Legal Notices

Terms & Conditions - Global

Disclaimer

Hexion Specialty Chemicals, Inc., (the "Company") can give no assurance that the information contained on the Hexion Specialty Chemicals web site or any of its linked sites is current, accurate or complete. Any decision made by you based on information contained on the Hexion Specialty Chemicals web site is your responsibility. Hexion Specialty Chemicals shall not be liable for damages of any kind arising out of your access or inability to access its web site or your reliance on the information in the web site.

Forward Looking and Cautionary Statements. Various pages on this web site may not be based on historical facts and are "forward-looking statements" under the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties that may affect the Company’s operations, markets, services, prices and other factors as discussed in our filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. There is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as otherwise required by law.

Use of the Company’s Products and the Site. The user assumes the risk of using and browsing the Hexion Specialty Chemicals’ Customer Care site (hereinafter "Site"). Hexion Specialty Chemicals, Inc. shall not be responsible for the use of any information, recommendations, products, methods or apparatus set forth in the Site. In no event will the Company be responsible for damages of any nature whatsoever resulting from the user's access to or inability to access the Site, or the use of or reliance upon the information, recommendations, products, methods or apparatus set forth in the Site, regardless of whether it is claimed that the information, recommendations, products, methods or apparatus herein presented are inaccurate, incomplete or otherwise misleading.

Material Safety Data Sheets are provided under the Company’s policy of communicating to its customers, health and safety information pertinent to the safe handling and use of the Company’s products. This information, however, may not necessarily address all issues pertaining to the conditions under which the product is handled or used. The user should obtain and review available material safety information and consult with experts of its choice, before handling or using any of these products. If any materials are mentioned that are not the Company’s products, appropriate industrial hygiene and other safety precautions recommended by their manufacturers should be observed.

No Warranties. The information, recommendations, products, methods or apparatus set forth in the Site were believed by the Company to be accurate at the time of preparation or obtained from sources believed to be reliable. They are not intended to relieve the user from its responsibility to investigate and understand other pertinent sources of information and to comply with all laws and procedures applicable to the safe handling, transportation, storage and use of the Company’s products. The Company does not control the conditions under which the user uses, handles, stores or transports the Company’s products. THE COMPANY MAKES NO WARRANTY CONCERNING THE ACCURACY OF THE INFORMATION, RECOMMENDATIONS, PRODUCTS, METHODS OR APPARATUS SET FORTH IN THE SITE OR THE RESULTS TO BE OBTAINED THROUGH THEIR USE. IN ADDITION, THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, EITHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER NATURE REGARDING THE INFORMATION, RECOMMENDATIONS, PRODUCTS, METHODS OR APPARATUS SET FORTH IN THE SITE. Nothing herein waives any of the Company’s Terms and Conditions of Sale, as set forth below.

Hyperlinks. Clicking on certain images, or links, within the Site or related sites will take you to other web sites owned by third parties, the content of which the Company takes no responsibility.

Trademark, Copyright & Patents. The user should assume that everything seen or read on the Site is copyrighted unless otherwise noted and may not be used without the prior written permission of the Company. Nothing herein shall be construed as a recommendation or license to use any information, recommendations, products, methods or apparatus set forth in the Site which conflicts with any patent, trademark or copyright of the Company or others. The Company makes no representations or warranties, express or implied, that any use of this information, recommendations, products, methods or apparatus will not infringe any patent, trademark, service mark, logos, design, copyright or other proprietary rights of third parties. The user should seek independent advice of counsel concerning its right to use these materials.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, are registered and unregistered Trademarks of the Company, its affiliates or others, or utilized by the Company under license agreement. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the Company or such third party that may own the Trademarks displayed on the Site. Misuse of the Trademarks displayed on the Site, or any other content on the Site, is strictly prohibited. The user is also advised that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution, where the Company deems appropriate.

TERMS AND CONDITIONS OF SALE.  The following are the Company’s General Terms and Conditions of Sale for the sale of its products:

1.       GOVERNING TERMS. These General Terms and Conditions of Sale govern sales of products and/or services (collectively “products”) by Hexion Specialty Chemicals, Inc., and/or its directly or indirectly owned or controlled subsidiaries or affiliates (the “Company”).  The Company’s agreement to sell products is expressly conditioned upon Buyer’s acceptance of these General Terms and Conditions of Sale, and the Company expressly rejects any terms and conditions set forth in Buyer’s purchase order or other document which differ from these General Terms and Conditions of Sale and which have not been expressly agreed to in a writing signed by a duly authorized representative of the Company.

2.       PRICE ADJUSTMENTS. The Company may change any price, payment, or freight term in effect at any time and from time to time. The price, payment or freight term at which each order shall be filled shall be that which is established by the Company at the time the products are shipped.

3.       TAXES. Any tax or other governmental charge payable due to the sale, use or delivery of the products, such as, but not limited to, Sales Tax, Use Tax, Goods and Services Tax, Retailer’s Occupational Tax, Gross Receipts Tax, Value Added Tax and Transportation Tax shall be paid by Buyer.

4.       SHIPMENTS. Buyer shall give the Company reasonable written notice of orders and shipment dates.

5.       WEIGHTS. The Company’s weights and/or measurements shall govern unless proved to be in error.

6.       CONTAINERS. If shipment requires use of returnable containers or tote bins, title to such containers and tote bins shall remain in the Company and a deposit in an amount required by the Company shall be made at the time the shipment is ordered. Such containers and tote bins shall be returned in good condition within sixty (60) days from the date of shipment, freight charges collect. Upon such return, the Company shall refund the deposit.

7.       DELIVERY EQUIPMENT. Buyer shall unload and return delivery equipment furnished by the Company to the carrier within two (2) hours after arrival in the case of delivery by truck and within seven (7) days after arrival in the case of delivery by railcar. Any demurrage or detention charges on such equipment shall be paid by Buyer.

8.       CARRIER AND ROUTING. If the terms of shipment require the Company to pay freight, selection of carrier and routing of shipment shall be at the Company’s option.

9.       TITLE AND RISK OF LOSS. Title to and risk of loss in the products shall pass to Buyer upon the Company’s delivery to the carrier at the shipping point, notwithstanding the terms of shipment specified in this invoice/acknowledgment.

10.   PAYMENT AND CREDIT. Payment terms shall be as established by the Company from time to time. If Buyer fails to pay for any one or more shipments when due, then the Company  shall have the right, in addition to other remedies, either (a) to suspend or cancel further deliveries, or (b) to require cash payment on further deliveries. Should Buyer’s financial responsibility become unsatisfactory to the Company, cash payment or satisfactory security may be required by the Company before proceeding with further deliveries.

11.   PRODUCT SUITABILITY. Determination of the suitability of the products for the uses and application contemplated by Buyer and others shall be the sole responsibility of Buyer. Buyer assumes all risks and liabilities for results obtained by the use of the product, whether used singly or in combination with other material, except those relating solely to the use of product not conforming to the Company’s specifications, which non-conformity is not known to Buyer and is not discoverable by Buyer, by testing or otherwise, prior to the use thereof by Buyer or others. Any suggestions or recommendations made by the Company concerning uses or applications of the product are believed to be reliable, but the Company makes no warranty or guarantee of the results to be obtained since the conditions of the use and application by Buyer and others are beyond the Company’s control.

12.   WARRANTIES AND DISCLAIMERS. THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCT OR THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PURPOSE, except (a) that the products shall conform to the Company’s  specifications; (b) that the Company shall convey good title to Buyer and that the products shall be delivered free from any lawful lien or encumbrance; and (c) that the products do not infringe any valid United States patent. The Company does not warrant, however, that the use of the products, or articles made therefrom, either alone or in conjunction with other materials, will not infringe any United States patent.

13.   CLAIM PERIOD. Buyer shall inspect each delivery promptly following receipt. Claims shall be made within thirty (30) days after receipt of the delivery of product to which the claim relates, or if for non-delivery, within thirty (30) days after the scheduled delivery date thereof. Buyer’s failure to give the Company written notice of any claim within the applicable time period shall constitute an absolute and unconditional waiver of such claim. In no event shall Buyer commence any action under this contract later than one year after the cause of action has accrued.

14.   LIABILITY LIMITATIONS. Buyer’s exclusive remedy shall be for damages and no claim of any kind, whether as to product delivered or for non-delivery of product, and whether based on contract, breach of warranty, negligence or otherwise, shall be greater in amount than the purchase price of the quantity of the product in respect of which damages are claimed. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER’S CLAIM IS BASED ON CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE. 

15.   PRODUCT CHARACTERISTICS. Buyer shall familiarize itself with the characteristics of the products, and shall comply with all laws, regulations, and standards applicable to the possession, handling, processing or use of the product by Buyer, including, but not limited to, the Occupational Safety & Health Act of 1970, or other national guidance, and to the regulations and standards issued pursuant thereto. Without limiting the generality of the foregoing, Buyer agrees to handle the products in a manner consistent with good product stewardship practices and accepted safe handling guidelines with respect to the characteristics or risks as noted on the Company’s Material Safety Data Sheets.

16.   GENERAL INDEMNITY AGREEMENT. Buyer shall defend, indemnify and hold the Company harmless from and against all claims, liabilities, attorneys’ fees, costs and expenses (including, but not limited to, those related to injury to or death of Buyer’s employees) arising from or connected with the possession, handling, processing or use of the product by Buyer or others, except those resulting solely from the use of products not conforming to the contracted specifications, which non-conformity was not known to Buyer and was not discoverable by Buyer, by testing or otherwise, prior to the use thereof by Buyer or others. The Company may  participate in the defense of any such claim for the further protection of its own interests.

17.   INDEMNITY AGREEMENT FOR SOLID PRODUCTS.  The Company’s solid products, including but not limited to powder and flake resin products, can be combustible and present a fire or explosion hazard under certain conditions (including but not limited to when dusts are finely divided and suspended in air, and/or allowed to accumulate on surfaces).  Buyer shall comply with all laws, regulations and standards applicable to the possession, handling and use of all solid products by Buyer, including but not limited to National Fire Protection Association Standard 654, and other national guidance, and shall defend, indemnify and hold the Company harmless from and against all claims, liabilities, attorneys’ fees, costs and expenses (including but not limited to those relating to injury to or death of Buyer’s employees) arising from or connected with the possession, handling, processing or use of the products by Buyer or others.  This indemnity agreement is in addition to the General Indemnity Agreement contained in Section 16, above.

18.   EXCUSE. Neither the Company nor Buyer shall be responsible or liable for any delay or failure to deliver or take delivery of any or all of the product if occasioned by:  act of God, fire, flood, embargo, explosion, accident, breakdown of machinery or equipment; shortage of or inability to obtain fuel, power, raw materials, equipment, transportation, or the product itself, without litigation and at usual prices or from usual sources; good faith compliance with any law, regulation, standard, order, rule or recommendation made by any governmental authority; strike or labor controversy (neither the Company nor Buyer shall be required to settle any labor matter against its own best judgment); any cause or circumstance beyond the Company’s or Buyer’s reasonable control; or any other cause or circumstance, whether similar or dissimilar to the forgoing, which makes impracticable the production, transportation or delivery of the product or any material used in or in connection with its production; and the contracted quantity shall be reduced to the extent of the quantities not delivered due to any such cause or circumstance. In no event shall the Company be obligated to purchase product, or to deliver from any plant or facility other than the shipping point specified herein to replace the quantities not delivered due to any such cause or circumstance.

19.   NOTICE/ALLOCATION.  The party excused in whole or in part shall give written notice thereof to the other party with reasonable promptness.  In the event of any cause or circumstance excusing the Company, the Company shall have the right to utilize its available production and/or supply to satisfy its own requirements, including those of its subsidiaries and affiliates, in full, and to allocate any remaining production and/or supply among its customers, including those not under contract, in a fair and reasonable manner, and Buyer hereby releases the Company from responsibility or liability for any resulting incomplete fulfillment of this contract.

20.   WAIVER.  No waiver by either party of any breach of any of the terms or conditions contained herein shall be construed as a waiver of any succeeding breach of the same or any other term or condition contained herein. Nothing contained herein shall limit the remedies of the Company in the event of Buyer’s breach of any term or condition contained herein.

21.   ENTIRE CONTRACT.  Except to the extent that Buyer’s order was placed under a signed written contract between the parties, these General Terms and Conditions of Sale constitutes the entire agreement and understanding between the parties covering the sale and purchase of the products. No modification hereof shall be effected by the use of purchase order, acknowledgment, acceptance or other forms at variance with or in addition to these General Terms and Conditions of Sale.

22.   NON-ASSIGNABILITY. This contract shall not be assigned by Buyer without the prior written consent of the Company.

23.   GOVERNING LAW.  This contract shall be governed by and construed under the laws of the State of Ohio without application of its conflict of laws provisions.

Rev. 4/08

Terms and Conditions of Sale - EU

Terms and Conditions of Sale - Global