Terms of service

Rock Chemicals, Inc. Terms and Conditions of Sale

  1. OFFER AND ACCEPTANCE OF TERMS

    ALL ORDERS ARE OFFERED BY ROCK CHEMICALS, INC., AND ACCEPTED BY PURCHASER AND SHIPPED STRICTLY CONDITIONED UPON ROCK CHEMICALS, INC. (“ROCK CHEMICALS, INC.,” “our,” or “we”) GENERAL TERMS AND CONDITIONS AND UPON PURCHASER’S ASSENT THERETO. NO OTHER TERMS AND CONDITIONS PRINTED ON PURCHASER'S PURCHASE ORDER OR OTHERWISE, SHALL BE APPLICABLE. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON ROCK CHEMICALS, INC. UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF ROCK CHEMICALS, INC. PRIOR TO THE ACCEPTANCE OF SAID ORDER BY ROCK CHEMICALS, INC.

  2. TERMS AND PRICES

    All orders are shipped FOB from the location which the chemical is stored unless a delivered price is requested. Current standard published shipping charges will be added to the invoice when your order indicates the freight terms are pre-pay and add. Your order may be subject to handling charges. Rock Chemicals, Inc. can also ship freight collect, if desired. All prices are listed in US dollars. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. In cases where the selling prices have changed significantly, Rock Chemicals, Inc. will contact you for approval prior to shipping your mailed, faxed, or electronically-transferred order. To the extent applicable, any tax or other governmental charge now or hereafter levied upon the production, manufacture, delivery, storage, sale, use or shipment of the products ordered or sold will be charged to and paid by Purchaser. Such taxes, if any, are not covered in Rock’s price unless expressly stated in any such purchase order.

  3. ORDER CHANGES/CANCELLATIONS

    No change by Purchaser of any term or condition of this contract or any of Rock Chemicals, Inc. rights or remedies hereunder shall be binding on Rock Chemicals, Inc., nor shall the order hereby acknowledged be changed or canceled by Purchaser unless approved in writing by an authorized officer of Rock Chemicals, Inc., Inc. There are no representations, agreements, promises, or understandings between Purchaser and Rock Chemicals, Inc. that are not expressed herein. Rock retains the right, at its sole and absolute determination, to cancel any such orders for any or no reason. In the event of a cancellation by Purchaser, which is accepted by Rock, Rock shall retain the right to assess Purchaser with an amount equal to the direct costs incurred by Rock in connection with such order plus reasonable overhead, as reasonably determined by Rock. For avoidance of doubt, custom orders made by Purchaser cannot be cancelled.

  4. METHOD OF SHIPMENT

    All products will be shipped FOB Rock Chemicals, Inc. plant or shipping point. Delivery of the product/order to the carrier at Rock Chemicals, Inc. shipping point shall constitute delivery to Purchaser and Purchaser shall bear all Title and risk of loss shall pass to Purchaser upon delivery to the carrier. Unless otherwise directed by Purchaser in writing prior to the date of shipment, Rock Chemicals, Inc. may select any reasonable method of shipment. Whenever possible, Rock Chemicals, Inc. will ship products by the method specified on your order. Rock Chemicals, Inc. works closely with United Parcel Service, Federal Express, DHL, or common or standard freight companies and finds we can service you best when using these carriers. Rock Chemicals, Inc. will be happy to utilize other carriers based on your written instructions /requirements; however, Rock Chemicals, Inc. must reserve the right to alter these instructions for hazardous materials covered by the United States Department of Transportation. In such cases, Rock Chemicals, Inc. will select the most appropriate and cost effective method. Additional expenses and delays in shipment may be experienced when deviating from standard carriers. Certain poisonous, reactive, corrosive or other chemicals may require a barrier bag, steel can, and/or other special packaging for shipment. There will be additional charges for these packages. Rock Chemicals, Inc. will advise Purchaser of the charges at the time the order is placed. Rock Chemicals, Inc. strives to minimize these costs through efficient packaging. For Orders not contemplating shipment by Rock Chemicals, Inc., risk of loss shall in all cases pass to Purchaser upon Rock Chemicals, Inc. tender of delivery.

    Rock Chemicals, Inc. reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of Purchaser’s obligations to accept remaining deliveries.

  5. TITLE, RISK OF LOSS, SECURITY INTEREST AGREEMENT

    Risk of loss to the products shall pass to Purchaser upon de-livery of the Products to the US common carrier at the FOB Delivery Point, unless otherwise agreed to by Rock Chemicals, Inc., in writing. Rock Chemicals, Inc., shall retain title to all products sold to Purchaser until fully paid for by Purchaser. In furtherance of the foregoing, Purchaser hereby grants to Rock Chemicals, Inc., a security interests, including a purchase money security interest, in the products now or hereafter sold by Rock Chemicals, Inc., to Purchaser and all proceeds thereof (collectively, the “Collateral”) to secure the performance of all obligations of whatever kind or nature due by Purchaser to Rock Chemicals, Inc., under these Terms and Conditions of Sale. Purchaser authorizes Rock Chemicals, Inc., to file such financing statements, including any necessary or required amendments thereto, describing the Collateral, in such states, counties or other jurisdictions as Rock Chemicals, Inc., may elect and agrees to execute any additional agreements, documents or instruments as Rock Chemicals, Inc., may from time to time deem necessary to confirm, perfect and maintain its retained ownership thereof or the security interest(s) granted under these Terms and Conditions of Sale.

  6. DELAY; FORCE MAJEURE

    Delivery dates are approximate, dating from the receipt of all information and Rock Chemicals, Inc. shall have no liability to Purchaser for Rock Chemicals, Inc. delay or default in delivery due to strikes, secondary boycotts, riots, wars, accidents, fires, floods, or other acts of God, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortages of labor, fuel, materials, supplies, power transportation facilities, pandemics (including but not limited to the COVID-19 pandemic), diseases or restrictions imposed by local, state, or federal government or the World Health Organization, or other similar causes beyond Rock Chemicals, Inc. reasonable control (collectively, a “Force Majeure Event”). Under no circumstances shall Rock Chemicals, Inc. have any liability for penalties or other consequential damages of any kind resulting in whole or in part from Rock Chemicals, Inc. delay in delivering or failure to deliver any Order to Purchaser as agreed. Upon the occurrence of a Force Majeure Event, which causes Rock to be unable (in whole or in part) to perform its obligations hereunder, the time for performance will be extended for a period of time equal to the length of any such Force Majeure Event delay or inability to perform, plus an additional commercially reasonable period to recommence performance. If the Force Majeure Event impacts Rock for more than ninety (90) days, Rock shall have the right to terminate this Agreement, and any applicable purchase order. Subject to the foregoing, such excuse for delay will not in any way relieve Purchaser from any of its obligations as to the amount of money that would have been due and paid without such condition. All shipping dates are approximate in nature and based upon prompt receipt of all necessary information from Purchaser and information provided to Rock by Rock’s vendors. If shipment is delayed due to any cause within Purchaser’s control, the products may be placed in storage by Rock for Purchaser’s account and risk. Regular charges therefor and expenses in connection therewith may be incurred and shall be payable by Purchaser. In the event Rock ships the product to Purchaser and Purchaser cancels such order mid-shipment, Rock will be required to take receipt of such shipment and any expenses incurred therewith shall be passed along by Rock to Purchaser.

  7. CLAIMS FOR LOST OR DAMAGED SHIPMENTS

    Upon Purchaser’s receipt of any order shipped hereunder, Purchaser shall immediately inspect said order and shall notify Rock Chemicals, Inc. in writing of any claim(s) of shortages, defects, or damages and shall hold said order for Rock Chemicals, Inc. written instructions concerning disposition. If Purchaser fails to notify Rock Chemicals, Inc. within five (5) days after the order has been received by Purchaser, said order shall be conclusively be deemed to conform with the terms and conditions hereof and to have been irrevocably accepted by Purchaser.

  8. RETURN SHIPMENTS

    Some orders are not returnable to Rock Chemicals, Inc., including, but not limited to, custom or special orders, materials, leaking or damaged chemicals, reagents past expiration date, items with missing or obliterated labels, parts or instructions, refrigerated or frozen materials and opened materials. Returned shipments cannot be accepted by Rock Chemicals, Inc. unless prior written arrangements have been made. If it is necessary to return any materials, contact Rock Chemicals, Inc. to obtain a return authorization number. REQUESTS FOR RETURN AUTHORIZATION NUMBERS MUST BE MADE WITHIN FIVE (5) DAYS OF PURCHASER RECEIVING THE ORDER. Only items authorized by Rock Chemicals, Inc. for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods by Rock Chemicals, Inc.. Collect shipments will not be accepted unless previously authorized. In the event of any material and measurable difference of quantity or quality between Purchaser’s order and the product delivered, upon written notice to Rock of such shortfall with supporting documentation therefor, Rock shall credit to Purchaser an amount equal to any such shortfall. Hazardous goods must be shipped in compliance with all applicable Department of Transportation regulations. Rock will take reasonable efforts to ensure that any such orders with a shipping destination outside of the United States of America comply with applicable non-  United States of America regulations. Material must be received on or before the Return Authorization expiration date. Material returned requiring disposal may incur additional charges. Approval and/or acceptance of returned goods does not constitute waiver of any amount(s) due to Rock Chemicals, Inc. by Purchaser.

  9. USES AND PATENTS

    Rock Chemicals, Inc. makes no representation, warranty or indemnity of any kind, express or implied, as to merchantability, fitness for a particular purpose, including without limitation fitness for use in applications involving contact with the human body, consumption, or any other matter with respect to such products, whether used alone or in combination with other substances, even if the purposes of uses of such products are known by Rock Chemicals, Inc. or if Rock Chemicals, Inc. had any involvement in your analysis of the purposes or uses in such products alone or in combination with other substances. Rock Chemicals, Inc. shall not be liable for prospective profits or consequential damages resulting from the use of this product. This order is NOT intended for use as drugs, food additives, cosmetic, household chemicals, or other applications/use until such time as Purchaser has tested the order/product and determined to Purchaser’s own satisfaction that said order is suitable for Purchaser’s intended use and application. It is imperative that the Purchaser test this order to, determine to Purchaser’s own satisfaction, whether said order is suitable for their intended uses and applications. Technical assistance and further information is available on request to Rock Chemicals, Inc.. Nothing herein shall be construed as a recommendation to use any product in conflict with patents covering any material or its use. No license is implied or in fact granted under the claims of any patent.

  10. LIMITED WARRANTIES

    Rock Chemicals, Inc. warrants that said order has been produced by Rock Chemicals, Inc. is free of defects in materials, workmanship, and design, and will meet the specifications set forth by Purchaser in placing the order. Rock Chemicals, Inc. warrant title as provided in the Uniform Commercial Code. Rock Chemicals, Inc. MAKE NO OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO OUR PRODUCTS, WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE.

  11. LIMITED LIABILITY/PURCHASER'S INDEMNITY

    Claims for rejected, non-conforming product, or any other claim against us, must be made in writing and must be received and acknowledged by us in writing within five (5) days of Purchaser's receipt of the product in question. Any claims not satisfying this condition shall be deemed waived. Upon the approved return of any such product, Rock Chemicals, Inc. shall have the option to replace such product with conforming product or to return the purchase price to Purchaser, at our sole discretion. PURCHASER'S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALLEGED BREACH OF WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE. IN NO EVENT SHALL ROCK CHEMICALS, INC. BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER PURCHASER'S CLAIM IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN CONSIDERATION OF THE SALE OF PRODUCT TO PURCHASER, WHICH SALES Rock Chemicals, Inc. WOULD NOT OTHERWISE MAKE, PURCHASER AGREES TO INDEMNIFY AND HOLD US HARMLESS FROM ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF PURCHASER'S HANDLING AND/OR USE OF PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE.

  12. SAFETY DATA SHEETS

    Each shipment of chemicals and/or pure elements is accompanied by a Safety Data Sheet in compliance with OSHA Hazard Communication Standard. If one is not immediately available, a copy will be sent via mail as soon as possible. Rock Chemicals, Inc. strongly recommend that Purchasers use this information to ensure proper use and that the health and safety of all are protected. Rock Chemicals, Inc. furnish the information on each Material Safety Data Sheet without warranty.

  13. TECHNICAL SERVICE

    At your request, Rock Chemicals, Inc. may furnish technical assistance and information with respect to our products. Unless otherwise agreed, all such technical assistance and information will be provided and you, as the user, assume sole responsibility for results obtained in relying on this information. Rock Chemicals, Inc. make no warranties of any kind or nature with respect to technical assistance or information provided. Any suggestions by us regarding use, application, or suitability of the products shall not be construed as an express or implied warranty.

  14. CONFIDENTIAL INFORMATION

    Neither Party will intentionally use or disclose to any third party the other Party’ s Confidential Information, except as may be necessary for the performance of this Agreement or to enforce the terms of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other Party pursuant to a court order from a court of competent jurisdiction, provided that the Party required to make such disclosure gives reasonable prior written notice to the other Party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required. For purposes hereof, “Confidential Information” shall mean (a) any technical information or plans or other technology of the other Party; (b) any financial information of the other Party such as, but not limited to, prices and quotes (all quotes are considered to be Confidential); (c) other information disclosed by one Party to the other Party that is marked as confidential, or should reasonably be assumed to be confidential under the circumstances; and (d) the content of this Agreement. Confidential Information does not include information that is or becomes generally known to the public through no fault of or breach of the receiving Party, is rightfully known by the receiving Party at the time of disclosure without an obligation of confidentiality, is independently developed by the receiving Party without use of the disclosing Party’ s Confidential Information, or is obtained by the receiving Party rightfully from a third party who has no duty of confidentiality to the disclosing Party. In addition, Customer agrees not to circumvent Rock Chemicals Inc. to their suppliers without written consent by Rock Chemicals Inc.

  15. HAZARDS

    All of Rock Chemicals, Inc. products should be handled only by qualified and trained individuals. In purchasing these products, the Purchaser acknowledges that there are hazards associated with their use. Purchaser represents and warrants to us that from Purchaser's own independent review and study it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the products purchased; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with products; and (d) government regulations regarding the use of and exposure to such products.

  16. TOXIC SUBSTANCE CONTROL ACT (TSCA)

    Rock Chemicals, Inc. do not warrant that all our products are listed in the chemical substances inventory under the Toxic Substances Control Act. The Purchaser assures the use of our products will be in full compliance with the act and its regulations.

  17. LATE PAYMENTS

    All invoices must be paid within net 30 terms unless otherwise specifically stated on the invoice. A finance fee of 1.5% may be applied to the balance of the invoice for each 15 day late period. It is the responsibility of the customer to inform Rock Chemicals, Inc. of any payments which will be late. Purchaser shall be responsible for all costs and expenses incurred by Rock Chemicals, Inc. including attorneys’ fees and costs, in connection with the collection of amounts due from Purchaser and the enforcement of any provision of these Terms and Conditions of Sale.

  18. ADVANCE PAYMENTS

    If, Rock Chemicals, Inc. reasonably believes the financial condition of Purchaser is impaired or otherwise has a reasonable basis for insecurity as to Purchaser’s ability or intention to comply with these Terms and Conditions of Sale, Rock Chemicals, Inc., may require full or partial payment in advance or other security to be posted including, without limitation, a letter of credit or guaranty, as a condition to its further performance.

  19. ASSIGNMENT

    Any assignment or transfer of the rights accruing hereunder shall be void without the prior written consent of Rock Chemicals Inc.

  20. WAIVER

    Rock’s waiver of any breach by Purchaser of any of the provisions of this agreement shall not constitute a waiver of any other breach of the same or any other provision. Rock’s rights and remedies under any provision of this agreement shall be in addition to and not in substitution of any other rights and remedies available to Rock under applicable law.

  21. GOVERNING LAW

    This agreement is to be interpreted in accordance with, and its administration and performance governed by, the laws of the Commonwealth of Pennsylvania. In the event of any controversy or claim arising out of or relating to this contract (in which the purchaser is located outside the United States of America), or the breach thereof, the parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The venue of the arbitration shall be Pittsburgh, Pennsylvania, USA.

  22. SEVERABILITY

    If any term of provision set forth herein is held invalid, illegal or unenforceable for any reason by and court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect.

  23. RELATIONSHIP

    Nothing contained herein shall be construed as establishing or implying any partnership or joint venture between the parties and nothing herein shall be deemed to construe either of the parties as the agent of the other.

  24. COUNTERPARTS

    This Agreement may be executed by electronic signature and in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.