All orders are accepted and shipped strictly subject to these General Terms and Conditions.  Different terms or conditions shall not be applicable, unless described on the specific quotation to which these General Terms and Conditions are attached, or otherwise confirmed in writing by an authorized representative of ISOFLEX.  The term "ISOFLEX" as used herein, shall refer as the case may be, to ISOFLEX USA, San Francisco, and/or JSC JV ISOFLEX, Moscow, Russian Federation.
 

Pricing; Shipping Charges; Taxes and Duties:
Prices are subject to change without notice, provided that any quoted prices shall remain effective for 30 days from date of quotation.  Quoted prices include the cost of the item quoted including applicable delivery and insurance charges.  Import duties and taxes, if any, that are applicable in any country of destination are not quoted and shall be paid solely by the customer.  Quoted prices do not include applicable state and local taxes of any kind, and shall be in addition to quoted prices and remain the responsibility of the Buyer.  ISOFLEX reserves the right to ship an excess or deficiency of five percent (5%) by weight on all goods purchased.  Customer will be charged for the exact quantity shipped.
 

Shipment Method and Terms:
All orders are shipped air courier, unless otherwise specified.  Buyer is required to provide specific instructions relating to the person or department that is responsible for receiving the shipment.  All quoted scheduled shipment dates are approximate and subject to delay caused by fire, strike, or other labor disturbances, Acts of God, shortages of material or failure of supplier to satisfactorily meet scheduled deliveries or any other factor or event beyond ISOFLEX’s reasonable control, none of which factors or events shall give rise to any liability on the part of ISOFLEX.  In no event shall ISOFLEX be liable for consequential or other damages for any delay in delivery.
 

Payment And Impairment Of Credit:
Net payment is due fifteen days (15) days from date of receipt of goods as noted on the air bill, unless otherwise described on ISOFLEX's original quotation.  Interest at the rate of 15% per annum shall be charged from the 16th day following delivery to date of payment on any outstanding balances, to date of payment.  Buyer shall be liable for any costs of collection incurred by ISOFLEX, including reasonable attorneys' fees.  ISOFLEX reserves the right to demand cash in advance on any sales.  Buyer acknowledges that ISOFLEX shall retain a valid and enforceable lien interest on all goods unless and until payment in good funds has been received.
 

Certificate Of Analysis And Purity Designation:
All goods shipped are accompanied by an analysis certificate containing information provided to ISOFLEX by its manufacturers.  The analysis is specific to the actual lot of material shipped and not a general specification, unless specifically stated.
 

Materials Safety Data Sheet (MSDS):
Material Safety Data Sheets will be supplied upon specific request by customer.  MSDS are prepared by ISOFLEX's technical staff based upon their best knowledge and are offered solely for the Buyer's information, consideration, and investigation, without liability on the part of ISOFLEX.
 

Hazards:
When a material shipped by ISOFLEX has been classified as hazardous, it should be handled only by qualified and trained personnel.  When ordering and purchasing such hazardous materials from ISOFLEX, Buyer represents and warrants that: (a) it is fully aware about the health and safety hazards associated with the handling of such ordered materials; (b) it has in place the necessary industrial hygiene controls to protect its workers from such health and safety hazards; and, (c) it understands and acknowledges applicable government regulations and the need to adequately warn its personnel of such health and safety hazards associated with such materials.

Warranty Matters:
ISOFLEX warrants to Buyer, for a period of thirty (30) days after the materials are received by Buyer, that its products meet the specifications expressly defined in writing as described in its initial quotation covering the goods purchased.  ISOFLEX does not guarantee any end-use results for any of its products.  All claims for errors, defects, or damaged materials against ISOFLEX must be made by Buyer in writing within 30 days of Buyer's receipt of the materials in question.  Any claims not satisfying this condition shall be deemed waived.  The obligations of ISOFLEX under this warranty shall be limited to replacing defective materials, or allowing credit, at ISOFLEX option, provided the Buyer gives ISOFLEX prompt notice of the defects during the warranty period, and, if required by ISOFLEX, returns the goods to ISOFLEX.  No claim will be allowed by ISOFLEX for any materials claimed by the Buyer to be defective or unsuitable unless ISOFLEX is permitted to examine the product before final use or processing by the Buyer.  All errors, defects, or damaged materials claimed by Buyer must be confirmed by ISOFLEX's inspection.  In the event the ISOFLEX and Buyer are unable to reach an amicable solution to the claim, the goods in question may be examined by a third party acceptable to both ISOFLEX and Buyer and whose opinion shall be conclusive for purposes of perfecting or rejecting Buyer's claim.

Goods returned without permission of ISOFLEX will not be accepted for credit and will be returned freight collect to the Buyer.  ISOFLEX shall have the right to remedy such defects at such time or times as may be reasonable.  Buyer's exclusive remedy, for any cause or claim whatsoever, including but not limited to alleged breach of warranty, product liability, negligence, or otherwise, shall be for money damages in an amount not to exceed the purchase price paid by the Buyer for the product in respect to which the claim is made.  In no event shall ISOFLEX be liable for special, incidental or consequential damages, whether Buyer's claim in contract, negligence, strict liability or otherwise.

In consideration of the sale of the product to Buyer, which sale ISOFLEX would not otherwise make, Buyer agrees to indemnify and hold ISOFLEX harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of the Buyer's handling and/or use of the product, whether used alone or in combination with any other substance. 
 

Dispute Resolution:
In Accepting a quotation and subsequent delivery of product(s) from ISOFLEX, Buyer agrees that any unresolved controversy or claim arising out of or relating to such quotation and subsequent delivery, or other alleged breach or failure on the part of ISOFLEX shall be settled by binding arbitration conducted in San Francisco, California, USA, unless otherwise agreed between the parties.  Arbitration shall be conducted in accordance with and by a single arbitrator appointed pursuant to the Rules of the American Arbitration Association in effect at the time, and discovery pursuant to California Code of Civil Procedure Section 1283.05 shall be available to the parties.  Judgment upon an award rendered pursuant thereto shall be binding and final and may be entered in any court having jurisdiction.  Such arbitration shall be final and binding and shall be enforceable by judgment of the Superior Court of the state having jurisdiction.  Notwithstanding any provision of the rules or statutes mentioned above to the contrary, the failure of any party to appear at or participate in any hearing or other portion of any arbitration proceeding pursuant to this section shall not prevent any such hearing or proceeding from going forward, and the arbitrator is empowered to make a decision and/or render an award ex parte which shall be binding on that party as though that party participated fully in the hearing or proceeding.  Each party involved in any arbitration proceeding pursuant to this section shall pay its own expenses in connection therewith.  The cost of conducting the arbitration proceeding shall be borne by the losing party.