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GENERAL TERMS AND CONDITIONS FOR THE
SALE OF SURPLUS GOODS AND/OR EQUIPMENT
 
1. NO WARRANTY: ALL GOODS ARE PURCHASED "AS IS, WHERE IS". CHEMOURS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF THE GOODS OR ITS SUITABILITY FOR ANY USE. CHEMOURS MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. The term "Goods" as used in these terms and conditions means materials, products, and/or equipment.
2. Loading: All loading, handling and transportation costs are for Buyer's account unless otherwise agreed to in writing.
3. Payment: Buyer will make payment in full, including all applicable taxes and duties, before removal of the Goods. Any partial payments for goods made to CHEMOURS are non-refundable. Payment will be by certified check, bank money order company check or wire transfer, at CHEMOURS' discretion. A refund to the Buyer, or additional payment by the Buyer shall be made to account for differences in quantities received versus quantities bid. Buyer shall advise CHEMOURS in writing of any discrepancies within 48 hours of collection.
4. Taxes and Duties: The price agreed upon for the Goods is exclusive of taxes, duties and other charges that may be levied or due thereon, all of which shall be the responsibility of, and be borne by the Buyer, unless otherwise agreed to in writing by the parties. Buyer agrees to pay sales or use taxes or any other taxes, charges, duties or fees required to be paid by the Buyer or collected by CHEMOURS by reason of this sale, or to provide CHEMOURS with a valid tax exemption certificate. Any customs duty and taxes applicable will be for Buyer's account. Buyer agrees to indemnify and hold CHEMOURS harmless from any liability and expense by reason of Buyer's failure to pay any required taxes, duties, charges or fees.
5. Export/Import Restrictions: Any import/export license must be arranged for by the Buyer, provided, however, Buyer acknowledges and understands that the sale, resale, export, or reexport of Goods, whether new or used, purchased hereunder from CHEMOURS shall be subject to the Export Administration Regulations of the United States of America. Buyer agrees to ensure it is in compliance with such Export Administration Regulations.
6. Title Transfer: Only following CHEMOURS's receipt of payment in full CHEMOURS will title and risk in the Goods pass to Buyer, who will then be allowed access to CHEMOURS's premises, during normal business hours on a prearranged basis, for the purpose of removal of the Goods. Buyer shall remove the Goods within thirty days of receipt of CHEMOURS' acceptance of their offer. In the event that Buyer fails to so remove the Goods, CHEMOURS reserves the right to assess a storage charge to Buyer, unless otherwise agreed by the parties.
7. Site Safety Policies: While present on CHEMOURS property, Buyer, including its contractor or other authorized representative, shall comply with all federal, state and local regulations, as well as CHEMOURS site safety and security procedures. Buyer, including its contractor or other authorized representative, shall immediately report to CHEMOURS all unusual incidents with potentially adverse safety, health or environmental implications, including slips, falls, equipment malfunctions, fume releases and any situation requiring first-aid or medical observation or treatment. Upon request and in other appropriate circumstances, CHEMOURS may provide first-aid and emergency medical treatment to the employees of Buyer, its contractor, or other authorized representative. Buyer agrees to indemnify and hold CHEMOURS harmless from any claims, causes of action and/or damages resulting from injury to or death of any person, including its own or its contractor's employees, or damage to any property arising out of any first-aid and emergency medical treatment provided by CHEMOURS hereunder, whether or not proximately caused, in whole or in part, by negligence, gross negligence or strict liability of CHEMOURS.
8. Site Conduct: Buyer shall advise its employees, its contractors and agents that (1) it is the policy of CHEMOURS to prohibit use, possession, sale, manufacture, dispensing and distribution of drugs or other controlled substances on its premises, and to prohibit the presence of an individual with such substances in the body for nonmedical reasons in the workplace; (2) entry onto CHEMOURS property constitutes consent to an inspection of the employee's person, vehicle and personal effects when entering, while on, or upon leaving CHEMOURS property; and (3) any person who is found in violation of the policy or who refuses to permit inspection may be removed or barred from CHEMOURS property at the discretion of CHEMOURS.
9. Damage to Site: If Buyer, or its contractor, in the course of removal of the Goods, causes damage to CHEMOURS' premises (for the purposes of this Agreement the premises shall be the location where the goods are stored), Buyer will be responsible for effecting the necessary repairs or meeting the total cost of doing so as determined by CHEMOURS, and CHEMOURS shall be entitled to retain possession of the Goods until Buyer has either completed the repairs or paid for the cost of repair.
10. Indemnity: Buyer shall indemnify, save harmless and defend CHEMOURS from any and all liability, loss and expense arising from or growing out of the removal, handling, use, disposition, possession, transportation or conveyance by Buyer or by any others of said goods except to the extent caused by the negligence of CHEMOURS
11. Insurance: Buyer or his representative shall carry and maintain in force at all times relevant hereto, at Buyer's expense, at least its current levels, as of the effective date of this Contract, of Workers' Compensation, Commercial General Liability, Bodily Injury, and Goods Damage Insurance, or the following minimum coverage limits, whichever is greater:
 (a)  Workers' Compensation - Statutory; and Employer's Liability - $500,000 per accident/per employee.
 (b)  Commercial General Liability (Occurrence Form), including Contractual Liability, in a combined limit for Bodily Injury and Goods Damage - $1,000,000 per occurrence.
 Upon request, certificates of insurance evidencing the coverage required above shall be provided to CHEMOURS. Such certificates shall provide that the insurer will give CHEMOURS thirty (30) days advance notice of any changes in or cancellation of coverage. Failure to request such certificates does not waive or relieve any of Buyer's insurance obligations. If in connection with the work being performed hereunder, if Buyer will not use motor vehicles on CHEMOURS property other than designated parking areas, a letter so stating is acceptable in lieu of the automobile insurance certificate.
12. Claims: No claim of any kind whatsoever in connection with Goods shall be allowed or brought against CHEMOURS. Buyer acknowledges that Goods have been purchased on an "as is; where is" basis and that Buyer has been given an opportunity to inspect Goods and to remove said Goods from CHEMOURS premises.
13. Warning - Hazardous Substances: Buyer is hereby put on notice and so acknowledges that the Goods may have been used or otherwise come in contact with flammable, toxic, corrosive or otherwise hazardous substance(s). Although CHEMOURS has cleaned the Goods, such substance(s) may still be present to some extent on/in the Goods. CHEMOURS will provide Buyer Material Safety Data Sheet(s) or comparable information concerning such substances known to be present in/on the Goods but CHEMOURS does not guarantee the completeness and suitability of such information for Buyer's purposes. Buyer agrees that it is responsible for (i) determining and following the necessary health and safety precautions in all activities involving the Goods; (ii) ensuring that the Goods is not used in food, drug or other applications in which presence of such hazardous substances is legally prohibited; and (iii) notifying any other party to whom the Goods is transferred, or who otherwise comes in contact with the Goods, of the possible presence of such hazardous substances and the information provided or referred to herein.
14. The awarded contract is not assignable by the Buyer in whole or in part except with CHEMOURS' written consent.
15. In the event that CHEMOURS has any doubt at any time as to Buyer's financial responsibility, CHEMOURS may decline to make further sales except upon receipt of cash or satisfactory security.
16. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflict of law and the courts within Delaware will be the only courts of competent jurisdiction. This contract will not be governed by the U.N. convention on contracts for the International Sale of Goods.
17. In the event that an Article of this Agreement is found to be void or unenforceable such finding shall not be construed to render any other Article of this Agreement either void or unenforceable and all other Articles shall remain in full force and effect unless the Articles which are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party.
18. This Agreement contains the entire understanding between the parties. There are no previous contemporary understandings, representations or warranties not set forth herein. No subsequent modifications of this Agreement shall be of any force or effect unless in writing, signed by the party claimed to be bound thereby. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.