ROTO GRIT PRODUCTS LLC TERMS AND CONDITIONS OF PURCHASE
(Revision Date: June 10, 2020)

1. TERMS AND CONDITIONS. Each purchase order issued by Roto Grit Products LLC (“Roto Grit”) that incorporates or references these terms and conditions of purchase (these “Terms and Conditions”) represents an offer by Roto Grit to buy the equipment, weldments, components and/or other goods (collectively, the “Products”) and/or services (the “Services”) described on the purchase order (and in all specifications, prints, CAD data and other information submitted or identified by Roto Grit in connection with the purchase order (collectively, the “Specifications”)) from the vendor to which this offer is addressed (“Vendor”), subject to these Terms and Conditions. This offer is not an acceptance of any offer by Vendor to sell, and it is expressly conditioned upon assent to these Terms and Conditions. Roto Grit objects to any and all additional and different terms contained on any of Vendor’s quotation, acknowledgement, invoice or other forms, or in any other communications from Vendor. If not previously accepted, this offer expires 30 calendar days after its date or upon Roto Grit’s prior notice of expiration to Vendor, unless Products conforming to this offer are subsequently shipped by Vendor and accepted by Roto Grit. This offer, including Roto Grit’s purchase order, all Specifications and these Terms and Conditions, when accepted by Vendor explicitly, by shipment of ordered Products or performance of ordered Services or otherwise, shall constitute the entire agreement between the parties on the subject hereof (the “Contract”), superseding any and all prior and contemporaneous understandings, communications and negotiations, whether written or oral. THIS OFFER AND ANY CONTRACT RESULTING FROM THE ACCEPTANCE OF THIS OFFER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF WISCONSIN, U.S.A. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
2. CONTRACT PRICE; TAXES. All prices in Roto Grit’s purchase order (the “Contract Price”) are firm, and no additional charges will be allowed unless specifically provided for in Roto Grit’s purchase order. Roto Grit shall not be liable for, and Vendor shall pay, all federal, state, local and foreign taxes, duties, customs, assessments and other fees and charges of any nature whatsoever imposed by any governmental authority arising in connection with the sale, purchase, transportation, use, performance or possession of the Products and Services, except those taxes expressly identified in a purchase order as being payable by Roto Grit.
3. DELIVERY. Time is of the essence with respect to performance of the Contract, including delivery of drawings, other information and conforming Products and Services under the Contract. The delivery date(s) set forth in the applicable purchase order are the required delivery dates at Roto Grit’s designated ship to facility, unless otherwise expressly set forth in the applicable purchase order. Roto Grit reserves the right to refuse all or any portion of the Products or Services and/or to terminate all or any portion of the Contract if Vendor fails to deliver timely any portion of the Products, or to perform timely any portion of the Services, in accordance with the Contract. If Vendor’s delivery of drawings, other information, Products or Services will not meet the required delivery date(s) for any reason, Vendor shall provide Roto Grit with written notice of such delay and, unless Roto Grit terminates the Contract as a result of such breach, ship the drawings, other information or Products via the most expeditious available method of transportation, and any additional cost resulting from such method of transportation shall be borne by Vendor. Vendor shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities earlier than or in excess of what is reasonably required to meet Roto Grit’s delivery schedule. Items received in advance of Roto Grit’s delivery schedule may, at Roto Grit’s option, be returned at Vendor’s expense or be accepted and payment withheld until the applicable delivery date(s) set forth in the applicable purchase order.
4. SHIPPING, PACKING AND RISK OF LOSS. Unless expressly stated otherwise elsewhere in the Contract, the shipping terms for all Products shipped from a location within the U.S. are F.O.B. (as that term is defined and used in Section 2-319 of the Uniform Commercial Code) Roto Grit’s designated ship to facility or such other location as is designated by Roto Grit; and the shipping terms for all Products shipped from a location outside the U.S. are DDP (as that term is defined under INCOTERMS 2010) Roto Grit’s designated ship to facility or such other location as is designated by Roto Grit. Roto Grit shall have the right to route all shipments. Immediately upon shipment, Vendor shall provide Roto Grit with written notice of shipment, specifying complete shipping and routing information. All Products shall be suitably packed, marked with Roto Grit’s purchase order number and other information specified by Roto Grit, shipped in accordance with the shipping instructions set forth in the Contract and otherwise prepared for shipment in accordance with the requirements of the carrier so as to obtain a competitive transportation cost. No charge shall be made to Roto Grit for boxing, packing, crating, carting or transportation unless separately itemized elsewhere in the applicable purchase order. Packing slips shall accompany each shipment, showing the order number, quantity and description of the Products; and the last copy must state “Order Complete.” In the event no such packing slip accompanies any shipment, the count or weight or other measure of Roto Grit shall be final and conclusive. Roto Grit shall not be obligated to accept any shipments in excess of the ordered quantity, and any excess or advance shipments may be returned to Vendor, or stored by Roto Grit, at Vendor’s expense. Regardless of shipping terms, all risk that the Products may be lost, damaged, stolen or delayed in transit shall be borne by Vendor until conforming Products have been actually received, inspected, tested and accepted by Roto Grit. Vendor shall be liable to Roto Grit for any loss or damage resulting from Vendor’s failure to act so as to provide adequate protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the specified route, noncompliance with other shipping instructions or improper description of the shipment in shipping documents shall be borne by Vendor.
5. INSPECTION, ACCEPTANCE/REJECTION, RECORDS. The Products (and work-in-process and records relating to the Products) and Services shall be subject to inspection, evaluation and testing by Roto Grit at any reasonable time and from time to time before, during and after manufacture, delivery, assembly, installation and performance. Vendor shall provide Roto Grit with access to its own and its subcontractors’ facilities for such purposes. Notwithstanding prior inspections, the Products and Services are subject to inspection, evaluation and testing at Roto Grit’s designated facility before or after assembly or installation, and notwithstanding any payment that may be made, the Products and Services shall not be deemed accepted until such in-facility inspection, evaluation and testing demonstrate to Roto Grit’s satisfaction that the Products and Services conform to all applicable terms of the Contract. If Roto Grit rejects any Products or Services as non-conforming, it shall notify Vendor in writing, and Paragraph 7 (Remedies for Warranty Defects and Other Deficiencies) shall apply. Roto Grit’s inspection, evaluation or testing before, during or after manufacture, delivery, assembly, installation and performance shall not constitute a waiver of the right of subsequent rejection by reason of any latent or otherwise undiscovered defect. Roto Grit may return rejected Products at Vendor’s expense. Vendor shall deliver to Roto Grit all quality and technical records for the Products at or prior to the time it delivers the Products.
6. WARRANTIES. Vendor represents, certifies and warrants that the Products and Services provided to Roto Grit pursuant to the Contract, including all equipment, weldments, components, materials, other goods, software and firmware, shall: (a) be free and clear of all liens and encumbrances, good and merchantable title thereto being vested in Roto Grit; (b) be free from defects in design, material and workmanship and of good and merchantable quality; (c) conform to, and be capable of performing as described in, all Specifications and other requirements set forth or referenced in the Contract; (d) be fit for the uses intended by Roto Grit; (e) be manufactured or otherwise fabricated and installed, or be performed, by adequately trained, properly supervised personnel in a good and workmanlike manner and in accordance with the best practices in Vendor’s industry; (f) not incorporate or consist of commercial surplus, used, remanufactured or reconditioned material or components, or material or components of such age or so deteriorated as to impair the usefulness or safety thereof; and (g) comply with, and have been produced, processed, packaged, labeled, delivered, assembled, installed, performed and sold, and be capable of operating in conformity with, all applicable federal, state, local and foreign laws, regulations, rules, codes, orders and standards, including without limitation the Occupational Safety and Health Act of 1970, as amended, and the Fair Labor Standards Act of 1938, as amended, and orders issued thereunder, all as amended from time to time. The foregoing warranties shall survive delivery, inspection, assembly, installation and payment and shall run in favor of Roto Grit and its affiliates, and their respective successors, assigns and customers. Vendor acknowledges that it knows that Roto Grit is relying upon Vendor’s skill and judgment to select and furnish suitable Products and Services for Roto Grit’s particular purposes. If Vendor is not the manufacturer of the Products it sells to Roto Grit, Vendor shall assign to Roto Grit all manufacturers’ warranties on the Products; these manufacturers’ warranties are in addition to Vendor’s warranties set forth above.
7. REMEDIES FOR WARRANTY DEFECTS AND OTHER DEFICIENCIES. In the event any of the Products or Services shall be unsatisfactory, defective or inferior in quality, or shall not conform to the Specifications or any other requirements set forth in the Contract (including Vendor’s warranties), or shall not be timely provided, Roto Grit, at its option and in addition to any other rights and remedies to which it is entitled under the Contract, applicable law or otherwise, may (a) require Vendor, at its sole cost and expense, to repair or replace the Products and/or to re-perform the Services properly, (b) retain the Products at an adjusted price, (c) hold the Products at Vendor’s risk and expense pending Vendor’s specific instructions, (d) return the Products to Vendor at Vendor’s risk and expense for replacement, credit or full or partial refund, as Roto Grit shall direct, and/or (e) purchase substitute goods or services, in which case Vendor shall pay to Roto Grit the excess of the cost of such substitute goods or services over the Contract Price provided in Roto Grit’s purchase order, plus all damages, losses and expenses incurred by Roto Grit as a result of Vendor’s breach. Roto Grit may also refuse to accept further delivery of Products or performance of Services under the Contract. Vendor shall reimburse Roto Grit for all of its costs and expenses relating to the assembly, installation, removal, storage, handling, packing and/or transporting of any such unsatisfactory, defective, inferior or otherwise nonconforming Products, and Vendor shall assume all risk of loss or damage in transit to Products returned by Roto Grit. Notwithstanding the foregoing, Roto Grit reserves the right to repair the Products or re-perform the Services without voiding any of Vendor’s warranties or other obligations under the Contract. Vendor shall reimburse Roto Grit for all of its costs and expenses relating to any such repair or re-performance.
8. INDEMNIFICATION—Vendor shall indemnify, defend and hold harmless Roto Grit and its affiliates, and its and their respective directors, officers, managers, owners, employees, agents, insurers, customers, successors and assigns (collectively, the “Indemnified Persons”), from and against any and all claims, demands, actions, liabilities, losses, damages, costs and expenses (including attorneys’ fees and legal expenses) that they, or any of them, may sustain or incur as a result of (a) any actual or alleged breach of any representation, warranty or covenant made by Vendor in these Terms and Conditions or elsewhere in the Contract, or (b) any negligent act or omission or intentional misconduct of Vendor, its employees, agents, affiliates or subcontractors, or (c) any defect or deficiency in any Product or Service furnished by Vendor.
9. CHANGES. Roto Grit may make modifications or other changes in the Specifications or in the Products or Services to be provided by Vendor pursuant to the Contract, and Vendor shall provide the Products and Services in accordance with the change(s) so requested by Roto Grit. To the extent any such change increases or decreases the cost of, or the time required for, the performance of the Contract, Vendor or Roto Grit, as the case may be, shall be entitled to a reasonable and equitable adjustment in the Contract Price and/or performance schedule; provided, however, that under no circumstances shall Roto Grit be responsible for any raw materials purchased by Vendor in excess of the quantities released or for the fabrication of parts or weldments in advance of the lead times necessary to provide the Products and Services in accordance with the terms set forth in the Contract. The burden of proving entitlement to any adjustment under this paragraph shall be borne by the Party requesting the adjustment. Any claim for adjustment by Vendor under this paragraph must be made within thirty (30) calendar days after Roto Grit delivers the written notification of the change, and if not made within such time period shall be deemed waived. Contract Price increases or schedule extensions shall not be binding upon Roto Grit unless evidenced by a change order issued and signed by an authorized representative of Roto Grit.
10. ROTO GRIT PROPERTY. Roto Grit may from time to time deliver, or cause to be delivered, to Vendor Specifications, component parts, supplies, machinery, tools, raw materials and other equipment and property owned by Roto Grit (collectively, the “Roto Grit Property”). Vendor shall use the Roto Grit Property only for purposes of the provision of the Products and Services pursuant to the Contract or in such other manner as Roto Grit may request in writing from time to time. Vendor shall at all times store the Roto Grit Property in a secure, covered and locked area at the facility to which it is shipped or at such other location as Roto Grit may approve in writing from time to time. Vendor shall not provide any of its employees, or any other person or entity, with access to the Roto Grit Property, except for those employees of Vendor who have a definable need to access the Roto Grit Property to permit Vendor to use the Roto Grit Property as authorized in this paragraph. Vendor shall protect and care for the Roto Grit Property in the same manner as Vendor protects and cares for its own valuable property. Legal and beneficial title to the Roto Grit Property shall at all times remain with Roto Grit. Vendor shall not assert any lien or other rights against any of the Roto Grit Property. Vendor shall maintain a system under which the Roto Grit Property is clearly identified as Roto Grit’s property and is kept separate and distinct from any other property in Vendor’s possession, and take such other actions as Roto Grit may reasonably request to protect Roto Grit’s ownership rights in the Roto Grit Property. Roto Grit shall have the right to file UCC financing statements or other documents to give public notice of its ownership of the Roto Grit Property. Vendor shall not transfer any interest in, or otherwise deliver possession of, any of the Roto Grit Property to any person or entity other than to Roto Grit or such other person or entity as is designated by Roto Grit in writing. At any time and from time to time upon Roto Grit’s request, Vendor shall return all of the Roto Grit Property to Roto Grit or such other person or entity as is designated by Roto Grit in writing, in any case in accordance with the shipping instructions provided by Roto Grit. Vendor shall return the Roto Grit Property in the condition in which it was received by Vendor, except for ordinary wear and tear, and except to the extent the Roto Grit Property has been incorporated into Products provided to Roto Grit pursuant to the Contract or is consumed in the normal production of such Products. Vendor’s responsibility with respect to the Roto Grit Property shall be that of a bailee, and Vendor shall indemnify and hold harmless the Indemnified Persons from and against any loss of or damage to any Roto Grit Property that occurs prior to delivery of possession of the Roto Grit Property to Roto Grit or such other person or entity as is designated by Roto Grit in writing. Vendor shall keep the Specifications confidential, shall not disclose any Specifications to third parties, shall use the Specifications solely to provide Products and Services to Roto Grit, and shall not retain or use any copies of the Specifications after providing the Products and Services to Roto Grit.
11. TOOLING. If Vendor manufactures, purchases or otherwise acquires any tools, dies or equipment in connection with the performance of the Contract and charges Roto Grit for the use of the tools, dies or equipment (including through a tool service charge), such tools, dies and equipment shall be and remain Roto Grit Property.
12. REPAIR AND REPLACEMENT PARTS. Vendor shall make available to Roto Grit, for purchase at the prices set forth in the Contract (or if such prices are not set forth in the Contract, at such reasonable prices as the Parties may mutually agree upon, such agreement not to be unreasonably withheld), repair and replacement parts and service tools for each component of the Products, for a period of at least eight (8) years after acceptance of the Products by Roto Grit. Notwithstanding the foregoing, the price payable by Roto Grit under this paragraph for any such part or tool shall not exceed the lowest delivered price for that part or tool offered or charged by Vendor to any customer at any time during the six-month period immediately preceding the calculation of the price hereunder. Such lowest delivered price shall be determined after application of any type of price discount, credit, allowance, rebate, promotion or other financial consideration offered by Vendor.
13. DRAWINGS AND OTHER INFORMATION. Roto Grit and its customers shall be free to use all drawings, designs, prints, data, plans and other information delivered by Vendor pursuant to the Contract to the extent reasonably necessary to assemble, install, operate, maintain, repair and/or perform, and/or make or have made repair or replacement parts for, the Products or Services, without additional compensation to Vendor. In addition to the other requirements set forth in the Contract, Vendor shall provide Roto Grit, without cost, with all “as-built” drawings relating to the Products prior to the date on which conforming Products are actually received, inspected, tested, assembled, installed and accepted by Roto Grit. Vendor’s compensation for any and all design work, drawings, prints, data, plans and other tasks required in connection with the performance of Vendor’s responsibilities under the Contract is included in the Contract Price.
14. PROPRIETARY RIGHTS. Vendor represents, warrants and agrees that (a) neither the Products or Services (including any components, equipment, weldments, software or firmware), nor the use thereof, will in any way infringe or contribute to the infringement of any patent, copyright, trademark, service mark, trade dress, trade secret or other proprietary right in the U.S. or elsewhere, and no claim, action or suit alleging any such infringement or contribution to infringement is pending or threatened against Vendor, its employees, agents, affiliates or subcontractors; (b) Vendor has full power and authority to grant all of the intellectual property, proprietary and other rights granted by it in the Contract; and (c) all royalties, fees and costs (if there are any) for such rights are set forth in the applicable purchase order, and except as otherwise expressly set forth in the applicable purchase order, no royalties, fees or other costs are payable to Vendor or any third party for any such rights. If Roto Grit’s use of any of the Products or Services, or of any of the intellectual property or proprietary rights granted to Roto Grit under the Contract (the “granted rights”), is enjoined in connection with any claim, action or suit alleging that such Products, Services, or granted rights infringe or contribute to the infringement of any patent, copyright, trademark, service mark, trade dress, trade secret or other proprietary right in the U.S. or elsewhere, then Vendor shall, at its sole cost and expense, either (i) procure for Roto Grit and its customers the perpetual right to continue using the affected Products, Services and granted rights without restriction and without any obligation on the part of Roto Grit or its customers to make any royalty or other payments, (ii) replace the affected Products, Services and/or granted rights with non-infringing Products, Services and rights that do not adversely affect the right or ability of Roto Grit and its customers to use the Products, Services and/or granted rights as contemplated by Roto Grit on the date of the applicable purchase order (including any adverse effect relating to the functionality of the Products, Services or granted rights or the cost of using or maintaining the Products, Services or granted rights), or (iii) modify the affected Products, Services and/or granted rights in a manner that does not adversely affect the right or ability of Roto Grit and its customers to use the Products, Services, and/or granted rights as contemplated on the date of the applicable purchase order (including any adverse effect relating to the functionality of the Products, Services or granted rights or the cost of using or maintaining the Products, Services or granted rights) so that the affected Products, Services and/or granted rights become non-infringing. Vendor’s obligations under this paragraph shall be in addition to, and shall not limit, restrict or otherwise affect in any way, the other obligations of Vendor under the Contract, applicable law or otherwise. Vendor hereby grants to Roto Grit and its affiliates, both direct and indirect, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license: (I) to use, and to authorize third parties to use, all inventions, discoveries, improvements, processes, designs, ideas, software and other intellectual property that Vendor conceives or first reduces to practice in the performance of the Contract, and (II) to reproduce, translate, publish, use and dispose of, and to authorize others to do so, any copyrighted or copyrightable materials delivered to Roto Grit by Vendor in connection with the performance of the Contract.
15. FACILITY RULES. To the extent any employees, agents or subcontractors of Vendor are required to enter any facilities designated by Roto Grit to perform Vendor’s obligations under the Contract, Vendor shall cause such employees, agents and subcontractors to abide by any and all applicable rules that the facility operator may have in effect or hereafter put into effect at such facility, including rules relating to workers, safety, use of cameras, security and confidentiality procedures or requirements, designated entrances, hours of work and the handling of equipment or materials.
16. SECURITY INTEREST. To secure all of Vendor’s debts, obligations and liabilities under and in connection with the Contract, Vendor hereby grants to Roto Grit a security interest in the following property of Vendor, whether now owned or hereafter acquired: (a) the Products and Services; (b) all component parts, supplies, machinery, tools, raw materials and other equipment and property of Vendor purchased or identified for use in Vendor’s performance of the Contract or for incorporation into the Products or Services; (c) all of Vendor’s rights by virtue of down payments and purchase orders for and all of Vendor’s other general intangibles relating to such component parts, supplies, machinery, tools, raw materials and other equipment and property; (d) all drawings, plans, specifications, blueprints and other documents prepared during or in connection with Vendor’s performance of the Contract; and (e) all accessions and attachments to and all proceeds and products of any of the foregoing. Vendor authorizes Roto Grit to file such financing statements and other documents, and to take such actions, as Roto Grit reasonably deems necessary or advisable to protect Roto Grit’s rights in the items described in clauses (a) through (e) above.
17. COMPLIANCE WITH LAWS; EQUAL EMPLOYMENT OPPORTUNITY. Vendor shall comply, and shall cause each of its employees, agents and subcontractors to comply, with all applicable federal, state, local and foreign laws, regulations, rules, codes, orders and standards, including without limitation the U.S. Foreign Corrupt Practices Act, as amended, and anti-bribery and anti-discrimination laws and regulations, during and in connection with the performance of the Contract (in the case of Vendor’s subcontractors, during and in connection with performance of their obligations to Vendor related to the performance of the Contract). Without limiting the generality of the preceding sentence, where applicable, Vendor shall abide, and shall cause each of its subcontractors to abide, by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), 60-741.5(a) and 29 CFR Part 471, Appendix A to Subpart A. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or expression, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status or disability. Vendor shall include this paragraph in each subcontract it issues. Vendor shall also remain, and shall cause each of its subcontractors to remain, in compliance with all environmental, health, safety and labor laws, regulations, rules, codes, orders and standards applicable to the operation and use of the facilities at which Products or Services covered by the Contract are manufactured, produced, stored or performed.
18. NON-EXCLUSIVE RIGHTS. The rights and remedies set forth in any provision of the Contract shall be in addition, and without prejudice, to all other rights and remedies to which Roto Grit may be entitled under any other provision of the Contract, applicable law or otherwise, including any right to specific performance or injunctive relief.
19. GOVERNING LANGUAGE. The Contract shall be construed and interpreted in accordance with the English language only, which language will be controlling in all respects. No translation, if any, of the Contract shall have any force or effect in the interpretation of the Contract or in the determination of the intent of Roto Grit or Vendor.
20. FAIR LABOR STANDARDS CERTIFICATE. Vendor hereby certifies that all Products and Services furnished hereunder shall have been produced and performed in compliance with all applicable requirements of Sections 6, 7, 12, 13, 15 and 18 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the U.S. Department of Labor issued under Section 14 thereof, and in accordance with all applicable local, state and federal laws, orders and regulations governing general conditions for labor employed in the production of such Products/Services.
21. COMPENSATION TO ROTO GRIT’S AGENTS. No employee or agent of Roto Grit is permitted to solicit or accept any compensation or payment from Vendor or any other supplier, however characterized, in connection with the placement of any purchase order; and any rebate, discount, incentive or other amount offered in that connection shall be separately itemized in Vendor’s invoice.
22. SPECIAL WARNINGS AND INSTRUCTIONS. Prior to and with the shipment of Products purchased hereunder, Vendor agrees to furnish to Roto Grit sufficient warning and notice in writing, including appropriate labels on Products, containers and packaging, of any hazardous material which is an ingredient or a part of any of the Products, together with such special handling instructions as may be necessary to advise carriers, Roto Grit and its contractors, and their respective employees and agents of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, sale or disposal of the Products, containers and packaging shipped to Roto Grit.
23. USAGE OF WOODEN PALLETS DURING OPERATIONS. If the material supplied by Vendor to Roto Grit is on wooden pallets, Vendor shall ensure that the pallets are certified heat treated (HT), having each pallet stamped with the HT certification, and that the pallets were manufactured according to the International Standards for Phytosanitary Measures (ISPM) 15 “Regulation of Wood Packaging Material in International Trade”, developed by the International Plant Protection Convention (IPPC) and with no additional chemical treatments with any halogenated phenolic preservative (including Methyl Bromide). When appropriate, Vendor shall ensure that no chemically treated lumber is used in the manufacture of the wood pallets used at its facilities and that materials shipped to Vendor on wooden pallets meet ISPM 15 standards. Pallets must be heat treated or made of plastic. Vendor shall have procedures to control the use of pesticides in its warehouses and pallet storage areas to prevent possible cross contamination with 2, 4, 6 Tribromophenol (TBP) or other chemicals used for pest fumigation and flame retardant.
24. DISPUTE RESOLUTION. Any and all disputes arising out of the Contract or its performance or breach, or out of Products sold or Services rendered by Vendor, that are not resolved through good-faith negotiations of the parties shall be resolved through binding arbitration in Milwaukee, Wisconsin, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceedings shall be conducted in the English language by a single neutral arbitrator who is fluent in English. This provision shall not impair the right of either party to seek injunctive relief from any court of competent jurisdiction, pending and/or in aid of arbitration, in the event that party is confronted with a genuine risk that it will suffer irreparable injury before relief can reasonably be anticipated in the arbitral forum; Roto Grit and Vendor each consents to the personal jurisdiction of the state and federal courts sitting in Brown County or Milwaukee County, Wisconsin, for purposes of any such actions for injunctive relief.