Comparative Analysis of Terms and Conditions


Legal
Limitation of Liability Consequential Damages Pass Through Language Amount of LOL	"6. LIMITATION OF LIABILITY: SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS SHALL BE LIMITED TO REPAIRING OR REPLACING PARTS FOUND BY SELLER TO BE DEFECTIVE OR AT SELLER’S OPTION, TO REFUNDING THE PURCHASE PRICE OF SUCH GOODS OR PARTS THEREOF. AT SELLER’S REQUEST, BUYER WILL SEND, AT BUYER’S SOLE EXPENSE, ANY ALLEGEDLY DEFECTIVE PARTS TO THE PLANT OF SELLER WHICH MANUFACTURED THEM FOR INSPECTION AND WARRANTY ADJUSTMENT. 7. DISCLAIMER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE AND SALE OR LEASING OF SELLER’S GOODS, INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH. CONSEQUENTIAL DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE WITHOUT LIMITATION LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH TO ANY PERSON, OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING WITHOUT LIMITATION PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). BUYER SHALL INDEMNIFY SELLER AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY."	"LIMITED WARRANTY Netafim's obligation to repair, replace or refund the cost of its products as set forth above is the sole and exclusive warranty given by Netafim. Netafim disclaims any and all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose and/ or warranty of non-infringement. Netafim will not be liable to any party in strict liability, tort, contract, or any other manner for damages caused or claimed to be caused as a result of any design or defect in Netafim's products. In addition, Netafim shall not be liable, and a customer and/or any third party shall not be entitled to recover from Netafim, any, general, special, incidental, consequential, indirect, punitive, or exemplary damages of whatsoever nature and type (including, without derogating from the generality of the foregoing, losses or damages caused by shutdowns or service interruptions, loss of use, non-operation of the products or any equipment, loss of information, loss of power or cost of replacement power, loss of profits or revenue, loss of contracts, loss of capital inventory or use charges, cost of purchased or replacement power, interest charges or cost of capital or claims of customer's clients or any third party) even if Netafim is aware or should have been aware of the possibility of such damages. In no event shall Netafim's liability exceed the purchase price of the Netafim tm products. LIMITED WARRANTY Netafim cannot and does not assume liability for defective parts, or damage caused by products not manufactured or supplied by Netafim, even though such products may be used in conjunction with Netafim™ products and the customer assumes risk of use of such third party products."	"7.1. In the event of a shortcoming on the part of Wavin, the Customer must give Wavin written notice of default, giving Wavin a reasonable period of time (in which case a period of less than fourteen (14) days of the date of receipt of the written default notice is never reasonable) to deliver the relevant Performances in accordance with the Agreement. If Wavin exceeds this reasonable period, the Customer is entitled to terminate the Agreement in whole or in part, but only with regard to that part of the Performance in respect of which Wavin has failed. 7.2. Wavin is only liable for direct damage after it has been given notice of default in accordance with the preceding paragraph. Regardless of the nature of any claim, it is never liable for: -indirect or consequential damage such as delay damage, damage due to business interruption, lost profits, lost savings, missed opportunities, loss of goodwill, or forfeited penalties or fines; -damage as a result of any defects, inaccuracies and/or omissions in the Performances that the Customer has failed to report on time or should have detected itself, or that are the result of incorrect information or instructions provided by the Customer; -damage that has arisen as a result of improper or careless use, as a result of not, or not correctly, following Wavin's instructions, or as a result of use for a purpose other than for which the Products are intended. 7.6. Limitation of liability as referred to in these Terms and Conditions do not affect any Performance delivered under Wavin product or project warranties to the extent that such warranties explicitly provide for a wider liability. 7.7. The limitations of Wavin's liability contained in these Terms and Conditions do not apply if the damage is the result of intent or gross negligence on the part of Wavin or its management."	"8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 8.3 Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed the price of the Goods. 8.4 Subject to clause 8.2, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss from business downtime; and (g) indirect or consequential loss. 8.5 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF THE GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE SUPPLIER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS. 8.6 Subject to clause 8.2, the Supplier shall not be liable for any injury, loss or damage resulting from the unloading, storage, handling, disposal, distribution, or use of the Goods by the Customer, whether in the manufacturing process or otherwise. 8.7 Failure by the Customer to provide Supplier with written notice of any claim under the Contract within thirty (30) days of delivery of the Goods applicable to such claim shall constitute a waiver of such claim by the Customer. Notwithstanding any applicable statute of limitations to the contrary, any action by the Customer for a claim hereunder must be instituted no later than one (1) year after the occurrence of the event upon which the claim is based. All of the foregoing limitations shall apply whether Customer’s claim is based upon breach of contract, breach of warranty, indemnity, negligence, strict liability or any other legal theory. 8.8 This clause 8 shall survive termination of the Contract."	"9. Compensation 9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested. 9.2. Unless some imperative norm prevents it, MEXICHEM will only be responsible for the serious breach of substantial obligations of the sale, understood as those whose breach affects the essence of the sale."	"In no case, the Parties will be liable for damages, including without limitation business interruption, loss of opportunity, even when they have been notified of its possible existence; or for damages originated in acts or omissions of third parties other than its subcontractors. It is agreed that any action by the Parties must be initiated within two (2) years after the date on which the cause of such action has taken place. Accenture will not be responsible for delays, defaults and / or any other fact or act not attributable to Accenture. Each of the Parties’ limitation of liability pursuant to this Section 11 constitutes the complete agreement between the Parties about this object and, in this sense, Accenture's consideration contemplates said limitation. The Parties agree that they will only seek the corporate or firm assets of the other in relation to said responsibilities and in no case will they have any action against the shareholders, partners or owners of the other Party (as applicable) in relation to this Agreement. Subject to the provisions of subsections (i), (ii) and (iii) above, WTW will not be liable to the Client for any claim for breach of this Agreement, negligence, legal or statutory duty or other claim arising from any delay or failure by WTW to fulfill its obligations under this Agreement, to the extent that such failure is the result, directly or indirectly, of any negligent or culpable act or omission on the part of the Client, or of any third party whose activities are not under the control, or should not be supervised or in any way monitored by WTW as part of its activities under this Agreement, or in accordance with the provisions of the Insurance and Surety Institutions Act."	"Most clauses duly protect the companies by substantially reducing their exposure to damages and capping those to the purchase price. They exclude key aspects such as: 1. Indirect damages 2. Consequential damages 3. Punitive damages Alphagary should be more explicit and thorough to make express exclusions of these types of damages. We advise to cap the amount for large sales. For instance, indicate that the cap “is the price paid to or X amount, whichever is less”. "
Liability for Property Damage, Personal Injury or Death	-	-	"7.3. Wavin's total liability, irrespective of the legal basis, is limited to the invoice amount of the relevant Performance, with a total maximum of EUR 1,000,000 (one million) including any other compensation under the Agreement and/or these General Terms and Conditions, for each cause of damage, in which a series of events counts as one cause."	"8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation"	-	"WTW’s, and/or its affiliates’, or subsidiaries’ total liability for breach of this Agreement, negligence, breach of statutory duties or any other claim arising out of or in connection with this Agreement or the Services provided therein, shall be limited to the following: (i) Regarding any claim for injury or death caused to the Client's personnel by WTW's negligence during the rendering of Services under this Agreement, WTW’s liability will be that provided for in the applicable laws and / or that determined by any authority or competent court, plus payment of direct damages caused to the Client; (ii) Regarding any claim that is the result of any fraudulent act (including theft) by WTW’s personnel during the rendering of Services under this Contract, WTW’s liability will be that provided for in the applicable laws and / or that determined by any competent authority or court, plus the payment of direct damages caused to the Client; (iii) Regarding any other claim or matter related to this Agreement, WTW’s total liability will be limited to either 3 (three) times the commissions for the Services that the latter has received from the insurers under the Insurance Program, during the 12 (twelve) months immediately prior to the date the claim is submitted, or it will be limited to the amount of USD $ 10'000,000.00 (ten million dollars 00/100, legal tender of the United Mexican States , whichever is less; and (iv) Notwithstanding the provisions of subsections (i), (ii) and (iii) above, WTW and / or its subsidiaries or affiliates will not be liable to the Client for the following damages and losses: loss of profits, loss of opportunity, reputational loss or damage, loss of earnings, loss of anticipated savings, increased costs to conduct business or any other indirect damage or loss."	"Netafim, Duraline and Alphagary are missing specific provisions on death and injury. However, depending on the jurisdiction, such occurrences could either be covered by the general limitation of liability or cannot be limited. In any case, we suggest including express provisions to limit this liability. It is worth noting that, in most jurisdictions, liability arising out of negligence or willful misconduct is not subject to limitation. "
Indemnities Provided by Orbia Business	5. If any products are found by Dura-Line to be defective, such products, at Dura-Line’s option, will be replaced or repaired at Dura-Line’s cost. The Purchaser’s sole remedy for a defective product, and for any and all claims arising out of the purchase and use of the product, shall be limited to the repair and replacement of the product at Dura-Line’s cost.	-	-	-	"9. Compensation 9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested. "	-	"Despite there not being an express mention to indemnity, most T&C's express that remedies are limited to repairs or replacements of any defective goods or the price paid for them. Therefore, indemnities are covered. Alphagary’s T&C could be refined to expressly limit or provide a fixed remedy. . "
Indemnities Provide by Customer to Orbia	"14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment. 15. PATENTS: Buyer shall hold Seller harmless from, and release and not make claim or suit against Seller because of, any suits, claims, losses, or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right at common law, or claim of unfair trade or unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the Goods sold to Buyer by Seller. Buyer agrees to defend and indemnify Seller against any claims or liabilities for, or by reason of the infringement of any United States Patent arising from the manufacture of any of the Goods in accordance with specifications furnished by Buyer or from the sale thereof."	-	"4.2. The Customer complies with all instructions and regulations relating to (product) safety of Wavin and/or of the (local) government. The Customer provides appropriate information on health, safety, security and the environment to all persons, including but not limited to the Customer’s employees, contractors, subcontractors and customers, on the basis of a statutory obligation, or on the basis of the Customer's expectation that such persons may come into contact with the Products. The Customer indemnifies Wavin against all costs and damages (including any fines imposed by the competent authorities), which have been incurred or suffered by Wavin because the Customer has remained in default with the performance of its obligations under this provision. See also Delivery. 7.4. The Customer indemnifies Wavin against all third-party claims relating to the Performances delivered by Wavin to the Customer if and insofar as Wavin would not have been liable towards these third parties pursuant to the Agreement and these General Terms and Conditions, if these third parties would have been the Customer themselves. 9.4. The Customer indemnifies Wavin against all third-party claims on account of any actual or alleged infringement of IP rights relating to the manufacture, delivery or use of a Performance that has been produced or delivered in accordance with the Customer's specifications, or with the use of materials, drawings, models, instructions, etc. made available by the Customer. The Customer will compensate Wavin for the damage it suffers as a result, including any costs of defense. In such event, Wavin is entitled to suspend the performance of its obligations under the Agreement or to terminate the Agreement with immediate effect, without being obliged to pay any compensation to the Customer. See also Intellectual Property. The Customer indemnifies Wavin for all consequences of theft, loss or damage of the Products subject to this retention of title. See also Titles. 20.2. The Customer is responsible for the constructions and working methods prescribed by or on behalf of the Customer, as well as for the orders, instructions, drawings, calculations, specifications, sketch designs and other data given by or on behalf of the Customer, and the Customer is liable for any errors in this material. The Customer indemnifies Wavin against third-party claims in this respect. 20.3. If any building materials or auxiliary materials made available by the Customer have defects, the Customer is liable for the damage caused as a result. The Customer indemnifies Wavin against third-party claims in this respect. 20.7. The Customer is responsible for ensuring that the designated building site is suitable for storage and that it is protected against theft. The Customer indemnifies Wavin against damage to its goods as a result of theft, destruction and/or accidents."	"10.1 The Customer shall defend, indemnify and hold harmless the Supplier, the Supplier’s affiliates, and each of their respective officers, directors, managers, employees, representatives, and advisors (the Supplier Indemnitees) from and against any liability, loss, damage, claim, fine, penalty, judgment, settlement, cost and expense (including legal fees and expenses), including personal injury to or death of the Customer’s employees, arising out of or in connection with the Contract and the Customer’s activities in connection with the Contract, including (a) the handling, storage, marketing, sale, resale, distribution, use, or disposal of the Goods (whether used alone or in combination with other substances) by the Customer or by any third party at the Customer’s facilities or by any third party at any location or (b) the failure of the Customer to comply with any applicable laws and regulations. 10.2 This clause 10 shall survive the expiration, termination, or cancellation of the Contract."	"6. Customer Breaches When the Client enters into default of the obligations with MEXICHEM, he shall entitle MEXICHEM to modify the conditions of sale and supply."	-	"Wavin provides the most robust customer-company set of indemnities for different typs of cases (use, delivery, intellectual property). Duraline's and Koura's provisions are also adequate. These three cover two essential aspects: 1. Orbia’s capacity to recover damages from them 2. The Buyer’s obligation to hold Orbia harmless from third-party claims. Netafim and Alphagary are missing explicit, broad customer-Orbia indemnities. We advise to include express provisions as in the other T&C’s. We also advise to expand the scope of the indemnities to include holding our business harmless from the consequences of any act of corruption, reasonable attorneys’ fees in connection with recovering damages or defending from a third party claim which the Buyer should protect Orbia from. "
Governing Law	16. GENERAL CONDITIONS: No agent, salesman or other party is authorized to bind Seller by any agreement, warranty, statement, promise or understanding not herein expressed. The sale of Goods pursuant to this contract, shall be governed by the internal laws of the State of Tennessee without regard to conflict principles. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contact with Seller and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Seller. Any clerical errors are subject to correction. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof.	"Miscellaneous 6. The laws of the country of incorporation of the Seller shall govern these Terms. The parties submit to the exclusive jurisdiction of the competent courts of the country of incorporation of the Seller and the courts entitled to hear appeals from those courts. LIMITED WARRANTY This warranty shall be subject to, and shall be exclusively governed by, the Laws of the State of Israel, to the exclusion of its conflict of law rules."	"12.1. The Agreement is exclusively governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (hereinafter the ‘Vienna Sales Convention’) does not apply."	"13.8 Governing law The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales."	"10. Applicable Law and Jurisdiction 10.1. All relations between MEXICHEM and the Client derived from the sale of resins will be subject to the Law of the Republic of Colombia (Law of the domicile of the Seller), regardless of the nationality or domicile of the Buyer, nor the place of manufacture or delivery of the resins. The parties expressly declare that their relations will not be applicable to the United Nations Convention (UN) on the international sale of goods."	-	"All T&C's provide for adequate governing law provision. Each provides for a different jurisdiction (Tennessee, Netherlands, England and Colombia). In case of Netafim, the jurisdiction may vary. It indicates that the terms are governed by the laws of the country of the Seller. Unless it is commercially inconvenient, we suggest fixing the jurisdiction to a country so that there can be certainty about the full efficiency of the provisions."
Dispute Resolution	17. ARBITRATION: Any dispute arising between Buyer and Seller based upon this agreement or the Goods purchased pursuant hereto will be heard in the Chancery Court for Knox County, Tennessee by a Chancellor sitting without a jury and the award of the Chancellor shall be final and binding upon the parties.	"Miscellaneous 6. The laws of the country of incorporation of the Seller shall govern these Terms. The parties submit to the exclusive jurisdiction of the competent courts of the country of incorporation of the Seller and the courts entitled to hear appeals from those courts. LIMITED WARRANTY Any dispute arising out of or in respect of this warranty shall be subject to the jurisdiction of the courts in the State of Israel."	"12.2. All disputes in relation to the Agreement or any resulting legal relationship will be settled exclusively by the court that has jurisdiction, the Overijssel District Court, location Zwolle, the Netherlands. 12.3. Contrary to Article 12.2, disputes are settled by the Netherlands Arbitration Institute (NAI) in accordance with the NAI Arbitration Regulations in force at the time if: - the Customer has its registered office outside the European Union; and/or - the dispute relates to a Work or any resulting legal relationship. The language of arbitration is Dutch and the place of arbitration is Zwolle, the Netherlands. If the original evidence is in the English language, the parties are entitled to submit such evidence in this language if the arbitrator or arbitrators so agree."	"13.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Notwithstanding this clause, nothing shall prevent the Supplier from bringing proceedings to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation, outside of England and Wales, in the country in which the Buyer is located or the matter leading to the dispute of claim arose."	10.2. All disputes and disputes about the existence, validity, compliance and termination of the resale sale between MEXICHEM and the Client, will be submitted to the judges of the Republic of Colombia, without prejudice to the right of MEXICHEM to sue the Client in its place of domicile or nationality.	-	"Most T&Cs provide for adequate jurisdiction provisions. Netafim appears to have conflicting jurisdiction provisions between the T&Cs and the warranty. The T&C provide for the courts in the Seller’s country. The warranty provides for Israeli courts. This could trigger jurisdictional issues. We suggest consistency between both. Wavin includes a complex arbitration provision that could be simplified to ensure its efficacy. We suggest including an arbitration clause for cross-border sales in all terms and conditions."
Exclusivity/Most Favored Pricing	-	-	-	-	-	-	Not included in any. Since these T&Cs govern sales and not purchases or supplies, this category may not be applicable.
Force Majeure/Excusable Delay	13. DELIVERY AND DELAYS: Unless expressly specified to the contrary, Goods in stock will be shipped promptly, and Goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate, and are based upon current availability of material, present production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance, of this agreement caused by or imposed by (a) strikes, fires, disasters, acts of terrorists, riots, acts of God, (b) acts of Buyer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities (d) government action; (e) subcontractor delay, or (f) any other cause or condition beyond Seller’s reasonable control. In the event of any such delay or nonperformance, Seller may, at its option, and without liability, cancel all or any portion of this agreement and/or extend any date upon which any performance hereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Orders will be considered complete upon shipment of a reasonable quantity over or under the amount specified in the Sales Order when it is impracticable to produce the exact quantity ordered.	"Force Majeure 1.Subject to subclause 2 below and except for any obligation of the Buyer to pay any money due to Seller, neither party will be liable for any delay or failure to perform any obligation hereunder caused by a Force Majeure Event. 2. The Party claiming the Force Majeure Event will (A) promptly notify the other Party in writing of the Force Majeure Event and its likely duration, and (B) will take reasonable steps to overcome the delay or stoppage. 3. 'Force Majeure Event' means an event condition or circumstance beyond a party’s reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, fire, inclement weather, epidemic or pandemic outbreak (including COVID-19 or similar), acts or threats or terrorism or war or other similar circumstances."	"6.1. If and insofar as Wavin fails to comply with its obligations under the Agreement as a result of force majeure as referred to in Article 6:75 DCC, Wavin is not liable for those failures. Insofar as compliance has not become permanently impossible, these obligations are suspended for the duration of the force-majeure situation. If the period during which performance is impossible due to force majeure lasts or will last longer than two (2) months, both parties are entitled to terminate or dissolve the Agreement without the Customer being entitled to claim compensation for that reason. 6.2. Force majeure on the part of Wavin exists in the event of, among other things, restrictive government measures, strikes, lack of raw materials, illness, delays, transport problems, (threat of) war, (full or partial) mobilization, riots, sabotage, floods, fire or other forms of destruction within Wavin's company, lockouts, workouts, breakdowns of machines or tools or other malfunctioning, including power failures, within Wavin's company and the circumstance that Wavin is not delivered a performance that is important in connection with the performance to be delivered by Wavin itself, or is not delivered on time or properly. Force majeure on the part of Wavin also exists if one or more of the aforementioned circumstances occur within the companies of Wavin's suppliers or subcontractors. 6.3. If Wavin has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, Wavin is entitled to invoice the part already delivered or the part that can be delivered separately, and the Customer is obliged to pay this invoice."	"12 Force majeure No liability shall result to the Supplier from any delay or suspension in the performance, in whole or in part, of its obligations under the Contract if such performance has been made impracticable by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not such regulation or order later proves to be invalid, or by the occurrence of a contingency beyond the reasonable control of the Supplier, including acts of God, epidemic, pandemic, fire, flood, accident, riot, war, sabotage, strike, labour trouble or shortage, breakdown or failure of equipment, or embargo. Furthermore, the Supplier’s (a) inability to obtain at prices and on terms deemed by it to be practicable any required raw material, energy source, equipment, labour or transportation, or (b) incurring increased costs for compliance with environmental protection, health or safety regulations, shall also be sufficient to relieve the Supplier of its obligation to perform under the Contract. If any of the circumstances described in this clause 12 only partially affect the Supplier’s ability to perform its obligations under the Contract, the Supplier shall have the right to allocate production and deliveries among all of its customers and its own requirements in a manner and at such times as the Supplier may determine. Quantities affected by this clause 12 may, at the option of either party, be eliminated from the Contract without liability, but the Contract shall remain otherwise unaffected. The Supplier shall have no obligation to obtain the Goods or raw materials from a third party or affiliate in order to supply quantities excused under this clause 12."	7.3. The term for delivery shall be deemed extended in cases of force majeure or fortuitous event that hinder or impede the delivery of MEXICHEM. In addition to the provisions of the Law, the following circumstances are understood as constituting force majeure or fortuitous event: (i) power outages at MEXICHEM facilities, (ii) shortage or rationing of raw materials, (iii) strikes or stoppages labor, (iv) order of authority, (v) disturbances, (vi) effects on the traffic of vehicles or people, provided they are not attributable to MEXICHEM. These same circumstances will entitle MEXICHEM to definitively withdraw from compliance with the agreement without giving rise to any compensation, moratorium or penalty, if these affect MEXICHEM's ability to fulfill its obligations.	-	"All T&Cs contain provisions covering for standard elements of force majeure: 1. Unforeseeable 2. Entailing impossibility to comply with obligations. We suggest including improbable “social” events which may not be typically defined as force majeure events: for instance, COVID-19, financial crisis, supply chain disruptions beyond our reasonable control, material adverse changes in law."
Stop Work	-	-	-	-	-	-	-
Code of Conduct	-	"Compliance with Laws; Anti-Corruption and Bribery Buyer further represents and warrants to Seller that: a. It will conduct itself in accordance with all applicable laws and regulations in carrying out his duties under these Terms. b. It and its applicable stakeholders, including, inter alia, any owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest, shall comply with Anti-Corruption Laws (defined below) and shall not cause Seller, its subsidiaries or affiliates to be in violation of any Anti-Corruption Law. “Anti-Corruption Laws” mean collectively all applicable foreign and domestic anti-bribery and anti-corruption laws, regulations, orders, judicial decisions, conventions and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls c. Neither it nor any of its affiliates or representatives have, directly or indirectly, taken any action that would cause them to be in violation of any Anti-Corruption Laws. d. It, its owners, directors, employees and its agents, have not and will not pay, offer, or promise to pay any money, financial benefit or thing of value to any government, or party official, candidate or employee at any level, including employees of state owned or controlled enterprises (""Government Officials"") (i) for the purpose of influencing any act or decision of such person or party in order to obtain or retain business, or to direct business to any person; or (ii) with regards to Government Officials and/or private individuals, induce that person to or reward that person not to perform its functions in connection with that person's employment or engagement. e. The Buyer represents and warrants that no owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest in Buyer (collectively, “Interested Persons”), is a Public Official or Entity. A “Public Official or Entity” means (i) an officer, employee, agent, contractor or representative of any government or military, including, but not limited to, a customs official; (ii) any department, agency, corporate entity, instrumentality or political subdivision of any government or military; (iii) any person or commercial entity acting in an official capacity for or on behalf of any government or military; (iv) any candidate for political office, any political party or any official of a political party. Buyer shall notify the Seller immediately if it learns at any time that (i) an Interested Person becomes a Public Official or Entity, or (ii) a Public Official or Entity acquires an ownership, voting, or economic interest in Buyer. f. It is neither a governmental entity, agency or instrumentality, nor is it owned by a governmental entity, agency or instrumentality; and no owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest in Buyer is a foreign Public Official or Entity. g. In the event of a breach of the obligations contained in this clause, these Terms are void. h. The Buyer (a) is not a Sanctioned Person, (b) has not, in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country, or (c) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor been the subject of an investigation or allegation of such a violation or sanctionable conduct. The Buyer shall conduct itself in accordance with Sanction Laws for the purposes of these Terms. i. Definitions i. ""Sanctioned Person"" means, at any time, (a) any person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b) any person operating, organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons described in the foregoing clauses (a) or (b). ii. ""Sanctioned Country"" means at any time, a country or territory which is the subject or target of any economic or financial sanctions or trade embargoes. iii. ""Sanction Laws"" means laws and executive orders of the United States of America, the United Nations Security Council, the European Union the United Kingdom, and the applicable laws of the jurisdictions under which the Buyer operates, imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and executive orders."	"4.7. In performing the Agreement, the Customer acts in the spirit of the Mexichem Code of Ethics which is published on https://www.wavin.com/en-en/About/Governance. Upon request, Wavin will send a paper version. 4.8. In connection with the Agreement, the Customer undertakes to comply with all applicable laws, regulations, decrees, applicable official government regulations relating to anti-bribery and anti-money laundering."	"9.2 The Customer acknowledges the importance to the Supplier of the Supplier’s Code of Ethics, set out at https://www.orbia.com/sustainability/policies-and-guidelines/ as may be updated by the Supplier from time to time. The Customer agrees that the Supplier may cancel the Contract, without liability to the Customer, if at any time it has reason to believe that the Customer violates the Supplier’s Code of Ethics."	-	-	"Only Wavin, Koura and Netafim provide for code of conduct. Netafim’s is the most robust and comprehensive. We suggest replicating a code of conduct provision in Duraline and Alphagary such as Netafim’s. Especially, because Orbia and its group may be subject to the US’s FCPA. Wavin still makes reference to Mexichem instead of Orbia. "
Parent Guarantee	-	-	-	-	-	-	-
Nuclear/Hazardous Applications	-	-	-	-	-	-	-
Insurance	8. ACCEPTANCE AND TRANSPORTATION: Seller shall not be responsible for insuring shipments unless specifically requested by Buyer and any insurance so requested shall be at Buyer’s expenses and valuation.	-	"15.2. With regard to the Products delivered subject to retention of title, the Customer is obliged: 1) to delay these and keep these insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection upon Wavin's request; 2) to pledge to Wavin, upon Wavin's request, all the Customer's claims against insurers in respect of the Products delivered subject to retention of title; 3) to store it carefully and marked as Wavin’s property; and 4) to cooperate in other ways upon Wavin's request with all reasonable measures that Wavin wishes to take to protect its right of ownership with regard to the Products that do not unreasonably impede the Customer in the normal course of its business. 23.1. Completion of the Work will take place by the Customer signing a delivery protocol drawn up by Wavin. In all cases, the Work will be deemed to have been completed as soon as the Customer has actually put the Work into use. From the date of completion, the Customer must have insured the Work independently, or at any rate all the consequences of the absence of such an insurance policy will be for the Customer's account and risk. After completion of the Work, Wavin will no longer be liable for defects, unless these are hidden defects as referred to in Article 23.2."	-	-	-	"Only Duraline and Wavin include insurance provisions. Wavin’s is more robust. We suggest including an express reference in all T&C’s that whenever a retention of title is applicable, the Buyer must secure, pay for and produce an insurance policy covering the goods. Legal departments of these divisions must be aware that, if they ship goods under certain incoterms (CIF for instance) they may be required to pay for insurance. "
Liquidated Damages Monetary Cap, Accrual Rate	3. PRICE: Payment terms of sale are net thirty (30) days unless Seller agrees otherwise in writing. In the event payment is not made within terms, Buyer shall be charged a late payment fee of one and one-half (1.5%) percent per month for each month in which payment is delayed, or the maximum lawful rate, whichever is lower, until payment is made in full.	"Prices and Payment terms If the Buyer fails to pay any amounts due, Buyer will pay an interest, at the official rate of interest set by the government of the country of incorporation of the Seller from time to time, over the outstanding balance on a monthly basis from the due date until actual payment in full. In addition, and without prejudice to any of Seller's other rights and remedies under the Commercial Documents or at law or in equity, Seller may, at its sole discretion, suspend or cancel deliveries of any Products to the Buyer."	"5.5. Unless the Customer objects to an invoice within a period of fifteen (15) days after the invoice date, that invoice is deemed to have been accepted. If the Customer remains in default with its obligation to pay as referred to in Article 5.4, the Customer will be in default de jure and all claims of Wavin will become immediately due and payable in full. In that case, the Customer will also owe statutory commercial interest plus 0.05% per day on the outstanding amounts up to and including the time of payment in full, without prejudice to any other rights to which Wavin is entitled by virtue of the law and the Agreement, which in any case includes performance of the Agreement and the right to compensation."	"7.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%."	-	-	"These liquidated damages refer to late payment. The provisions are adequate both in terms of applicability and the rates. The provisions vary in the accrual rate. Duraline’s and netafim’s are monthly, Wavin is daily. Koura is not specific. Alphagary does not include such a provision. We suggest standardizing all T&C’s to daily accrual and incorporating this provision to Alphagary’s. "
Changes in Law	-	-	-	-	-	-	-
Warranty Duration	"5. Dura-Line warrants that the following goods manufactured will be free from defects in material and workmanship for the following periods: 1. Conduit, CIC and pipe products for one year following the date of original shipment. 2. Placing equipment and accessories for 90 days following the date of original shipment. 3. With respect to lubricants, chemicals, pull tapes and specialty products, Dura-Line warrants only that such goods will conform to Dura-Line‘s standards as specified. The foregoing warranties are in lieu of all other warranties, expressed or implied, including those of merchantability or fitness for any purpose."	"LIMITED WARRANTY Netafim’s products are warranted to be free from defects in material and workmanship under normal use and service, for the periods set out in the table below in respect of each of the products, from the date of delivery. (Variable from 6 to 120 months periods)"	"7.5. Any right of claim of the Customer against Wavin will lapse one year after the Customer has become aware of this right of claim, unless the Customer has commenced legal proceedings against Wavin within this period."	"5.3 Customer shall inspect the Goods received under the Contract within three (3) business days of receipt of such Goods (""Inspection Period"") and either accept or, only if any such Goods are Nonconforming Goods, reject such Goods. “Nonconforming Goods” are Goods that fail to meet the Specification. Customer will be deemed to have accepted the Goods unless it provides Supplier with written notice of any Nonconforming Goods during the Inspection Period, stating with specificity all defects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by Supplier (including the subject Goods, or a representative sample thereof, which Customer contends is Nonconforming Goods). All defects and nonconformities that are not so specified will be deemed waived by Customer, such Goods shall be deemed to have been accepted by Customer, and no attempted revocation of acceptance will be effective. If Customer timely notifies Supplier of any Nonconforming Goods, Supplier shall determine, in its reasonable discretion, whether the Goods is Nonconforming Goods. 8.7 Failure by the Customer to provide Supplier with written notice of any claim under the Contract within thirty (30) days of delivery of the Goods applicable to such claim shall constitute a waiver of such claim by the Customer. Notwithstanding any applicable statute of limitations to the contrary, any action by the Customer for a claim hereunder must be instituted no later than one (1) year after the occurrence of the event upon which the claim is based. All of the foregoing limitations shall apply whether Customer’s claim is based upon breach of contract, breach of warranty, indemnity, negligence, strict liability or any other legal theory. "	"8. Failing 8.1. Once the resins have been received, the Client has the duty to inspect them regularly and inform MEXICHEM of any failing without undue delay within a maximum period of 3 calendar days of receiving the resins. In the case of failing that legally qualify as hidden failings, the term to report them will be counted from the day the failing was discovered or discovered. 8.2. In any case, the Client's right to make claims for failing ceases within three (3) months from the delivery of the resins."	-	"All clauses conform with expressing the warranties applicable to the goods and the timeframe for it. Only Alphagary and Koura impose the duty to inspect the goods on the Buyer. We suggest including that duty into all T&Cs. "
Warranties and Remedies	"5. If any products are found by Dura-Line to be defective, such products, at Dura-Line’s option, will be replaced or repaired at Dura-Line’s cost. The Purchaser’s sole remedy for a defective product, and for any and all claims arising out of the purchase and use of the product, shall be limited to the repair and replacement of the product at Dura-Line’s cost. Goods which may be sold by Dura-Line but which are not manufactured by Dura-Line are not warranted by Dura-Line, but are sold only with the warranties, if any, of the manufacturers thereof."	"LIMITED WARRANTY If a customer of Netafim identifies a defect in a Netafim™ product and informs Netafim of that defect during the applicable warranty period, Netafim will repair, replace, or refund a part or the full cost of the product’s purchase price, at its sole discretion, either the product or the defective part. This warranty extends only to the original dealer/installer of the Netafim™ product. The Netafim warranty duration commences upon the delivery date to such dealer/installer. Netafim reserves the right to alter, modify or redesign its products, pricing and this warranty at all times without creating any liability for the obsolescence of customer inventory or such parts or products."	"23.2. Hidden defects, including defects that could not reasonably have been identified despite close supervision during the execution or inspection upon completion of the Work, these must be reported to Wavin in writing within seven (7) days of discovery, but no later than twelve (12) months after completion of the Work. Initial hidden defects – provided they are reported in time – will be repaired as far as possible free of charge by Wavin within a reasonable period to be determined by Wavin, without Wavin having any obligation to pay compensation in this respect."	"5.4 If Supplier determines that such the Goods are Nonconforming Goods, then, subject to clauses 5.3 and 5.5, the Supplier shall, at its option and as Customer’s sole and exclusive remedy, replace the defective Goods or refund the price of the defective Goods in full. 5.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events: (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the unloading, storage and use of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of willful damage, negligence, or abnormal storage or working conditions; or (d) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1. 5.7 These Conditions shall apply to any replacement Goods supplied by the Supplier."	9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested.	-	All but Alphagary include repair or replacement as sole remedies. Such remedies are adequate. We suggest including it in Alphagary.
Warranties “In & Out” Costs	-	-	-	-	-	-	-
Confidential Information	-	-	"10.1. The Customer will refrain in any way from communicating to third parties with regard to the Agreement or with regard to the performance of the Agreement by either party, whether or not for publicity purposes, except with the Wavin’s prior express written consent, which consent will not be withheld on unreasonable grounds. 10.2. The Customer will observe strict confidentiality with regard to information that the Customer knows or becomes aware of from or about Wavin and/or contacts of Wavin. The Customer will not make the Performances delivered by Wavin or the results thereof, or any information and data carriers that are or have been provided to the Customer in the context of the Agreement in any form whatsoever, accessible to third parties or provide any information about them to third parties, and only disclose these to its personnel to the extent that this is necessary for the execution of the Agreement. The Customer will bind its personnel and/or the third parties engaged by the Customer in the performance of the Agreement to these confidentiality provisions. If the Customer fails to comply or fails to fully comply with the obligations in this Article, the Customer by this single fact per event, will owe Wavin an immediately payable penalty of an amount equal to 5% of the agreed price in accordance with the Agreement, with a maximum of EUR 20,000 in all cases, without any demand or notice of default being required and without prejudice to Wavin's right to performance and full compensation for damages. 10.3. After the complete performance of the Agreement, this Article will continue to apply in full until such time as Wavin releases the Customer from confidentiality in writing."	-	-	-	Only Wavin includes a confidentiality provision. The provision is adequate but can be improved. We suggest including in all and considering the following as confidential information: price, terms of delivery, and other business operation related matters. We also suggest including exceptions to confidentiality such as a court ordered disclosures and the duty on the Buyer to inform about such disclosures.
Intellectual Property – Ownership, License, Transfer	-	"Intellectual Property 1. The Buyer acknowledges that any and all Intellectual Property is exclusively owned by Seller. The Buyer shall not take any action that will impair the ownership and rights of Seller in and to the Intellectual Property. Buyer undertakes that it will not obliterate, remove, conceal or modify any Intellectual Property appearing on any Products, nor will it append any additional marks thereto. 2. The Buyer shall not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Intellectual Property. The Buyer may not use Seller's name, logos or trade-marks or any other Intellectual Property on any website. 3. “Intellectual Property” shall mean for the purposes herein any patent, copyright, industrial design, trademark, tradename or other industrial or intellectual property right in respect of the Products and applications for any of the foregoing."	"9.1. All intellectual property rights to the Performances delivered by Wavin to the Customer, as well as any subsequent results, are vested in Wavin. The Customer does not acquire any right to Wavin’s intellectual property rights. Insofar as the intellectual property rights are not vested in Wavin by operation of law, the Customer hereby assigns them to Wavin, to the extent possible, and guarantees that it is entitled to do so. If this transfer would not be legally valid, the Customer will transfer the intellectual property rights to Wavin in a legally valid manner upon Wavin's request. Wavin's intellectual property rights include all trademarks, trade names, logos, designs, symbols, emblems, distinguishing marks, slogans, service marks, copyrights, patents, models, drawings, know-how, information and any other distinguishing material of Wavin, whether or not subject to registration or filing (hereinafter ‘IP rights’). The Customer may not use or copy them, or make them available or show them to third parties without Wavin’s express prior written consent. 9.2. The Customer will not do or fail to do anything that could damage, endanger or impair Wavin's IP rights. In particular, the Customer will not: (a) modify, remove or disfigure IP rights or other means of identification of Performances delivered by Wavin; (b) use Wavin's IP rights in such a way that their distinctive character or validity may be affected; (c) use trademarks other than Wavin's trademarks with regard to Performances delivered by Wavin without Wavin’s prior express written consent, or (d) use trademarks or trade names similar to Wavin's trademarks or trade names that may cause confusion or deception. 9.3. The Customer will inform Wavin immediately and fully of any actual, expected or envisaged infringement of Wavin's IP rights that comes to the Customer's attention. 9.4. The Customer indemnifies Wavin against all third-party claims on account of any actual or alleged infringement of IP rights relating to the manufacture, delivery or use of a Performance that has been produced or delivered in accordance with the Customer's specifications, or with the use of materials, drawings, models, instructions, etc. made available by the Customer. The Customer will compensate Wavin for the damage it suffers as a result, including any costs of defense. In such event, Wavin is entitled to suspend the performance of its obligations under the Agreement or to terminate the Agreement with immediate effect, without being obliged to pay any compensation to the Customer. 9.5. To the best of Wavin's knowledge, Wavin's Products and Services do not infringe the IP rights of any third party. However, Wavin is not liable to the Customer if the Products or Services unexpectedly infringe the IP rights of third parties."	-	-	-	"Only Netafim and Wavin provide for IP protections. Wavin provides the highest degree of protection. Netafim can be improved to Wavin's standard. The fact that there are no clauses in Alphagary, Koura and Duraline does not mean that the companies lack protection. They are protected by law but it is suggested to include express provisions such as Wavin because the default standard protection may be limited. "
Export Control & Licensing	-	-	"12.6. The Customer will not export, resell or transfer any Product to any person, entity or location subject to UN, US or EU sanctions or embargoes. 12.7. The Customer warrants that it is not subject to any embargo or any UN, US or EU sanction (‘Restricted Party’), that it is not owned or controlled directly or indirectly by a Restricted Party and that it is not located in any jurisdiction subject to any embargo or any UN, US or EU sanction. 12.8. The Customer agrees that Wavin reserves the right to review any transaction for export restrictions, even after the Agreement has been entered into, and to still terminate it on the basis of the results of this review, without being in any way liable to the Customer."	-	-	-	We are not aware of the EU, US, Colombian or English regulations on exports to countries with embargoes. However, instead of including an express provision regarding the faculty of our companies to control exports, we suggest including a provision in which we shift that duty (to refrain from exporting to embargoed countries) to the Buyer. Buyer should also hold us harmless in case of breach.
Changes	14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment.	"General 2. The Buyer may not cancel an order unless such cancellation is expressly agreed to in writing by the Seller. 3. Any order provided to the Buyer and any indication by the Seller of the terms of sale, including the price of the Products, will bind the Seller only following the Seller's written order confirmation. "	"20.4. If statutory regulations or governmental decisions set higher requirements for the Work than those set out in the Agreement, changes to the Work that are necessary to comply with those requirements will be charged as additional work. 2.6. Wavin is always entitled to make changes to the Performance to be delivered under the Agreement, to improve it or to comply with any government regulation."	"13.3 Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives)."	-	-	"All provisions allow changes if agreed in writing. However, Duraline is the only one expressly providing for a restocking fee in case of cancellation (a type of change). Wavin makes reference that any changes will be charged as additional work. Therefore, there can be discretion in charging or not for changes. We suggest standardizing these clauses to reflect that: 1) Any order is final when confirmed by seller 2) Any change should be within a certain time frame (depending on the product) 3) Any change must be agreed upon in writing 4) Buyer must pay any expense related to that change (restocking, reshipping, work already done, etc.)"
Buyers’ Data (Collect & Use)	-	-	-	-	-	-	-
Customer’s Data (Collect & Use)	-	-	"11.1. If Wavin processes personal data originating from the Customer in the capacity of data controller as referred to in the Dutch General Data Protection Ordinance (hereinafter referred to as ‘AVG’), Wavin will do so in accordance with the AVG and other data protection laws and regulations. The foregoing also applies to the Customer if it processes personal data originating from Wavin in the capacity of data controller."	-	-	-	"Only Wavin provides for privacy protection. We strongly suggest including a privacy provision in all T&Cs. The provisions can be similar and substance and spirit. However, we suggest requesting advice from local counsel in each jurisdition to confirm that they comply with the local privacy legal framework. "
Orbia Right to Termination	14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment.	-	"8.1. Without prejudice to Wavin's rights under the Agreement, these Terms and Conditions or the law, all claims of Wavin are immediately due and payable and Wavin is entitled at any time, without notice of default being required, to suspend or terminate in whole or in part (further) performance of the Agreement entered into with the Customer, subject to the Customer's obligation to compensate Wavin for the damage suffered as a result and without prejudice to Wavin's other rights, if: (i) the Customer fails to fulfil one or more of its obligations towards Wavin or one or more enterprises affiliated to Wavin, or fails to do so on time or in full, or Wavin has reasonable reason to assume that the Customer will not fulfil its obligations, will not fulfil them on time, or will not do so in full; (ii) the Customer has applied for or has been granted a suspension of payment, the Customer has filed for insolvency and/or its insolvency has been declared, or the Customer otherwise loses the free disposal of its assets; (iii) the Customer’s products are seized; (iv) permits or licenses necessary for the performance of the Agreement lapse or are revoked; (v) the Customer's business is terminated; (vi) more than 50% of the Customer's share capital is transferred; (vii) any share capital of the Customer is transferred to a natural or legal person that produces or trade products that compete with Wavin's products; (viii) the control of the Customer changes in any other way; (ix) the Customer is involved in any fraudulent, deceptive and/or illegal activity, or (x) the Customer, in Wavin's opinion, adversely affects the reputation, good name or goodwill of Wavin or Wavin Products. See also Force Majeure"	"11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract or any other contract between the Customer and the Supplier and (if such a breach is remediable) fails to remedy that breach within [30] days of that party being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment."	"6. Customer Breaches When the Client enters into default of the obligations with MEXICHEM, he shall entitle MEXICHEM to modify the conditions of sale and supply."	-	"Only Wavin and Koura provide for express rights to terminate. Such right could be inferred from Duraline and Alphagary but we suggest improvement of the provisions to expressly describe: 1. Causes for termination 2. Mechanics of termination (providing notice, timeframe, etc) 3. Effect of termination. Netafim does not include specific provision for termination. We suggest including it. "
Customer Right to Termination	-	-	"5.3. If, after the Agreement was entered into, a change occurs in the cost of raw materials, taxes, wages, levies, premiums of any kind, whether or not imposed by the authorities, Wavin is entitled to change the agreed price unilaterally. If this power is exercised and Wavin wishes to increase the agreed price by more than 5% or Wavin wishes to increase the agreed price within three months after the conclusion of the Agreement, the Customer is entitled to terminate the Agreement within a period of two (2) weeks, without the Customer being entitled to any right to claim compensation from Wavin for that reason. 7.1. In the event of a shortcoming on the part of Wavin, the Customer must give Wavin written notice of default, giving Wavin a reasonable period of time (in which case a period of less than fourteen (14) days of the date of receipt of the written default notice is never reasonable) to deliver the relevant Performances in accordance with the Agreement. If Wavin exceeds this reasonable period, the Customer is entitled to terminate the Agreement in whole or in part, but only with regard to that part of the Performance in respect of which Wavin has failed. See also Force Majeure"	-	-	-	"Wavin's T&Cs are the only ones providing for termination by the customer. We suggest replication of that provision in the remaining indicating: 1) Causes for termination 2) Mechanics of the termination (notices, timeframes) 3) Effects of the termination. Under each of the applicable laws, the customer should have the right to terminate as a question of law or equity. However, it is better to state the causes and mechanics expressly to provide certainty to our group on how such terminations operate. "
Assignment & Novation	-	-	-	"13.1 Assignment and other dealings (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier."	-	-	"Koura is the only one providing for express assignment restrictions. We suggest incorporating such restriction in the remaining T&C's. This provides Orbia with certainty that the other party will remain constant. "
Subcontract	-	-	"21.1. If hiring a particular subcontractor is or will be required by or on behalf of the Customer, and this prescribed subcontractor does not perform, does not perform on time or does not perform properly, and Wavin has given notice of default to the subcontractor in question, Wavin will not be liable for any such failure on the part of the subcontractor. The Customer will reimburse Wavin for any costs incurred as a result of the failure of the prescribed subcontractor. Subsequently, upon the Customer's request, Wavin will assign this claim against the relevant subcontractor to the Customer."	"13.1 Assignment and other dealings (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier."	-	-	"Koura and Wavin are the only ones providing for express provisions in connection with subcontracting. We suggest replicating Wavin's regarding our ability to subcontract and charge the Buyer for any related expenses and Koura's in connection with the Buyer's ability to subcontract. "
Audit	-	-	-	-	-	-	-
General Clauses None of terms intended to be enforced by third parties under United Kingdom Contracts (Rights of Third Parties) Act (1999) where applicable or any other law Entire agreement, changes in writing Severability	"16. GENERAL CONDITIONS: No agent, salesman or other party is authorized to bind Seller by any agreement, warranty, statement, promise or understanding not herein expressed. The sale of Goods pursuant to this contract, shall be governed by the internal laws of the State of Tennessee without regard to conflict principles. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contact with Seller and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Seller. Any clerical errors are subject to correction. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof. 18. ENTIRE CONTRACT: The Terms set forth herein and on the face, side hereof constitute the entire agreement between Buyer and Seller on these issues. Any representations, promises, warranties or statements by any agent or employee of Seller that differ in any way from these Terms shall be given no effect or force."	"Miscellaneous 1. Neither Seller’s failure or delay to exercise any power or privilege under these Terms or failure to insist upon strict compliance by the Buyer with any obligation herein, nor any custom or practice of Seller or Buyer shall constitute any waiver of any of Seller’s rights hereunder. 2. Waiver by Seller of any default of the Buyer must be in writing and shall not affect or impair Seller's rights in respect of any subsequent or future default. 3. Notices or other communications provided for in these Terms shall be in writing and shall be delivered, given or otherwise provided (i) by hand, in which case, will be effective upon delivery, (ii) email, in which case, on the date sent if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (iii) by overnight delivery by an internationally recognized courier service, prepaid for next day delivery, in which case, it will be effective two (2) business days after being deposited with such courier service. 4. If anything in these Terms shall be held unenforceable, illegal or void by a court of competent jurisdiction then it shall be severed and the rest of these Terms shall remain in full force to the extent possible. 5. Buyer shall not assign any of its rights or obligations hereunder to any other entity, without the Seller’s prior written consent. These Terms shall inure to the benefit of the Parties hereto and their permitted successors and assigns."	"1.1. These General Terms and Conditions apply to all legal relationships between Wavin B.V., or a Dutch company belonging to the Wavin B.V. group within the meaning of Article 2:24b of the Dutch Civil Code (‘DCC’) (each of these companies hereinafter referred to as ‘Wavin’) and its Customer (hereinafter referred to as the ‘Customer’) that relate to sale, provision of services, contracting of work, and/or Wavin’s delivery of any other performance to the Customer (hereinafter referred to as the ‘Agreement’). Reference to the Agreement also constitutes a reference to these General Terms and Conditions of Sale (hereinafter referred to as the ‘Terms and Conditions’). 1.2. In the event of a conflict between these Terms and Conditions and any provision of the Agreement, the Agreement prevails. 1.3. To the extent that these Terms and Conditions have been made available in another language then the Dutch language, the Dutch text prevails in the event of any dispute relating to the interpretation of the Terms and Conditions. 1.4. In this document, the following definitions apply: 1) Products: all goods that Wavin delivers or arranges to deliver to the Customer for the performance of an Agreement, including associated parts, designs, drawings and models. 2) Services: all activities, other than Works, that Wavin carries out or arranges to carry out for a consideration or free of charge on behalf of the Customer; 3) Works (or Work): all works of a tangible nature as referred to in Article 7:750 DCC that the Customer performs or arranges to perform 4) Performance: all Performances that Wavin delivers or arranges to deliver to the Customer, such as Services, Products and/or Works in any form whatsoever and/or the results thereof and/or all activities necessary for executing the Agreement in full."	"13.2 Entire agreement (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 13.4 Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 13.5 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 13.6 Notices (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post at its registered office (if a company) or its principal place of business (in any other case). (b) Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (ii) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting or (where the address is overseas) on the fifth Business Day after posting, or at the time recorded by the delivery service. (c) 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. (d) A notice given under the Contract is not valid if sent by email."	"11. Final Provisions 11.1. Any modification, exception, addition to these General Conditions, which constitute an agreement accepted between MEXICHEM and the Client unless an imperative norm prevents it, will only take effect if they appear in a document signed by authorized representatives of both parties. 11.3. The claims and notifications of the Client to MEXICHEM will only be understood as made when they have been formulated by the Client to the addresses informed by MEXICHEM. 11.4. In case of any clause of these General Conditions they are null, this will not affect the existence and validity of the other clauses."	-	"All T&Cs provide for adequate miscellaneous provisions: 1) Entire agreement 2) No waiver 3) Separability 4) Etc. We suggest supplementing Alphagary's."
U.S. Government Contracts	-	-	-	-	-	-	-
Finance
Payment Days	3. PRICE: Payment terms of sale are net thirty (30) days unless Seller agrees otherwise in writing. In the event payment is not made within terms, Buyer shall be charged a late payment fee of one and one-half (1.5%) percent per month for each month in which payment is delayed, or the maximum lawful rate, whichever is lower, until payment is made in full.	"Prices and Payment terms 5. Invoices shall be paid by Buyer, together with any applicable VAT and taxes, within 14 days of the date of issuance of the Seller's invoice, unless otherwise agreed in the Commercial Documents. If the payment falls due on a weekend or public holiday in the territory of sale, Buyer must make payment by the last working day of the month in which such payment falls due."	5.4 Unless otherwise agreed, payment must be made within 30 days of the invoice date by transferring the amount due to Wavin’s bank account. Payment must be made without suspension or settlement.	"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."	Unless expressly stated in writing by MEXICHEM, any order or invoice issued by the Client must be paid in the manner indicated by MEXICHEM on the invoice or in the term agreed between the parties.	-	"Most T&Cs provide for a terms of payment. Terms range from 14 to 30 days (30 being the most common). Duraline does not provide when such period starts running. Alphagary does not provide for a specific period and leaves it open to parties agreement. We suggest including a fixed period for Alphagary and standarizing when the time period starts running (e.g. 30 days after receiving the invoice)"
Payment	10. CREDIT TERMS: All orders and shipments shall at all times be subject to the credit approval of the Seller. Seller reserves the right of declining to make shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and Seller shall not in such event be liable for breach or nonperformance of contract , in whole or in part.	-	"5.4. Unless otherwise agreed, payment must be made within 30 days of the invoice date by transferring the amount due to Wavin’s bank account. Payment must be made without suspension or settlement."	"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."	"5.3. Unless expressly stated in writing by MEXICHEM, any order or invoice issued by the Client must be paid in the manner indicated by MEXICHEM on the invoice or in the term agreed between the parties. 5.4. Unless expressly stated in writing by MEXICHEM, payment must be made by bank transfer or in accordance with the payment method agreed between the parties. 5.5. If MEXICHEM accepts payment by check, letter of credit, or any other security or credit, the payment will only be understood when MEXICHEM effectively receives its amount. The cost of any commission, fee, or lien on the check, letter of credit, security or credit title will be agreed at the time of negotiation of the purchase order."	-	"All T&Cs provide adequate payment provisions covering key aspects: 1) Funds must be clear 2) Payment must be for the full price without any kind of withholding. Aplhagary is the only one providing that checks can be accepted. Unless commercially inconvenient, we suggest switching to wiretransfers. Checks may pose a risk. "
Right to Offset	-	"Prices and Payment terms 3. All payments made by the Buyer under these Terms shall be made in full without any deduction, set-off or counterclaim whatsoever."	"5.6. Any turnover bonus or a discount arrangement agreed on does not become due until after the Customer has fulfilled all obligations towards Wavin."	7.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).	11.2. The Client may only make compensation of obligations under his responsibility with obligations in charge of MEXICHEM when the latter are not disputed and have been expressly recognized by MEXICHEM or by a judicial authority.	-	"Most T&Cs restrict offsets adequately. Alphagary provides that it is possible under certain conditions that may be subject to broad interpretation. We suggest replacing it with a restriction to offset. "
FX - Currency	-	-	"5.1. All prices are exclusive of VAT and other taxes, levies and duties. Payment is made in Euros."	"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."	-	-	"Only Wavin and Koura provide for express currency provisions. The others are silent. We suggest including a provision indicating a default currency or an express indication that the currency will be stated in the purchase order. We also suggest including a provision that, if payment is received in a different currency, the Buyer must cover any difference caused by the exchanged rate. "
Financial Guarantee Language – bond, bank guarantee, letter of credit or insurance issued	3. PRICE: Until the purchase price and any late fees have been paid in full, Seller retains a security interest in the goods sold, consigned or leased (“Goods”) and in all proceeds of said Goods. Buyer hereby irrevocably authorizes Seller to execute and file UCC financing statements in support of a purchase money security interest.	-	"5.9. Upon Wavin's request, the Customer must comply with a request for advance payment or other security for the fulfilment of any payment obligation of the Customer. Until this has been complied with, Wavin is entitled to suspend the execution of the Agreement or the order in question, without the Customer being entitled to claim compensation for that reason."	-	-	-	"Only Duraline and Wavin provide for financial guarantees. Both provide for different type of security (retention of title vs advance payment). We suggest: 1) Blending both into one 2) Expanding the scope to further guarantees (for instance, granting repossession rights where the jurisdiction allows it) 3) Replicating these provision in all T&Cs"
Taxes and Duties	11. TAXES: Unless otherwise specifically provided on the face hereof; the price for the Goods purchased is net and does not include sales, use, excise or similar taxes, whether federal, state or local. The amount of any such taxes applicable to the Goods shall be paid by Buyer in the same manner and with the same effect as if originally included in the purchase.	"Prices and Payment terms 2. Prices are exclusive of any applicable direct or indirect taxes, levies, customs, duties, VAT, levies, fees and/or any other payments of whatsoever nature (“Taxes”). All Taxes shall be paid by Buyer and payments by Buyer to Seller shall be made without any deduction or withholding on account of Taxes"	"5.1. All prices are exclusive of VAT and other taxes, levies and duties. Payment is made in Euros."	"7.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice. 7.4 The price of the Goods excludes any import duty or other government tax applicable to the delivery of the Goods. The Customer shall be liable for, and agrees to pay, all taxes, excises, duties, tariffs and other similar charges and fees (including any environmental assessments, fees, taxes, or similar items or charges) (collectively, Taxes), imposed by any local, national or international authority, which have to do with or affect the Goods ordered under the Contract and the sale or delivery thereof (except those Taxes based on the income of the Supplier)."	5.1. Any sales tax or value added will be charged to the Customer, which will be included in the invoices by MEXICHEM. Likewise, it will be the responsibility of the Client any tax, lien or tariff on the sale of resins or it will be applied in accordance with the term Incoterm agreed.	-	All provisions indicate that the Buyer is solely responsible for paying taxes. These are adequate provisions.
Audit	-	-	-	-	-	-	-
Risk
Local Content Requirement – vendors, suppliers, legal entity, cap-ex and/or local labor	-	-	-	-	-	-	-
Storage	-	-	"13.5. The Customer must take delivery of the Products on the agreed date of delivery and in all cases without any delay, as soon as the Products are reported ready for delivery by Wavin. If the Customer does not accept the delivery or fails to provide information or instructions necessary for the delivery, the Products will be stored by Wavin at the Customer’s expense and risk. The Customer is liable for all costs and damages resulting from the refusal or negligence in relation to the acceptance, including the costs of storage and re-delivery."	"4.4 If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract the Supplier may store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance). 4.5 If [ten] Business Days after the day on which the Supplier first attempted delivery of the Goods, the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods, in addition to reasonable storage and selling costs."	-	-	"Only Koura and Wavin impose the duty on the customer to receive the goods. They are both adequate clauses with Koura being more comprehensive. We suggest replicating Koura's clause in the rest. "
Title Transfer and Risk of Loss	9. TITLE AND RISK OF LOSS: Title to any Goods sold and risk of loss of such Goods passes to Buyer upon delivery by Seller to carrier, and any claims for losses or damage shall be made by Buyer directly with carrier.	"Prices and Payment terms 7. Unless otherwise agreed, risk of loss and transfer of title to the Products shall transfer to the Buyer upon delivery to the Buyer. "	"15.1. All Products delivered by Wavin will remain the property of Wavin until such time as the Customer has fully complied with all its payment obligations towards Wavin pursuant to any agreement entered into with Wavin for the delivery of Products as well as the related performance of Work or Services, including claims relating to failure to perform such an agreement. As long as the ownership of the Products delivered or to be delivered has not been transferred to the Customer, the Customer is not entitled to pledge the Products or to grant a third party any right of security in respect thereof. The Customer is, however, permitted to sell and actually deliver the Products delivered to third parties subject to retention of title in the context of normal business operations. 13.6. The risk of the Products passes to the Customer when the Products are delivered to the agreed location in accordance with the Agreement and in the absence of such a provision, in accordance with the applicable delivery condition as referred to in Article 13.1. If the delivery is delayed due to circumstances within the responsibility of the Customer, the risk is transferred to the Customer from the moment that Wavin announces that the Products are ready for dispatch. 22.2. With regard to Products that must be installed and/or that must form part of the Work to be produced, the risk of both the Work to be created and that of the installed Products and those not yet installed will pass to the Customer from the moment when the Products arrive at the Customer's (business) premises or at the construction site."	"6.1 The risk in the Goods shall pass to the Customer on delivery unless, before delivery has taken place, the Supplier notifies the Customer in writing that title in the Goods has passed to the Customer. 6.2 The Customer shall advise the carrier and the Supplier in writing (otherwise than by a qualified signature on the delivery note) within the following time limits: (a)for loss from a package or from an unpacked consignment, or for damage to or non-delivery of any part of a consignment, within 3 Business Days of the date of delivery of the consignment or part consignment, followed by a valued claim in writing within 7 Business Days after termination of transit; (b)for damage to a whole consignment, within 28 days of notice of dispatch (other than upon a delivery note) followed by a valued claim in writing within 42 days after the commencement of transit. The Supplier will decline to entertain claims unless the Customer complies with the provisions of this clause 6.2 6.3 Title to the Goods shall pass to the Customer on delivery."	7.1. The responsibility and risks on the merchandise sold will be those foreseen in the term Incoterm agreed between the parties.	-	"All T&Cs provide for transfer of title and risk –albeit inconsistently. We suggest to replicate Wavin's standard: risk of loss is transferred upon delivery to the Buyer or the carrier. Title to the goods shifts to the Buyer only after the Buyer has paid the goods in full. Alphagary refers this matter to the agreed upon Incoterm. Unless commercially inconvenient, we suggest replacing it with a default provision similar to Wavin's. "
Vendor List – restrictions on single source or country limitations	-	-	-	-	-	-	-
Changes in Scope	-	-	-	-	-	-	-
Quality Requirements	-	-	"13.7. Wavin is entitled to deliver other products than the Products ordered by the Customer, provided they are of the same quality and functionality, and Wavin guarantees that equivalence towards the Customer. 16.3. If the Products are delivered by Wavin on submission of a quality declaration in the sense of the Dutch Housing Act or regulations with regard to CE marking, those Products are deemed to be good and sound except where the Customer submits technical proof to the contrary.. 2.5. All images and specifications of Performances in Wavin catalogues, price lists, advertisements and the like are indications. Wavin is not responsible for the correctness of the declarations of weight, dimensions, capacity and such. If Wavin has shown a model, sample or example, this is deemed to have been shown only as an indication. The quality of the Services to be delivered may differ from this."	5.1 The Supplier warrants that on delivery (but before discharge into any receiving tank or vessel), the Goods shall conform with the applicable Specification or (if there is no Specification) be within normal limits of industrial quality.	-	-	"Only Wavin and Koura expressly provide for qualty of the goods. Wavin is the most comprehensive and flexible to Orbia's companies. We suggest replicating such provision that to the rest. "
Delivery Time and Documentation Requirements	13. DELIVERY AND DELAYS: Unless expressly specified to the contrary, Goods in stock will be shipped promptly, and Goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate, and are based upon current availability of material, present production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance, of this agreement caused by or imposed by (a) strikes, fires, disasters, acts of terrorists, riots, acts of God, (b) acts of Buyer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities (d) government action; (e) subcontractor delay, or (f) any other cause or condition beyond Seller’s reasonable control. In the event of any such delay or nonperformance, Seller may, at its option, and without liability, cancel all or any portion of this agreement and/or extend any date upon which any performance hereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Orders will be considered complete upon shipment of a reasonable quantity over or under the amount specified in the Sales Order when it is impracticable to produce the exact quantity ordered.	"The Products; Delivery and Warranty; Return 4. Seller will use commercially reasonable efforts to meet the delivery dates, specifications and quantities set forth in the Seller’s order confirmation. Seller will not be liable for nonconformity, losses, damages or delays suffered by the Buyer or any third party for any failure to meet the delivery dates, specifications and quantities. 5. If the Seller cannot meet the delivery date, it will notify the Buyer and use reasonable endeavors to make delivery within a reasonable time. Buyer must accept delivery and pay the Price thereof irrespective of such delay. 6. The Seller may make delivery by instalments. Each installment shall be considered a separate transaction, shall be separately invoiced and paid for when due per the applicable invoice. "	"13.1. Unless otherwise agreed, delivery will take place EXW in accordance with the most recent version of the ICC Incoterms. 13.2. If delivery on demand has been agreed, the Customer will purchase all Products within six months of entering into the Agreement, or at least Wavin will be entitled to invoice these Products as having been purchased within that period. 13.3. If Products are specifically produced at the Customer's request, these will be delivered and purchased within six weeks of production."	"4.1 The Supplier shall deliver the Goods in the manner set out in the Order (or, if not specified, as determined by Supplier in its discretion) to the location set out in the Order or such other location as the parties may agree. Delivery is completed when the Goods are delivered in accordance with the agreed Incoterm or (where no Incoterm is applicable) upon the unloading of the Goods at the agreed delivery location. Supplier shall not be required to tender delivery of any quantities of Goods for which Customer has not provided timely shipping instructions. 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall have no liability for any delay or failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5 If [ten] Business Days after the day on which the Supplier first attempted delivery of the Goods, the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods, in addition to reasonable storage and selling costs. 4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment."	7.2. MEXICHEM has the right to make partial deliveries of resins, which does not constitute a breach of its obligations, if (i) partial delivery is adequate for the Client within the intended use for resins, (ii) the delivery of the remaining resins is guaranteed, and (iii) the Client does not incur any additional cost for this circumstance, unless MEXICHEM declares and in writing that it is willing to bear these costs.	-	"Only Wavin and Koura expressly provide for qualty of the goods. Wavin is the most comprehensive and flexible to Orbia's companies. We suggest replicating such provision that to the rest. "
Environmental, Health & Safety
Hazardous Materials/Waste Management, HSE Permits and Unusually Hazardous Activity	-	-	-	-	-	-	-

"6. LIMITATION OF LIABILITY: SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS SHALL BE LIMITED TO REPAIRING OR REPLACING PARTS FOUND BY SELLER TO BE DEFECTIVE OR AT SELLER’S OPTION, TO REFUNDING THE PURCHASE PRICE OF SUCH GOODS OR PARTS THEREOF. AT SELLER’S REQUEST, BUYER WILL SEND, AT BUYER’S SOLE EXPENSE, ANY ALLEGEDLY DEFECTIVE PARTS TO THE PLANT OF SELLER WHICH MANUFACTURED THEM FOR INSPECTION AND WARRANTY ADJUSTMENT. 7. DISCLAIMER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE AND SALE OR LEASING OF SELLER’S GOODS, INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH. CONSEQUENTIAL DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE WITHOUT LIMITATION LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH TO ANY PERSON, OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING WITHOUT LIMITATION PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). BUYER SHALL INDEMNIFY SELLER AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY."

"LIMITED WARRANTY Netafim's obligation to repair, replace or refund the cost of its products as set forth above is the sole and exclusive warranty given by Netafim. Netafim disclaims any and all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose and/ or warranty of non-infringement. Netafim will not be liable to any party in strict liability, tort, contract, or any other manner for damages caused or claimed to be caused as a result of any design or defect in Netafim's products. In addition, Netafim shall not be liable, and a customer and/or any third party shall not be entitled to recover from Netafim, any, general, special, incidental, consequential, indirect, punitive, or exemplary damages of whatsoever nature and type (including, without derogating from the generality of the foregoing, losses or damages caused by shutdowns or service interruptions, loss of use, non-operation of the products or any equipment, loss of information, loss of power or cost of replacement power, loss of profits or revenue, loss of contracts, loss of capital inventory or use charges, cost of purchased or replacement power, interest charges or cost of capital or claims of customer's clients or any third party) even if Netafim is aware or should have been aware of the possibility of such damages. In no event shall Netafim's liability exceed the purchase price of the Netafim tm products. LIMITED WARRANTY Netafim cannot and does not assume liability for defective parts, or damage caused by products not manufactured or supplied by Netafim, even though such products may be used in conjunction with Netafim™ products and the customer assumes risk of use of such third party products."

"7.1. In the event of a shortcoming on the part of Wavin, the Customer must give Wavin written notice of default, giving Wavin a reasonable period of time (in which case a period of less than fourteen (14) days of the date of receipt of the written default notice is never reasonable) to deliver the relevant Performances in accordance with the Agreement. If Wavin exceeds this reasonable period, the Customer is entitled to terminate the Agreement in whole or in part, but only with regard to that part of the Performance in respect of which Wavin has failed. 7.2. Wavin is only liable for direct damage after it has been given notice of default in accordance with the preceding paragraph. Regardless of the nature of any claim, it is never liable for: -indirect or consequential damage such as delay damage, damage due to business interruption, lost profits, lost savings, missed opportunities, loss of goodwill, or forfeited penalties or fines; -damage as a result of any defects, inaccuracies and/or omissions in the Performances that the Customer has failed to report on time or should have detected itself, or that are the result of incorrect information or instructions provided by the Customer; -damage that has arisen as a result of improper or careless use, as a result of not, or not correctly, following Wavin's instructions, or as a result of use for a purpose other than for which the Products are intended. 7.6. Limitation of liability as referred to in these Terms and Conditions do not affect any Performance delivered under Wavin product or project warranties to the extent that such warranties explicitly provide for a wider liability. 7.7. The limitations of Wavin's liability contained in these Terms and Conditions do not apply if the damage is the result of intent or gross negligence on the part of Wavin or its management."

"8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 8.3 Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed the price of the Goods. 8.4 Subject to clause 8.2, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss from business downtime; and (g) indirect or consequential loss. 8.5 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF THE GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE SUPPLIER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS. 8.6 Subject to clause 8.2, the Supplier shall not be liable for any injury, loss or damage resulting from the unloading, storage, handling, disposal, distribution, or use of the Goods by the Customer, whether in the manufacturing process or otherwise. 8.7 Failure by the Customer to provide Supplier with written notice of any claim under the Contract within thirty (30) days of delivery of the Goods applicable to such claim shall constitute a waiver of such claim by the Customer. Notwithstanding any applicable statute of limitations to the contrary, any action by the Customer for a claim hereunder must be instituted no later than one (1) year after the occurrence of the event upon which the claim is based. All of the foregoing limitations shall apply whether Customer’s claim is based upon breach of contract, breach of warranty, indemnity, negligence, strict liability or any other legal theory. 8.8 This clause 8 shall survive termination of the Contract."

"9. Compensation 9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested. 9.2. Unless some imperative norm prevents it, MEXICHEM will only be responsible for the serious breach of substantial obligations of the sale, understood as those whose breach affects the essence of the sale."

"In no case, the Parties will be liable for damages, including without limitation business interruption, loss of opportunity, even when they have been notified of its possible existence; or for damages originated in acts or omissions of third parties other than its subcontractors. It is agreed that any action by the Parties must be initiated within two (2) years after the date on which the cause of such action has taken place. Accenture will not be responsible for delays, defaults and / or any other fact or act not attributable to Accenture. Each of the Parties’ limitation of liability pursuant to this Section 11 constitutes the complete agreement between the Parties about this object and, in this sense, Accenture's consideration contemplates said limitation. The Parties agree that they will only seek the corporate or firm assets of the other in relation to said responsibilities and in no case will they have any action against the shareholders, partners or owners of the other Party (as applicable) in relation to this Agreement. Subject to the provisions of subsections (i), (ii) and (iii) above, WTW will not be liable to the Client for any claim for breach of this Agreement, negligence, legal or statutory duty or other claim arising from any delay or failure by WTW to fulfill its obligations under this Agreement, to the extent that such failure is the result, directly or indirectly, of any negligent or culpable act or omission on the part of the Client, or of any third party whose activities are not under the control, or should not be supervised or in any way monitored by WTW as part of its activities under this Agreement, or in accordance with the provisions of the Insurance and Surety Institutions Act."

"Most clauses duly protect the companies by substantially reducing their exposure to damages and capping those to the purchase price. They exclude key aspects such as: 1. Indirect damages 2. Consequential damages 3. Punitive damages Alphagary should be more explicit and thorough to make express exclusions of these types of damages. We advise to cap the amount for large sales. For instance, indicate that the cap “is the price paid to or X amount, whichever is less”. "

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"7.3. Wavin's total liability, irrespective of the legal basis, is limited to the invoice amount of the relevant Performance, with a total maximum of EUR 1,000,000 (one million) including any other compensation under the Agreement and/or these General Terms and Conditions, for each cause of damage, in which a series of events counts as one cause."

"8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation"

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"WTW’s, and/or its affiliates’, or subsidiaries’ total liability for breach of this Agreement, negligence, breach of statutory duties or any other claim arising out of or in connection with this Agreement or the Services provided therein, shall be limited to the following: (i) Regarding any claim for injury or death caused to the Client's personnel by WTW's negligence during the rendering of Services under this Agreement, WTW’s liability will be that provided for in the applicable laws and / or that determined by any authority or competent court, plus payment of direct damages caused to the Client; (ii) Regarding any claim that is the result of any fraudulent act (including theft) by WTW’s personnel during the rendering of Services under this Contract, WTW’s liability will be that provided for in the applicable laws and / or that determined by any competent authority or court, plus the payment of direct damages caused to the Client; (iii) Regarding any other claim or matter related to this Agreement, WTW’s total liability will be limited to either 3 (three) times the commissions for the Services that the latter has received from the insurers under the Insurance Program, during the 12 (twelve) months immediately prior to the date the claim is submitted, or it will be limited to the amount of USD $ 10'000,000.00 (ten million dollars 00/100, legal tender of the United Mexican States , whichever is less; and (iv) Notwithstanding the provisions of subsections (i), (ii) and (iii) above, WTW and / or its subsidiaries or affiliates will not be liable to the Client for the following damages and losses: loss of profits, loss of opportunity, reputational loss or damage, loss of earnings, loss of anticipated savings, increased costs to conduct business or any other indirect damage or loss."

"Netafim, Duraline and Alphagary are missing specific provisions on death and injury. However, depending on the jurisdiction, such occurrences could either be covered by the general limitation of liability or cannot be limited. In any case, we suggest including express provisions to limit this liability. It is worth noting that, in most jurisdictions, liability arising out of negligence or willful misconduct is not subject to limitation. "

5. If any products are found by Dura-Line to be defective, such products, at Dura-Line’s option, will be replaced or repaired at Dura-Line’s cost. The Purchaser’s sole remedy for a defective product, and for any and all claims arising out of the purchase and use of the product, shall be limited to the repair and replacement of the product at Dura-Line’s cost.

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"9. Compensation 9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested. "

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"Despite there not being an express mention to indemnity, most T&C's express that remedies are limited to repairs or replacements of any defective goods or the price paid for them. Therefore, indemnities are covered. Alphagary’s T&C could be refined to expressly limit or provide a fixed remedy. . "

"14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment. 15. PATENTS: Buyer shall hold Seller harmless from, and release and not make claim or suit against Seller because of, any suits, claims, losses, or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right at common law, or claim of unfair trade or unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the Goods sold to Buyer by Seller. Buyer agrees to defend and indemnify Seller against any claims or liabilities for, or by reason of the infringement of any United States Patent arising from the manufacture of any of the Goods in accordance with specifications furnished by Buyer or from the sale thereof."

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"4.2. The Customer complies with all instructions and regulations relating to (product) safety of Wavin and/or of the (local) government. The Customer provides appropriate information on health, safety, security and the environment to all persons, including but not limited to the Customer’s employees, contractors, subcontractors and customers, on the basis of a statutory obligation, or on the basis of the Customer's expectation that such persons may come into contact with the Products. The Customer indemnifies Wavin against all costs and damages (including any fines imposed by the competent authorities), which have been incurred or suffered by Wavin because the Customer has remained in default with the performance of its obligations under this provision. See also Delivery. 7.4. The Customer indemnifies Wavin against all third-party claims relating to the Performances delivered by Wavin to the Customer if and insofar as Wavin would not have been liable towards these third parties pursuant to the Agreement and these General Terms and Conditions, if these third parties would have been the Customer themselves. 9.4. The Customer indemnifies Wavin against all third-party claims on account of any actual or alleged infringement of IP rights relating to the manufacture, delivery or use of a Performance that has been produced or delivered in accordance with the Customer's specifications, or with the use of materials, drawings, models, instructions, etc. made available by the Customer. The Customer will compensate Wavin for the damage it suffers as a result, including any costs of defense. In such event, Wavin is entitled to suspend the performance of its obligations under the Agreement or to terminate the Agreement with immediate effect, without being obliged to pay any compensation to the Customer. See also Intellectual Property. The Customer indemnifies Wavin for all consequences of theft, loss or damage of the Products subject to this retention of title. See also Titles. 20.2. The Customer is responsible for the constructions and working methods prescribed by or on behalf of the Customer, as well as for the orders, instructions, drawings, calculations, specifications, sketch designs and other data given by or on behalf of the Customer, and the Customer is liable for any errors in this material. The Customer indemnifies Wavin against third-party claims in this respect. 20.3. If any building materials or auxiliary materials made available by the Customer have defects, the Customer is liable for the damage caused as a result. The Customer indemnifies Wavin against third-party claims in this respect. 20.7. The Customer is responsible for ensuring that the designated building site is suitable for storage and that it is protected against theft. The Customer indemnifies Wavin against damage to its goods as a result of theft, destruction and/or accidents."

"10.1 The Customer shall defend, indemnify and hold harmless the Supplier, the Supplier’s affiliates, and each of their respective officers, directors, managers, employees, representatives, and advisors (the Supplier Indemnitees) from and against any liability, loss, damage, claim, fine, penalty, judgment, settlement, cost and expense (including legal fees and expenses), including personal injury to or death of the Customer’s employees, arising out of or in connection with the Contract and the Customer’s activities in connection with the Contract, including (a) the handling, storage, marketing, sale, resale, distribution, use, or disposal of the Goods (whether used alone or in combination with other substances) by the Customer or by any third party at the Customer’s facilities or by any third party at any location or (b) the failure of the Customer to comply with any applicable laws and regulations. 10.2 This clause 10 shall survive the expiration, termination, or cancellation of the Contract."

"6. Customer Breaches When the Client enters into default of the obligations with MEXICHEM, he shall entitle MEXICHEM to modify the conditions of sale and supply."

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"Wavin provides the most robust customer-company set of indemnities for different typs of cases (use, delivery, intellectual property). Duraline's and Koura's provisions are also adequate. These three cover two essential aspects: 1. Orbia’s capacity to recover damages from them 2. The Buyer’s obligation to hold Orbia harmless from third-party claims. Netafim and Alphagary are missing explicit, broad customer-Orbia indemnities. We advise to include express provisions as in the other T&C’s. We also advise to expand the scope of the indemnities to include holding our business harmless from the consequences of any act of corruption, reasonable attorneys’ fees in connection with recovering damages or defending from a third party claim which the Buyer should protect Orbia from. "

16. GENERAL CONDITIONS: No agent, salesman or other party is authorized to bind Seller by any agreement, warranty, statement, promise or understanding not herein expressed. The sale of Goods pursuant to this contract, shall be governed by the internal laws of the State of Tennessee without regard to conflict principles. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contact with Seller and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Seller. Any clerical errors are subject to correction. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof.

"Miscellaneous 6. The laws of the country of incorporation of the Seller shall govern these Terms. The parties submit to the exclusive jurisdiction of the competent courts of the country of incorporation of the Seller and the courts entitled to hear appeals from those courts. LIMITED WARRANTY This warranty shall be subject to, and shall be exclusively governed by, the Laws of the State of Israel, to the exclusion of its conflict of law rules."

"12.1. The Agreement is exclusively governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (hereinafter the ‘Vienna Sales Convention’) does not apply."

"13.8 Governing law The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales."

"10. Applicable Law and Jurisdiction 10.1. All relations between MEXICHEM and the Client derived from the sale of resins will be subject to the Law of the Republic of Colombia (Law of the domicile of the Seller), regardless of the nationality or domicile of the Buyer, nor the place of manufacture or delivery of the resins. The parties expressly declare that their relations will not be applicable to the United Nations Convention (UN) on the international sale of goods."

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"All T&C's provide for adequate governing law provision. Each provides for a different jurisdiction (Tennessee, Netherlands, England and Colombia). In case of Netafim, the jurisdiction may vary. It indicates that the terms are governed by the laws of the country of the Seller. Unless it is commercially inconvenient, we suggest fixing the jurisdiction to a country so that there can be certainty about the full efficiency of the provisions."

17. ARBITRATION: Any dispute arising between Buyer and Seller based upon this agreement or the Goods purchased pursuant hereto will be heard in the Chancery Court for Knox County, Tennessee by a Chancellor sitting without a jury and the award of the Chancellor shall be final and binding upon the parties.

"Miscellaneous 6. The laws of the country of incorporation of the Seller shall govern these Terms. The parties submit to the exclusive jurisdiction of the competent courts of the country of incorporation of the Seller and the courts entitled to hear appeals from those courts. LIMITED WARRANTY Any dispute arising out of or in respect of this warranty shall be subject to the jurisdiction of the courts in the State of Israel."

"12.2. All disputes in relation to the Agreement or any resulting legal relationship will be settled exclusively by the court that has jurisdiction, the Overijssel District Court, location Zwolle, the Netherlands. 12.3. Contrary to Article 12.2, disputes are settled by the Netherlands Arbitration Institute (NAI) in accordance with the NAI Arbitration Regulations in force at the time if: - the Customer has its registered office outside the European Union; and/or - the dispute relates to a Work or any resulting legal relationship. The language of arbitration is Dutch and the place of arbitration is Zwolle, the Netherlands. If the original evidence is in the English language, the parties are entitled to submit such evidence in this language if the arbitrator or arbitrators so agree."

"13.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Notwithstanding this clause, nothing shall prevent the Supplier from bringing proceedings to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation, outside of England and Wales, in the country in which the Buyer is located or the matter leading to the dispute of claim arose."

10.2. All disputes and disputes about the existence, validity, compliance and termination of the resale sale between MEXICHEM and the Client, will be submitted to the judges of the Republic of Colombia, without prejudice to the right of MEXICHEM to sue the Client in its place of domicile or nationality.

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"Most T&Cs provide for adequate jurisdiction provisions. Netafim appears to have conflicting jurisdiction provisions between the T&Cs and the warranty. The T&C provide for the courts in the Seller’s country. The warranty provides for Israeli courts. This could trigger jurisdictional issues. We suggest consistency between both. Wavin includes a complex arbitration provision that could be simplified to ensure its efficacy. We suggest including an arbitration clause for cross-border sales in all terms and conditions."

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Not included in any. Since these T&Cs govern sales and not purchases or supplies, this category may not be applicable.

13. DELIVERY AND DELAYS: Unless expressly specified to the contrary, Goods in stock will be shipped promptly, and Goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate, and are based upon current availability of material, present production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance, of this agreement caused by or imposed by (a) strikes, fires, disasters, acts of terrorists, riots, acts of God, (b) acts of Buyer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities (d) government action; (e) subcontractor delay, or (f) any other cause or condition beyond Seller’s reasonable control. In the event of any such delay or nonperformance, Seller may, at its option, and without liability, cancel all or any portion of this agreement and/or extend any date upon which any performance hereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Orders will be considered complete upon shipment of a reasonable quantity over or under the amount specified in the Sales Order when it is impracticable to produce the exact quantity ordered.

"Force Majeure 1.Subject to subclause 2 below and except for any obligation of the Buyer to pay any money due to Seller, neither party will be liable for any delay or failure to perform any obligation hereunder caused by a Force Majeure Event. 2. The Party claiming the Force Majeure Event will (A) promptly notify the other Party in writing of the Force Majeure Event and its likely duration, and (B) will take reasonable steps to overcome the delay or stoppage. 3. 'Force Majeure Event' means an event condition or circumstance beyond a party’s reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, fire, inclement weather, epidemic or pandemic outbreak (including COVID-19 or similar), acts or threats or terrorism or war or other similar circumstances."

"6.1. If and insofar as Wavin fails to comply with its obligations under the Agreement as a result of force majeure as referred to in Article 6:75 DCC, Wavin is not liable for those failures. Insofar as compliance has not become permanently impossible, these obligations are suspended for the duration of the force-majeure situation. If the period during which performance is impossible due to force majeure lasts or will last longer than two (2) months, both parties are entitled to terminate or dissolve the Agreement without the Customer being entitled to claim compensation for that reason. 6.2. Force majeure on the part of Wavin exists in the event of, among other things, restrictive government measures, strikes, lack of raw materials, illness, delays, transport problems, (threat of) war, (full or partial) mobilization, riots, sabotage, floods, fire or other forms of destruction within Wavin's company, lockouts, workouts, breakdowns of machines or tools or other malfunctioning, including power failures, within Wavin's company and the circumstance that Wavin is not delivered a performance that is important in connection with the performance to be delivered by Wavin itself, or is not delivered on time or properly. Force majeure on the part of Wavin also exists if one or more of the aforementioned circumstances occur within the companies of Wavin's suppliers or subcontractors. 6.3. If Wavin has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, Wavin is entitled to invoice the part already delivered or the part that can be delivered separately, and the Customer is obliged to pay this invoice."

"12 Force majeure No liability shall result to the Supplier from any delay or suspension in the performance, in whole or in part, of its obligations under the Contract if such performance has been made impracticable by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not such regulation or order later proves to be invalid, or by the occurrence of a contingency beyond the reasonable control of the Supplier, including acts of God, epidemic, pandemic, fire, flood, accident, riot, war, sabotage, strike, labour trouble or shortage, breakdown or failure of equipment, or embargo. Furthermore, the Supplier’s (a) inability to obtain at prices and on terms deemed by it to be practicable any required raw material, energy source, equipment, labour or transportation, or (b) incurring increased costs for compliance with environmental protection, health or safety regulations, shall also be sufficient to relieve the Supplier of its obligation to perform under the Contract. If any of the circumstances described in this clause 12 only partially affect the Supplier’s ability to perform its obligations under the Contract, the Supplier shall have the right to allocate production and deliveries among all of its customers and its own requirements in a manner and at such times as the Supplier may determine. Quantities affected by this clause 12 may, at the option of either party, be eliminated from the Contract without liability, but the Contract shall remain otherwise unaffected. The Supplier shall have no obligation to obtain the Goods or raw materials from a third party or affiliate in order to supply quantities excused under this clause 12."

7.3. The term for delivery shall be deemed extended in cases of force majeure or fortuitous event that hinder or impede the delivery of MEXICHEM. In addition to the provisions of the Law, the following circumstances are understood as constituting force majeure or fortuitous event: (i) power outages at MEXICHEM facilities, (ii) shortage or rationing of raw materials, (iii) strikes or stoppages labor, (iv) order of authority, (v) disturbances, (vi) effects on the traffic of vehicles or people, provided they are not attributable to MEXICHEM. These same circumstances will entitle MEXICHEM to definitively withdraw from compliance with the agreement without giving rise to any compensation, moratorium or penalty, if these affect MEXICHEM's ability to fulfill its obligations.

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"All T&Cs contain provisions covering for standard elements of force majeure: 1. Unforeseeable 2. Entailing impossibility to comply with obligations. We suggest including improbable “social” events which may not be typically defined as force majeure events: for instance, COVID-19, financial crisis, supply chain disruptions beyond our reasonable control, material adverse changes in law."

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"Compliance with Laws; Anti-Corruption and Bribery Buyer further represents and warrants to Seller that: a. It will conduct itself in accordance with all applicable laws and regulations in carrying out his duties under these Terms. b. It and its applicable stakeholders, including, inter alia, any owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest, shall comply with Anti-Corruption Laws (defined below) and shall not cause Seller, its subsidiaries or affiliates to be in violation of any Anti-Corruption Law. “Anti-Corruption Laws” mean collectively all applicable foreign and domestic anti-bribery and anti-corruption laws, regulations, orders, judicial decisions, conventions and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls c. Neither it nor any of its affiliates or representatives have, directly or indirectly, taken any action that would cause them to be in violation of any Anti-Corruption Laws. d. It, its owners, directors, employees and its agents, have not and will not pay, offer, or promise to pay any money, financial benefit or thing of value to any government, or party official, candidate or employee at any level, including employees of state owned or controlled enterprises (""Government Officials"") (i) for the purpose of influencing any act or decision of such person or party in order to obtain or retain business, or to direct business to any person; or (ii) with regards to Government Officials and/or private individuals, induce that person to or reward that person not to perform its functions in connection with that person's employment or engagement. e. The Buyer represents and warrants that no owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest in Buyer (collectively, “Interested Persons”), is a Public Official or Entity. A “Public Official or Entity” means (i) an officer, employee, agent, contractor or representative of any government or military, including, but not limited to, a customs official; (ii) any department, agency, corporate entity, instrumentality or political subdivision of any government or military; (iii) any person or commercial entity acting in an official capacity for or on behalf of any government or military; (iv) any candidate for political office, any political party or any official of a political party. Buyer shall notify the Seller immediately if it learns at any time that (i) an Interested Person becomes a Public Official or Entity, or (ii) a Public Official or Entity acquires an ownership, voting, or economic interest in Buyer. f. It is neither a governmental entity, agency or instrumentality, nor is it owned by a governmental entity, agency or instrumentality; and no owner, shareholder (direct or beneficial), officer, director, employee, agent, third party representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest in Buyer is a foreign Public Official or Entity. g. In the event of a breach of the obligations contained in this clause, these Terms are void. h. The Buyer (a) is not a Sanctioned Person, (b) has not, in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country, or (c) has in the past five (5) years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor been the subject of an investigation or allegation of such a violation or sanctionable conduct. The Buyer shall conduct itself in accordance with Sanction Laws for the purposes of these Terms. i. Definitions i. ""Sanctioned Person"" means, at any time, (a) any person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b) any person operating, organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons described in the foregoing clauses (a) or (b). ii. ""Sanctioned Country"" means at any time, a country or territory which is the subject or target of any economic or financial sanctions or trade embargoes. iii. ""Sanction Laws"" means laws and executive orders of the United States of America, the United Nations Security Council, the European Union the United Kingdom, and the applicable laws of the jurisdictions under which the Buyer operates, imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and executive orders."

"4.7. In performing the Agreement, the Customer acts in the spirit of the Mexichem Code of Ethics which is published on https://www.wavin.com/en-en/About/Governance. Upon request, Wavin will send a paper version. 4.8. In connection with the Agreement, the Customer undertakes to comply with all applicable laws, regulations, decrees, applicable official government regulations relating to anti-bribery and anti-money laundering."

"9.2 The Customer acknowledges the importance to the Supplier of the Supplier’s Code of Ethics, set out at https://www.orbia.com/sustainability/policies-and-guidelines/ as may be updated by the Supplier from time to time. The Customer agrees that the Supplier may cancel the Contract, without liability to the Customer, if at any time it has reason to believe that the Customer violates the Supplier’s Code of Ethics."

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"Only Wavin, Koura and Netafim provide for code of conduct. Netafim’s is the most robust and comprehensive. We suggest replicating a code of conduct provision in Duraline and Alphagary such as Netafim’s. Especially, because Orbia and its group may be subject to the US’s FCPA. Wavin still makes reference to Mexichem instead of Orbia. "

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8. ACCEPTANCE AND TRANSPORTATION: Seller shall not be responsible for insuring shipments unless specifically requested by Buyer and any insurance so requested shall be at Buyer’s expenses and valuation.

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"15.2. With regard to the Products delivered subject to retention of title, the Customer is obliged: 1) to delay these and keep these insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection upon Wavin's request; 2) to pledge to Wavin, upon Wavin's request, all the Customer's claims against insurers in respect of the Products delivered subject to retention of title; 3) to store it carefully and marked as Wavin’s property; and 4) to cooperate in other ways upon Wavin's request with all reasonable measures that Wavin wishes to take to protect its right of ownership with regard to the Products that do not unreasonably impede the Customer in the normal course of its business. 23.1. Completion of the Work will take place by the Customer signing a delivery protocol drawn up by Wavin. In all cases, the Work will be deemed to have been completed as soon as the Customer has actually put the Work into use. From the date of completion, the Customer must have insured the Work independently, or at any rate all the consequences of the absence of such an insurance policy will be for the Customer's account and risk. After completion of the Work, Wavin will no longer be liable for defects, unless these are hidden defects as referred to in Article 23.2."

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"Only Duraline and Wavin include insurance provisions. Wavin’s is more robust. We suggest including an express reference in all T&C’s that whenever a retention of title is applicable, the Buyer must secure, pay for and produce an insurance policy covering the goods. Legal departments of these divisions must be aware that, if they ship goods under certain incoterms (CIF for instance) they may be required to pay for insurance. "

3. PRICE: Payment terms of sale are net thirty (30) days unless Seller agrees otherwise in writing. In the event payment is not made within terms, Buyer shall be charged a late payment fee of one and one-half (1.5%) percent per month for each month in which payment is delayed, or the maximum lawful rate, whichever is lower, until payment is made in full.

"Prices and Payment terms If the Buyer fails to pay any amounts due, Buyer will pay an interest, at the official rate of interest set by the government of the country of incorporation of the Seller from time to time, over the outstanding balance on a monthly basis from the due date until actual payment in full. In addition, and without prejudice to any of Seller's other rights and remedies under the Commercial Documents or at law or in equity, Seller may, at its sole discretion, suspend or cancel deliveries of any Products to the Buyer."

"5.5. Unless the Customer objects to an invoice within a period of fifteen (15) days after the invoice date, that invoice is deemed to have been accepted. If the Customer remains in default with its obligation to pay as referred to in Article 5.4, the Customer will be in default de jure and all claims of Wavin will become immediately due and payable in full. In that case, the Customer will also owe statutory commercial interest plus 0.05% per day on the outstanding amounts up to and including the time of payment in full, without prejudice to any other rights to which Wavin is entitled by virtue of the law and the Agreement, which in any case includes performance of the Agreement and the right to compensation."

"7.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%."

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"These liquidated damages refer to late payment. The provisions are adequate both in terms of applicability and the rates. The provisions vary in the accrual rate. Duraline’s and netafim’s are monthly, Wavin is daily. Koura is not specific. Alphagary does not include such a provision. We suggest standardizing all T&C’s to daily accrual and incorporating this provision to Alphagary’s. "

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"5. Dura-Line warrants that the following goods manufactured will be free from defects in material and workmanship for the following periods: 1. Conduit, CIC and pipe products for one year following the date of original shipment. 2. Placing equipment and accessories for 90 days following the date of original shipment. 3. With respect to lubricants, chemicals, pull tapes and specialty products, Dura-Line warrants only that such goods will conform to Dura-Line‘s standards as specified. The foregoing warranties are in lieu of all other warranties, expressed or implied, including those of merchantability or fitness for any purpose."

"LIMITED WARRANTY Netafim’s products are warranted to be free from defects in material and workmanship under normal use and service, for the periods set out in the table below in respect of each of the products, from the date of delivery. (Variable from 6 to 120 months periods)"

"7.5. Any right of claim of the Customer against Wavin will lapse one year after the Customer has become aware of this right of claim, unless the Customer has commenced legal proceedings against Wavin within this period."

"5.3 Customer shall inspect the Goods received under the Contract within three (3) business days of receipt of such Goods (""Inspection Period"") and either accept or, only if any such Goods are Nonconforming Goods, reject such Goods. “Nonconforming Goods” are Goods that fail to meet the Specification. Customer will be deemed to have accepted the Goods unless it provides Supplier with written notice of any Nonconforming Goods during the Inspection Period, stating with specificity all defects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by Supplier (including the subject Goods, or a representative sample thereof, which Customer contends is Nonconforming Goods). All defects and nonconformities that are not so specified will be deemed waived by Customer, such Goods shall be deemed to have been accepted by Customer, and no attempted revocation of acceptance will be effective. If Customer timely notifies Supplier of any Nonconforming Goods, Supplier shall determine, in its reasonable discretion, whether the Goods is Nonconforming Goods. 8.7 Failure by the Customer to provide Supplier with written notice of any claim under the Contract within thirty (30) days of delivery of the Goods applicable to such claim shall constitute a waiver of such claim by the Customer. Notwithstanding any applicable statute of limitations to the contrary, any action by the Customer for a claim hereunder must be instituted no later than one (1) year after the occurrence of the event upon which the claim is based. All of the foregoing limitations shall apply whether Customer’s claim is based upon breach of contract, breach of warranty, indemnity, negligence, strict liability or any other legal theory. "

"8. Failing 8.1. Once the resins have been received, the Client has the duty to inspect them regularly and inform MEXICHEM of any failing without undue delay within a maximum period of 3 calendar days of receiving the resins. In the case of failing that legally qualify as hidden failings, the term to report them will be counted from the day the failing was discovered or discovered. 8.2. In any case, the Client's right to make claims for failing ceases within three (3) months from the delivery of the resins."

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"All clauses conform with expressing the warranties applicable to the goods and the timeframe for it. Only Alphagary and Koura impose the duty to inspect the goods on the Buyer. We suggest including that duty into all T&Cs. "

"5. If any products are found by Dura-Line to be defective, such products, at Dura-Line’s option, will be replaced or repaired at Dura-Line’s cost. The Purchaser’s sole remedy for a defective product, and for any and all claims arising out of the purchase and use of the product, shall be limited to the repair and replacement of the product at Dura-Line’s cost. Goods which may be sold by Dura-Line but which are not manufactured by Dura-Line are not warranted by Dura-Line, but are sold only with the warranties, if any, of the manufacturers thereof."

"LIMITED WARRANTY If a customer of Netafim identifies a defect in a Netafim™ product and informs Netafim of that defect during the applicable warranty period, Netafim will repair, replace, or refund a part or the full cost of the product’s purchase price, at its sole discretion, either the product or the defective part. This warranty extends only to the original dealer/installer of the Netafim™ product. The Netafim warranty duration commences upon the delivery date to such dealer/installer. Netafim reserves the right to alter, modify or redesign its products, pricing and this warranty at all times without creating any liability for the obsolescence of customer inventory or such parts or products."

"23.2. Hidden defects, including defects that could not reasonably have been identified despite close supervision during the execution or inspection upon completion of the Work, these must be reported to Wavin in writing within seven (7) days of discovery, but no later than twelve (12) months after completion of the Work. Initial hidden defects – provided they are reported in time – will be repaired as far as possible free of charge by Wavin within a reasonable period to be determined by Wavin, without Wavin having any obligation to pay compensation in this respect."

"5.4 If Supplier determines that such the Goods are Nonconforming Goods, then, subject to clauses 5.3 and 5.5, the Supplier shall, at its option and as Customer’s sole and exclusive remedy, replace the defective Goods or refund the price of the defective Goods in full. 5.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events: (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the unloading, storage and use of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of willful damage, negligence, or abnormal storage or working conditions; or (d) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1. 5.7 These Conditions shall apply to any replacement Goods supplied by the Supplier."

9.1. Unless some imperative norm prevents it, the liability of MEXICHEM for damages caused to the Client, its legal representatives, administrators, employees, contractors, clients or related third parties, is limited to the value of the resins sold and the damages must be properly tested.

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All but Alphagary include repair or replacement as sole remedies. Such remedies are adequate. We suggest including it in Alphagary.

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"10.1. The Customer will refrain in any way from communicating to third parties with regard to the Agreement or with regard to the performance of the Agreement by either party, whether or not for publicity purposes, except with the Wavin’s prior express written consent, which consent will not be withheld on unreasonable grounds. 10.2. The Customer will observe strict confidentiality with regard to information that the Customer knows or becomes aware of from or about Wavin and/or contacts of Wavin. The Customer will not make the Performances delivered by Wavin or the results thereof, or any information and data carriers that are or have been provided to the Customer in the context of the Agreement in any form whatsoever, accessible to third parties or provide any information about them to third parties, and only disclose these to its personnel to the extent that this is necessary for the execution of the Agreement. The Customer will bind its personnel and/or the third parties engaged by the Customer in the performance of the Agreement to these confidentiality provisions. If the Customer fails to comply or fails to fully comply with the obligations in this Article, the Customer by this single fact per event, will owe Wavin an immediately payable penalty of an amount equal to 5% of the agreed price in accordance with the Agreement, with a maximum of EUR 20,000 in all cases, without any demand or notice of default being required and without prejudice to Wavin's right to performance and full compensation for damages. 10.3. After the complete performance of the Agreement, this Article will continue to apply in full until such time as Wavin releases the Customer from confidentiality in writing."

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Only Wavin includes a confidentiality provision. The provision is adequate but can be improved. We suggest including in all and considering the following as confidential information: price, terms of delivery, and other business operation related matters. We also suggest including exceptions to confidentiality such as a court ordered disclosures and the duty on the Buyer to inform about such disclosures.

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"Intellectual Property 1. The Buyer acknowledges that any and all Intellectual Property is exclusively owned by Seller. The Buyer shall not take any action that will impair the ownership and rights of Seller in and to the Intellectual Property. Buyer undertakes that it will not obliterate, remove, conceal or modify any Intellectual Property appearing on any Products, nor will it append any additional marks thereto. 2. The Buyer shall not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Intellectual Property. The Buyer may not use Seller's name, logos or trade-marks or any other Intellectual Property on any website. 3. “Intellectual Property” shall mean for the purposes herein any patent, copyright, industrial design, trademark, tradename or other industrial or intellectual property right in respect of the Products and applications for any of the foregoing."

"9.1. All intellectual property rights to the Performances delivered by Wavin to the Customer, as well as any subsequent results, are vested in Wavin. The Customer does not acquire any right to Wavin’s intellectual property rights. Insofar as the intellectual property rights are not vested in Wavin by operation of law, the Customer hereby assigns them to Wavin, to the extent possible, and guarantees that it is entitled to do so. If this transfer would not be legally valid, the Customer will transfer the intellectual property rights to Wavin in a legally valid manner upon Wavin's request. Wavin's intellectual property rights include all trademarks, trade names, logos, designs, symbols, emblems, distinguishing marks, slogans, service marks, copyrights, patents, models, drawings, know-how, information and any other distinguishing material of Wavin, whether or not subject to registration or filing (hereinafter ‘IP rights’). The Customer may not use or copy them, or make them available or show them to third parties without Wavin’s express prior written consent. 9.2. The Customer will not do or fail to do anything that could damage, endanger or impair Wavin's IP rights. In particular, the Customer will not: (a) modify, remove or disfigure IP rights or other means of identification of Performances delivered by Wavin; (b) use Wavin's IP rights in such a way that their distinctive character or validity may be affected; (c) use trademarks other than Wavin's trademarks with regard to Performances delivered by Wavin without Wavin’s prior express written consent, or (d) use trademarks or trade names similar to Wavin's trademarks or trade names that may cause confusion or deception. 9.3. The Customer will inform Wavin immediately and fully of any actual, expected or envisaged infringement of Wavin's IP rights that comes to the Customer's attention. 9.4. The Customer indemnifies Wavin against all third-party claims on account of any actual or alleged infringement of IP rights relating to the manufacture, delivery or use of a Performance that has been produced or delivered in accordance with the Customer's specifications, or with the use of materials, drawings, models, instructions, etc. made available by the Customer. The Customer will compensate Wavin for the damage it suffers as a result, including any costs of defense. In such event, Wavin is entitled to suspend the performance of its obligations under the Agreement or to terminate the Agreement with immediate effect, without being obliged to pay any compensation to the Customer. 9.5. To the best of Wavin's knowledge, Wavin's Products and Services do not infringe the IP rights of any third party. However, Wavin is not liable to the Customer if the Products or Services unexpectedly infringe the IP rights of third parties."

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"Only Netafim and Wavin provide for IP protections. Wavin provides the highest degree of protection. Netafim can be improved to Wavin's standard. The fact that there are no clauses in Alphagary, Koura and Duraline does not mean that the companies lack protection. They are protected by law but it is suggested to include express provisions such as Wavin because the default standard protection may be limited. "

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"12.6. The Customer will not export, resell or transfer any Product to any person, entity or location subject to UN, US or EU sanctions or embargoes. 12.7. The Customer warrants that it is not subject to any embargo or any UN, US or EU sanction (‘Restricted Party’), that it is not owned or controlled directly or indirectly by a Restricted Party and that it is not located in any jurisdiction subject to any embargo or any UN, US or EU sanction. 12.8. The Customer agrees that Wavin reserves the right to review any transaction for export restrictions, even after the Agreement has been entered into, and to still terminate it on the basis of the results of this review, without being in any way liable to the Customer."

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We are not aware of the EU, US, Colombian or English regulations on exports to countries with embargoes. However, instead of including an express provision regarding the faculty of our companies to control exports, we suggest including a provision in which we shift that duty (to refrain from exporting to embargoed countries) to the Buyer. Buyer should also hold us harmless in case of breach.

14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment.

"General 2. The Buyer may not cancel an order unless such cancellation is expressly agreed to in writing by the Seller. 3. Any order provided to the Buyer and any indication by the Seller of the terms of sale, including the price of the Products, will bind the Seller only following the Seller's written order confirmation. "

"20.4. If statutory regulations or governmental decisions set higher requirements for the Work than those set out in the Agreement, changes to the Work that are necessary to comply with those requirements will be charged as additional work. 2.6. Wavin is always entitled to make changes to the Performance to be delivered under the Agreement, to improve it or to comply with any government regulation."

"13.3 Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives)."

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"All provisions allow changes if agreed in writing. However, Duraline is the only one expressly providing for a restocking fee in case of cancellation (a type of change). Wavin makes reference that any changes will be charged as additional work. Therefore, there can be discretion in charging or not for changes. We suggest standardizing these clauses to reflect that: 1) Any order is final when confirmed by seller 2) Any change should be within a certain time frame (depending on the product) 3) Any change must be agreed upon in writing 4) Buyer must pay any expense related to that change (restocking, reshipping, work already done, etc.)"

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"11.1. If Wavin processes personal data originating from the Customer in the capacity of data controller as referred to in the Dutch General Data Protection Ordinance (hereinafter referred to as ‘AVG’), Wavin will do so in accordance with the AVG and other data protection laws and regulations. The foregoing also applies to the Customer if it processes personal data originating from Wavin in the capacity of data controller."

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"Only Wavin provides for privacy protection. We strongly suggest including a privacy provision in all T&Cs. The provisions can be similar and substance and spirit. However, we suggest requesting advice from local counsel in each jurisdition to confirm that they comply with the local privacy legal framework. "

14. TERMINATION, CANCELLATION, CHANGES, AND RETURNED MATERIAL: Orders cannot be terminated, modified, shipment deferred or returned after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to a minimum $25.00 or 25% restocking charge, whichever is greater. Goods shipped to Buyer approved for return must be shipped freight prepaid. Buyer shall indemnify Seller against liability and expense incurred and commitments made by Seller and shall provide for profit on work in process and contract value of products or parts completed and ready for shipment.

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"8.1. Without prejudice to Wavin's rights under the Agreement, these Terms and Conditions or the law, all claims of Wavin are immediately due and payable and Wavin is entitled at any time, without notice of default being required, to suspend or terminate in whole or in part (further) performance of the Agreement entered into with the Customer, subject to the Customer's obligation to compensate Wavin for the damage suffered as a result and without prejudice to Wavin's other rights, if: (i) the Customer fails to fulfil one or more of its obligations towards Wavin or one or more enterprises affiliated to Wavin, or fails to do so on time or in full, or Wavin has reasonable reason to assume that the Customer will not fulfil its obligations, will not fulfil them on time, or will not do so in full; (ii) the Customer has applied for or has been granted a suspension of payment, the Customer has filed for insolvency and/or its insolvency has been declared, or the Customer otherwise loses the free disposal of its assets; (iii) the Customer’s products are seized; (iv) permits or licenses necessary for the performance of the Agreement lapse or are revoked; (v) the Customer's business is terminated; (vi) more than 50% of the Customer's share capital is transferred; (vii) any share capital of the Customer is transferred to a natural or legal person that produces or trade products that compete with Wavin's products; (viii) the control of the Customer changes in any other way; (ix) the Customer is involved in any fraudulent, deceptive and/or illegal activity, or (x) the Customer, in Wavin's opinion, adversely affects the reputation, good name or goodwill of Wavin or Wavin Products. See also Force Majeure"

"11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract or any other contract between the Customer and the Supplier and (if such a breach is remediable) fails to remedy that breach within [30] days of that party being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment."

"6. Customer Breaches When the Client enters into default of the obligations with MEXICHEM, he shall entitle MEXICHEM to modify the conditions of sale and supply."

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"Only Wavin and Koura provide for express rights to terminate. Such right could be inferred from Duraline and Alphagary but we suggest improvement of the provisions to expressly describe: 1. Causes for termination 2. Mechanics of termination (providing notice, timeframe, etc) 3. Effect of termination. Netafim does not include specific provision for termination. We suggest including it. "

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"5.3. If, after the Agreement was entered into, a change occurs in the cost of raw materials, taxes, wages, levies, premiums of any kind, whether or not imposed by the authorities, Wavin is entitled to change the agreed price unilaterally. If this power is exercised and Wavin wishes to increase the agreed price by more than 5% or Wavin wishes to increase the agreed price within three months after the conclusion of the Agreement, the Customer is entitled to terminate the Agreement within a period of two (2) weeks, without the Customer being entitled to any right to claim compensation from Wavin for that reason. 7.1. In the event of a shortcoming on the part of Wavin, the Customer must give Wavin written notice of default, giving Wavin a reasonable period of time (in which case a period of less than fourteen (14) days of the date of receipt of the written default notice is never reasonable) to deliver the relevant Performances in accordance with the Agreement. If Wavin exceeds this reasonable period, the Customer is entitled to terminate the Agreement in whole or in part, but only with regard to that part of the Performance in respect of which Wavin has failed. See also Force Majeure"

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"Wavin's T&Cs are the only ones providing for termination by the customer. We suggest replication of that provision in the remaining indicating: 1) Causes for termination 2) Mechanics of the termination (notices, timeframes) 3) Effects of the termination. Under each of the applicable laws, the customer should have the right to terminate as a question of law or equity. However, it is better to state the causes and mechanics expressly to provide certainty to our group on how such terminations operate. "

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"13.1 Assignment and other dealings (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier."

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"Koura is the only one providing for express assignment restrictions. We suggest incorporating such restriction in the remaining T&C's. This provides Orbia with certainty that the other party will remain constant. "

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"21.1. If hiring a particular subcontractor is or will be required by or on behalf of the Customer, and this prescribed subcontractor does not perform, does not perform on time or does not perform properly, and Wavin has given notice of default to the subcontractor in question, Wavin will not be liable for any such failure on the part of the subcontractor. The Customer will reimburse Wavin for any costs incurred as a result of the failure of the prescribed subcontractor. Subsequently, upon the Customer's request, Wavin will assign this claim against the relevant subcontractor to the Customer."

"13.1 Assignment and other dealings (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier."

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"Koura and Wavin are the only ones providing for express provisions in connection with subcontracting. We suggest replicating Wavin's regarding our ability to subcontract and charge the Buyer for any related expenses and Koura's in connection with the Buyer's ability to subcontract. "

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"16. GENERAL CONDITIONS: No agent, salesman or other party is authorized to bind Seller by any agreement, warranty, statement, promise or understanding not herein expressed. The sale of Goods pursuant to this contract, shall be governed by the internal laws of the State of Tennessee without regard to conflict principles. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contact with Seller and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Seller. Any clerical errors are subject to correction. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof. 18. ENTIRE CONTRACT: The Terms set forth herein and on the face, side hereof constitute the entire agreement between Buyer and Seller on these issues. Any representations, promises, warranties or statements by any agent or employee of Seller that differ in any way from these Terms shall be given no effect or force."

"Miscellaneous 1. Neither Seller’s failure or delay to exercise any power or privilege under these Terms or failure to insist upon strict compliance by the Buyer with any obligation herein, nor any custom or practice of Seller or Buyer shall constitute any waiver of any of Seller’s rights hereunder. 2. Waiver by Seller of any default of the Buyer must be in writing and shall not affect or impair Seller's rights in respect of any subsequent or future default. 3. Notices or other communications provided for in these Terms shall be in writing and shall be delivered, given or otherwise provided (i) by hand, in which case, will be effective upon delivery, (ii) email, in which case, on the date sent if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (iii) by overnight delivery by an internationally recognized courier service, prepaid for next day delivery, in which case, it will be effective two (2) business days after being deposited with such courier service. 4. If anything in these Terms shall be held unenforceable, illegal or void by a court of competent jurisdiction then it shall be severed and the rest of these Terms shall remain in full force to the extent possible. 5. Buyer shall not assign any of its rights or obligations hereunder to any other entity, without the Seller’s prior written consent. These Terms shall inure to the benefit of the Parties hereto and their permitted successors and assigns."

"1.1. These General Terms and Conditions apply to all legal relationships between Wavin B.V., or a Dutch company belonging to the Wavin B.V. group within the meaning of Article 2:24b of the Dutch Civil Code (‘DCC’) (each of these companies hereinafter referred to as ‘Wavin’) and its Customer (hereinafter referred to as the ‘Customer’) that relate to sale, provision of services, contracting of work, and/or Wavin’s delivery of any other performance to the Customer (hereinafter referred to as the ‘Agreement’). Reference to the Agreement also constitutes a reference to these General Terms and Conditions of Sale (hereinafter referred to as the ‘Terms and Conditions’). 1.2. In the event of a conflict between these Terms and Conditions and any provision of the Agreement, the Agreement prevails. 1.3. To the extent that these Terms and Conditions have been made available in another language then the Dutch language, the Dutch text prevails in the event of any dispute relating to the interpretation of the Terms and Conditions. 1.4. In this document, the following definitions apply: 1) Products: all goods that Wavin delivers or arranges to deliver to the Customer for the performance of an Agreement, including associated parts, designs, drawings and models. 2) Services: all activities, other than Works, that Wavin carries out or arranges to carry out for a consideration or free of charge on behalf of the Customer; 3) Works (or Work): all works of a tangible nature as referred to in Article 7:750 DCC that the Customer performs or arranges to perform 4) Performance: all Performances that Wavin delivers or arranges to deliver to the Customer, such as Services, Products and/or Works in any form whatsoever and/or the results thereof and/or all activities necessary for executing the Agreement in full."

"13.2 Entire agreement (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 13.4 Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 13.5 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 13.6 Notices (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post at its registered office (if a company) or its principal place of business (in any other case). (b) Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (ii) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting or (where the address is overseas) on the fifth Business Day after posting, or at the time recorded by the delivery service. (c) 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. (d) A notice given under the Contract is not valid if sent by email."

"11. Final Provisions 11.1. Any modification, exception, addition to these General Conditions, which constitute an agreement accepted between MEXICHEM and the Client unless an imperative norm prevents it, will only take effect if they appear in a document signed by authorized representatives of both parties. 11.3. The claims and notifications of the Client to MEXICHEM will only be understood as made when they have been formulated by the Client to the addresses informed by MEXICHEM. 11.4. In case of any clause of these General Conditions they are null, this will not affect the existence and validity of the other clauses."

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"All T&Cs provide for adequate miscellaneous provisions: 1) Entire agreement 2) No waiver 3) Separability 4) Etc. We suggest supplementing Alphagary's."

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3. PRICE: Payment terms of sale are net thirty (30) days unless Seller agrees otherwise in writing. In the event payment is not made within terms, Buyer shall be charged a late payment fee of one and one-half (1.5%) percent per month for each month in which payment is delayed, or the maximum lawful rate, whichever is lower, until payment is made in full.

"Prices and Payment terms 5. Invoices shall be paid by Buyer, together with any applicable VAT and taxes, within 14 days of the date of issuance of the Seller's invoice, unless otherwise agreed in the Commercial Documents. If the payment falls due on a weekend or public holiday in the territory of sale, Buyer must make payment by the last working day of the month in which such payment falls due."

5.4 Unless otherwise agreed, payment must be made within 30 days of the invoice date by transferring the amount due to Wavin’s bank account. Payment must be made without suspension or settlement.

"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."

Unless expressly stated in writing by MEXICHEM, any order or invoice issued by the Client must be paid in the manner indicated by MEXICHEM on the invoice or in the term agreed between the parties.

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"Most T&Cs provide for a terms of payment. Terms range from 14 to 30 days (30 being the most common). Duraline does not provide when such period starts running. Alphagary does not provide for a specific period and leaves it open to parties agreement. We suggest including a fixed period for Alphagary and standarizing when the time period starts running (e.g. 30 days after receiving the invoice)"

10. CREDIT TERMS: All orders and shipments shall at all times be subject to the credit approval of the Seller. Seller reserves the right of declining to make shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and Seller shall not in such event be liable for breach or nonperformance of contract , in whole or in part.

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"5.4. Unless otherwise agreed, payment must be made within 30 days of the invoice date by transferring the amount due to Wavin’s bank account. Payment must be made without suspension or settlement."

"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."

"5.3. Unless expressly stated in writing by MEXICHEM, any order or invoice issued by the Client must be paid in the manner indicated by MEXICHEM on the invoice or in the term agreed between the parties. 5.4. Unless expressly stated in writing by MEXICHEM, payment must be made by bank transfer or in accordance with the payment method agreed between the parties. 5.5. If MEXICHEM accepts payment by check, letter of credit, or any other security or credit, the payment will only be understood when MEXICHEM effectively receives its amount. The cost of any commission, fee, or lien on the check, letter of credit, security or credit title will be agreed at the time of negotiation of the purchase order."

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"All T&Cs provide adequate payment provisions covering key aspects: 1) Funds must be clear 2) Payment must be for the full price without any kind of withholding. Aplhagary is the only one providing that checks can be accepted. Unless commercially inconvenient, we suggest switching to wiretransfers. Checks may pose a risk. "

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"Prices and Payment terms 3. All payments made by the Buyer under these Terms shall be made in full without any deduction, set-off or counterclaim whatsoever."

"5.6. Any turnover bonus or a discount arrangement agreed on does not become due until after the Customer has fulfilled all obligations towards Wavin."

7.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.2. The Client may only make compensation of obligations under his responsibility with obligations in charge of MEXICHEM when the latter are not disputed and have been expressly recognized by MEXICHEM or by a judicial authority.

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"Most T&Cs restrict offsets adequately. Alphagary provides that it is possible under certain conditions that may be subject to broad interpretation. We suggest replacing it with a restriction to offset. "

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"5.1. All prices are exclusive of VAT and other taxes, levies and duties. Payment is made in Euros."

"7.8 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds, in the currency indicated in the Order (or if none is indicated, Pound Sterling) to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract."

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"Only Wavin and Koura provide for express currency provisions. The others are silent. We suggest including a provision indicating a default currency or an express indication that the currency will be stated in the purchase order. We also suggest including a provision that, if payment is received in a different currency, the Buyer must cover any difference caused by the exchanged rate. "

3. PRICE: Until the purchase price and any late fees have been paid in full, Seller retains a security interest in the goods sold, consigned or leased (“Goods”) and in all proceeds of said Goods. Buyer hereby irrevocably authorizes Seller to execute and file UCC financing statements in support of a purchase money security interest.

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"5.9. Upon Wavin's request, the Customer must comply with a request for advance payment or other security for the fulfilment of any payment obligation of the Customer. Until this has been complied with, Wavin is entitled to suspend the execution of the Agreement or the order in question, without the Customer being entitled to claim compensation for that reason."

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"Only Duraline and Wavin provide for financial guarantees. Both provide for different type of security (retention of title vs advance payment). We suggest: 1) Blending both into one 2) Expanding the scope to further guarantees (for instance, granting repossession rights where the jurisdiction allows it) 3) Replicating these provision in all T&Cs"

11. TAXES: Unless otherwise specifically provided on the face hereof; the price for the Goods purchased is net and does not include sales, use, excise or similar taxes, whether federal, state or local. The amount of any such taxes applicable to the Goods shall be paid by Buyer in the same manner and with the same effect as if originally included in the purchase.

"Prices and Payment terms 2. Prices are exclusive of any applicable direct or indirect taxes, levies, customs, duties, VAT, levies, fees and/or any other payments of whatsoever nature (“Taxes”). All Taxes shall be paid by Buyer and payments by Buyer to Seller shall be made without any deduction or withholding on account of Taxes"

"5.1. All prices are exclusive of VAT and other taxes, levies and duties. Payment is made in Euros."

"7.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice. 7.4 The price of the Goods excludes any import duty or other government tax applicable to the delivery of the Goods. The Customer shall be liable for, and agrees to pay, all taxes, excises, duties, tariffs and other similar charges and fees (including any environmental assessments, fees, taxes, or similar items or charges) (collectively, Taxes), imposed by any local, national or international authority, which have to do with or affect the Goods ordered under the Contract and the sale or delivery thereof (except those Taxes based on the income of the Supplier)."

5.1. Any sales tax or value added will be charged to the Customer, which will be included in the invoices by MEXICHEM. Likewise, it will be the responsibility of the Client any tax, lien or tariff on the sale of resins or it will be applied in accordance with the term Incoterm agreed.

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All provisions indicate that the Buyer is solely responsible for paying taxes. These are adequate provisions.

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"13.5. The Customer must take delivery of the Products on the agreed date of delivery and in all cases without any delay, as soon as the Products are reported ready for delivery by Wavin. If the Customer does not accept the delivery or fails to provide information or instructions necessary for the delivery, the Products will be stored by Wavin at the Customer’s expense and risk. The Customer is liable for all costs and damages resulting from the refusal or negligence in relation to the acceptance, including the costs of storage and re-delivery."

"4.4 If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract the Supplier may store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance). 4.5 If [ten] Business Days after the day on which the Supplier first attempted delivery of the Goods, the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods, in addition to reasonable storage and selling costs."

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"Only Koura and Wavin impose the duty on the customer to receive the goods. They are both adequate clauses with Koura being more comprehensive. We suggest replicating Koura's clause in the rest. "

9. TITLE AND RISK OF LOSS: Title to any Goods sold and risk of loss of such Goods passes to Buyer upon delivery by Seller to carrier, and any claims for losses or damage shall be made by Buyer directly with carrier.

"Prices and Payment terms 7. Unless otherwise agreed, risk of loss and transfer of title to the Products shall transfer to the Buyer upon delivery to the Buyer. "

"15.1. All Products delivered by Wavin will remain the property of Wavin until such time as the Customer has fully complied with all its payment obligations towards Wavin pursuant to any agreement entered into with Wavin for the delivery of Products as well as the related performance of Work or Services, including claims relating to failure to perform such an agreement. As long as the ownership of the Products delivered or to be delivered has not been transferred to the Customer, the Customer is not entitled to pledge the Products or to grant a third party any right of security in respect thereof. The Customer is, however, permitted to sell and actually deliver the Products delivered to third parties subject to retention of title in the context of normal business operations. 13.6. The risk of the Products passes to the Customer when the Products are delivered to the agreed location in accordance with the Agreement and in the absence of such a provision, in accordance with the applicable delivery condition as referred to in Article 13.1. If the delivery is delayed due to circumstances within the responsibility of the Customer, the risk is transferred to the Customer from the moment that Wavin announces that the Products are ready for dispatch. 22.2. With regard to Products that must be installed and/or that must form part of the Work to be produced, the risk of both the Work to be created and that of the installed Products and those not yet installed will pass to the Customer from the moment when the Products arrive at the Customer's (business) premises or at the construction site."

"6.1 The risk in the Goods shall pass to the Customer on delivery unless, before delivery has taken place, the Supplier notifies the Customer in writing that title in the Goods has passed to the Customer. 6.2 The Customer shall advise the carrier and the Supplier in writing (otherwise than by a qualified signature on the delivery note) within the following time limits: (a)for loss from a package or from an unpacked consignment, or for damage to or non-delivery of any part of a consignment, within 3 Business Days of the date of delivery of the consignment or part consignment, followed by a valued claim in writing within 7 Business Days after termination of transit; (b)for damage to a whole consignment, within 28 days of notice of dispatch (other than upon a delivery note) followed by a valued claim in writing within 42 days after the commencement of transit. The Supplier will decline to entertain claims unless the Customer complies with the provisions of this clause 6.2 6.3 Title to the Goods shall pass to the Customer on delivery."

7.1. The responsibility and risks on the merchandise sold will be those foreseen in the term Incoterm agreed between the parties.

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"All T&Cs provide for transfer of title and risk –albeit inconsistently. We suggest to replicate Wavin's standard: risk of loss is transferred upon delivery to the Buyer or the carrier. Title to the goods shifts to the Buyer only after the Buyer has paid the goods in full. Alphagary refers this matter to the agreed upon Incoterm. Unless commercially inconvenient, we suggest replacing it with a default provision similar to Wavin's. "

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"13.7. Wavin is entitled to deliver other products than the Products ordered by the Customer, provided they are of the same quality and functionality, and Wavin guarantees that equivalence towards the Customer. 16.3. If the Products are delivered by Wavin on submission of a quality declaration in the sense of the Dutch Housing Act or regulations with regard to CE marking, those Products are deemed to be good and sound except where the Customer submits technical proof to the contrary.. 2.5. All images and specifications of Performances in Wavin catalogues, price lists, advertisements and the like are indications. Wavin is not responsible for the correctness of the declarations of weight, dimensions, capacity and such. If Wavin has shown a model, sample or example, this is deemed to have been shown only as an indication. The quality of the Services to be delivered may differ from this."

5.1 The Supplier warrants that on delivery (but before discharge into any receiving tank or vessel), the Goods shall conform with the applicable Specification or (if there is no Specification) be within normal limits of industrial quality.

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"Only Wavin and Koura expressly provide for qualty of the goods. Wavin is the most comprehensive and flexible to Orbia's companies. We suggest replicating such provision that to the rest. "

13. DELIVERY AND DELAYS: Unless expressly specified to the contrary, Goods in stock will be shipped promptly, and Goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate, and are based upon current availability of material, present production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance, of this agreement caused by or imposed by (a) strikes, fires, disasters, acts of terrorists, riots, acts of God, (b) acts of Buyer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities (d) government action; (e) subcontractor delay, or (f) any other cause or condition beyond Seller’s reasonable control. In the event of any such delay or nonperformance, Seller may, at its option, and without liability, cancel all or any portion of this agreement and/or extend any date upon which any performance hereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Orders will be considered complete upon shipment of a reasonable quantity over or under the amount specified in the Sales Order when it is impracticable to produce the exact quantity ordered.

"The Products; Delivery and Warranty; Return 4. Seller will use commercially reasonable efforts to meet the delivery dates, specifications and quantities set forth in the Seller’s order confirmation. Seller will not be liable for nonconformity, losses, damages or delays suffered by the Buyer or any third party for any failure to meet the delivery dates, specifications and quantities. 5. If the Seller cannot meet the delivery date, it will notify the Buyer and use reasonable endeavors to make delivery within a reasonable time. Buyer must accept delivery and pay the Price thereof irrespective of such delay. 6. The Seller may make delivery by instalments. Each installment shall be considered a separate transaction, shall be separately invoiced and paid for when due per the applicable invoice. "

"13.1. Unless otherwise agreed, delivery will take place EXW in accordance with the most recent version of the ICC Incoterms. 13.2. If delivery on demand has been agreed, the Customer will purchase all Products within six months of entering into the Agreement, or at least Wavin will be entitled to invoice these Products as having been purchased within that period. 13.3. If Products are specifically produced at the Customer's request, these will be delivered and purchased within six weeks of production."

"4.1 The Supplier shall deliver the Goods in the manner set out in the Order (or, if not specified, as determined by Supplier in its discretion) to the location set out in the Order or such other location as the parties may agree. Delivery is completed when the Goods are delivered in accordance with the agreed Incoterm or (where no Incoterm is applicable) upon the unloading of the Goods at the agreed delivery location. Supplier shall not be required to tender delivery of any quantities of Goods for which Customer has not provided timely shipping instructions. 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall have no liability for any delay or failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5 If [ten] Business Days after the day on which the Supplier first attempted delivery of the Goods, the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods, in addition to reasonable storage and selling costs. 4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment."

7.2. MEXICHEM has the right to make partial deliveries of resins, which does not constitute a breach of its obligations, if (i) partial delivery is adequate for the Client within the intended use for resins, (ii) the delivery of the remaining resins is guaranteed, and (iii) the Client does not incur any additional cost for this circumstance, unless MEXICHEM declares and in writing that it is willing to bear these costs.

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"Only Wavin and Koura expressly provide for qualty of the goods. Wavin is the most comprehensive and flexible to Orbia's companies. We suggest replicating such provision that to the rest. "

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Comparative Analysis of Terms and Conditions | Clavel's Business Divisions