arbitration proceeding, without regard to the principles of any conflict of laws.
The language of the arbitration shall be English.
Except as may be required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both of the parties.
Notwithstanding anything in the foregoing to the contrary, the parties agree that either party shall have the right to file with any court of competent jurisdiction, whether in law or in equity, a suit, claim, reintegration action, or any other action seeking a similar remedy, and to prosecute such suit, claim or action as necessary to assert and/or execute a lien and/or recover possession of any SELLER property or other chattel in which the SELLER holds or claims title to, including the Product, which has been taken or detained by the BUYER or any third party. The filing and prosecution of any such suit or action in a court of law or equity shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate.
Furthermore, in case of payment default by the BUYER, SELLER may at its own discretion have the right to file with any court of competent jurisdiction, whether in law or in equity, a suit, claim, or any other action seeking a similar remedy in order to enforce an outstanding payment collection and/or any other remedy available under local law to secure payment of the purchase price of the Product, without the need to first arbitrate the matter in advance of the mentioned filing. Such payment collection action shall be governed by the local law of the place where SELLER files the collection claim or by the Applicable Law as set forth below, at SELLER’s option.
Additionally, to the extent BUYER may, in any jurisdiction, claim for itself or its assets immunity from suits, executions, liens (whether in aid of execution, before ruling or otherwise) or other legal process, BUYER hereby agrees not to claim and waives such immunity to the fullest extent permitted by the laws of that jurisdiction, intending in particular, but without limiting the generality of the foregoing, that this waiver shall apply in any proceedings occurring in the BUYER’s place of domicile, BUYER’s principal place of business, and/or the United States of America.
XX. Applicable Law
This Agreement shall be governed exclusively by the laws of The State of New York, USA, and the federal maritime laws of the United States excluding their conflict of law provisions or choice of law rules which would otherwise result in the application of the laws of another jurisdiction (“US Law”), expressly excluding the application of the U.N. Convention on Contracts for the International Sale of Goods.
Notwithstanding the above, in case of payment default by BUYER, the parties agree that SELLER may at its own discretion file with any court of competent jurisdiction, whether in law or in equity, a suit, claim, or any other action seeking a similar remedy to enforce any of its rights to collect and/or to secure payment of the purchase price of the Product, including collection procedures and any other available procedures under local law, without the need to first arbitrate the matter in advance of the mentioned filing. Such payment collection action shall be governed by the local law of the place where SELLER files the collection claim or by the Applicable Law as set forth in this clause, at SELLER’s option.
XXI. Force Majeure
Neither SELLER nor BUYER shall be responsible for any failure to fulfill their respective obligations, in whole or in part, under this Agreement if fulfillment has been prevented by Force Majeure, and the affected party shall be relieved of liability for failing to perform, wholly or in part, from the inception of such event of Force Majeure and during the continuance thereof. The foregoing right shall not be construed to limit or restrict either party’s right to invoke any other subsequent Force Majeure event (even if the other, subsequent Force Majeure event relates to events or circumstances similar or identical to the events or circumstances underlying the subject Force Majeure event) or other Force Majeure event which occurs during all or any portion of the subject Force Majeure event. For purposes hereof, “Force Majeure” means any circumstances whatsoever that are beyond the reasonable control of and unforeseeable to SELLER or BUYER, as the case may be, (including all such circumstances at the intended place of origination and intended load port), including without prejudice to the generality of the foregoing, but not limited to:
Provided, however, that nothing contained herein shall relieve either party of any of its obligations to make payments due to the other party under this Agreement, which obligations are absolute.
The party seeking relief under this Section (“Affected Party”) shall advise the other party in writing as soon as practicable of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress and possible cessation of those circumstances, including, to the extent feasible, the details and the expected duration of the Force Majeure event. The Affected Party shall notify the other party when the Force Majeure event is terminated. Performance of obligations under this Agreement shall be resumed as soon as reasonably possible after such circumstances have ceased.
The Affected Party shall use all reasonable efforts to, and the other party shall use all reasonable efforts to assist the Affected Party in its efforts to, (i) attempt to prevent a Force Majeure and (ii) mitigate the effects of any Force Majeure. The previous sentence shall not require the Seller to purchase a replacement cargo in the event Seller is the Affected Party.
In the event that either party sends a proper notice of an event of Force Majeure and such event of Force Majeure is not remedied within 90 days from the date that notice of such event is given, and so long as such event is continuing, either party may terminate the relevant shipment by written notice to the other party, and neither party shall have any further liability to the other in respect of that relevant shipment except for the rights and remedies previously accrued under the Contract or Trade Confirmation.
If the Contract or Trade Confirmation sets forth a prepayment requirement, then in the event of a Force Majeure, as defined herein, SELLER shall immediately reimburse BUYER, on a pro rata basis, any and all amounts prepaid by BUYER if the Agreement is terminated due to the Force Majeure and pursuant to the terms and conditions of this Section.
In the event of cancellation of delivery of the affected quantity of Product under the Contract or Trade Confirmation due to a Force Majeure Event, should Seller have delivered part of the Product pursuant to this Contract or Trade Confirmation, for which BUYER has not yet paid, BUYER shall immediately pay SELLER for the Product so delivered at the Contract or Trade Confirmation price.
XXII. Compliance
BUYER and SELLER warrant that:
In the event of a breach of any of these warranties by either party, the other party may both terminate this Agreement and recover from the breaching party all damages and costs, including attorneys’ fees, penalties and fees incurred by it.
XXIII. Amendment and Modification
No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both parties.
XXIV. Waiver
No waiver of any provision of this Agreement by either party shall prevent such party from asserting such provisions in the event of a continuing or a subsequent breach by the other party. No waiver of any provision of this Agreement is effective unless explicitly set forth in writing and signed by both parties. No failure to exercise or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
XXV. Term
The term of this Contract or Trade Confirmation shall commence on the Effective Date and shall end on the date upon which all obligations hereunder have been fulfilled (“Term”).
XXVI. Termination
In addition to any remedies that may be provided under these terms or the law, SELLER may terminate this Agreement with immediate effect upon written notice to BUYER, if BUYER: (a) fails to pay any amount when due under this Agreement and such failure continues for two (2) days after BUYER’s receipt of written notice of non-payment; (b) has not otherwise performed or complied with any of these terms, in whole or in part; or (c) becomes bankrupt or insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors (each a “Default”). Furthermore, this Agreement may be terminated, in writing, by mutual consent of the SELLER and BUYER.
Termination of this Agreement by either party pursuant to the provisions hereof or pursuant to Applicable Law shall not relieve either party of any obligation or deprive it of any right arising prior to termination.
XXVII. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and consented assigns as set forth herein. Neither party may assign, in whole or in part, its rights or delegate its duties hereunder without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempt or delegation without such consent shall be ineffective. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.
XXVIII. Severability and Survivability
If any provision or portion of this Agreement shall be held invalid or unenforceable, such provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect. The Parties will in such circumstances attempt in good faith to agree a suitable replacement provision or portion for inclusion in the Contract or Trade Confirmation.
XXIX. Notices
All notices, requests, consents, claims, demands, waivers, approvals or other communications (each a “Notice”) under the Contract or Trade Agreement must be in writing and in the English language (including all accompanying documents), sent to the addresses set out in the Contract or Trade Agreement or otherwise specified in writing by the parties, and shall be deemed to have been duly given and received (i) if delivered by hand, at the time of actual delivery, or (ii) if sent by registered mail or courier, two (2) Business Days after posting or (iii) if sent or email, at the time of successful transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
XXX. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument. Electronic signatures or scanned copies of signed originals shall be valid and acceptable evidence of this Agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
XXXI. Relationship between the Parties
This Agreement does not create any agency, partnership, joint venture or similar business relationship, employment or fiduciary relationship between the parties. Neither party is, nor shall be deemed, as a legal representative of the other party and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose.
XXXII. Third PartyBeneficiary
This Agreement, including, but not limited to, the indemnification provisions, benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person, customer, affiliate, stockholder, partner, member, director, officer or employee of any party hereto or any other person or entity, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this.
XXXIII. Confidentiality
It is hereby agreed that the terms of this Agreement, the Contract and Trade Confirmation, including, without limitation, the price payable, any information relating to the Party’s trade, processes, contracts or arrangements involved in the party’s business, are confidential and that except for the purpose of enforcing this agreement, neither Party shall disclose any of the terms of this agreement to any third party other than to an Affiliate of a Party, unless such disclosure is required by applicable Law, or unless prior written approval has been obtained from the other Party for the relevant disclosure.
XXXIV. Entire Agreement
The Contract and Trade Confirmation, together with these General Terms and Conditions, any riders, schedules, Annexes or exhibits hereto, constitutes the entire final agreement between SELLER and BUYER with respect to the purchase and sale described herein and supersedes all prior agreements, arrangements and stipulations in respect of the same subject, including the terms and conditions of any Purchase Order issued by BUYER. It is agreed that prior negotiations, representations, or understandings do not add to or modify the terms hereof.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be used in interpretation of this Agreement.