• (a) All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a Product or Service will be the price advertised on this Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order Confirmation. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your Order Confirmation. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
• (b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We currently accept Stripe for all purchases. Purchases are processed by our third-party payment processor, Stripe. (https://stripe.com/). When you place an order for a Product or Service, you represent and warrant that (i) information you supply to us in connection with your selected method of payment is true, correct and complete, (ii) you are duly authorized to use such payment method (i.e. that particular credit card, debit card, or bank account) for the purchase, (iii) charges incurred by you will be honored by your credit card company and/or bank, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.

• (a) We will arrange for shipment of the Products to you. Please check the individual Product page and/or the order checkout page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the Order Confirmation. We currently only arrange for shipment of the Products within the United States.
• (b) Title and risk of loss pass to you upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

• (a) We warrant to you that for a period of 12 months from the date of shipment (“Warranty Period“), the Products purchased through the Website will materially conform to our published specifications in effect as of the date of shipment and be free from material defects in material and workmanship.
• (b)We warrant to you that we shall perform the Services purchased through the Website using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet our obligations under these Terms of Sale.
• (c) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a) AND SECTION 6(b), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
• (d) Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
• (e) We shall not be liable for a breach of the warranties set forth in Section 6(a) and Section 6(b) unless: (i) you give written notice of the defective Products or Services, as the case may be, reasonably described, to us within 30 days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such Products and you (if we so request) return such Products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the Products or Services are defective.
• (f) We shall not be liable for a breach of the warranty set forth in Section 6(a) or Section 6(b) if: (i) you make any further use of such Products after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) you alter or repair such Products without our prior written consent.
• (g) Subject to Section 6(e) and Section 6(f) above, with respect to any such Products during the Warranty Period, we may, in our sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the amounts paid by you for such Products provided that, if we so request, you shall, at your expense, return such Products to us.
• (h) Subject to Section 6(e) and Section 6(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 6(b), we may, in our sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the amounts paid by you for such Services.
• (i) THE REMEDIES SET FORTH IN SECTION 6(g) AND SECTION 6(h) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 6(a) and SECTION 6(b).

• (a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• (b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE WEBSITE.

• (a) except to the extent explicitly provided in these Terms of Sale or in a separate written agreement between you and GEISMAR, GEISMAR (or its affiliates and/or licensors) will retain all Intellectual Property Rights used to create, embodied in, used in, and otherwise relating to the Products and any of their component parts;
• (b) any and all GEISMAR’s Intellectual Property Rights are the sole and exclusive property of GEISMAR or its affiliates and/or licensors;
• (c) you shall not acquire any ownership interest in any of GEISMAR’s Intellectual Property Rights under these Terms of Sale;
• (d) any goodwill derived from your use of GEISMAR’s Intellectual Property Rights inures to the benefit of GEISMAR or its affiliates or licensors, as the case may be;
• (e) if you acquire any Intellectual Property Rights in or relating to any Product purchased under these Terms of Sale (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, you hereby irrevocably assign to GEISMAR or its affiliates or licensors, as the case may be, without further action by either Party, all right, title, and interest in and to such Intellectual Property Rights, and you shall, upon GEISMAR’s request and expense, execute one or more documents assigning the same to GEISMAR; and
• (f) you shall use GEISMAR’s Intellectual Property Rights only in accordance with these Terms of Sale and any instructions of GEISMAR.

• (a) To the extent that any software, firmware, and/or mask work is embedded within, incorporated into, or otherwise provided to you in connection with a Product (“Embedded IP”), such Embedded IP is licensed, not sold. The sale of the Product shall not constitute the transfer of ownership rights in or title to the Embedded IP. All references to “sale” or “sold” as it relates to the Embedded IP shall be deemed to mean a license from GEISMAR and/or its affiliates for your use of the Embedded IP solely as embodied within and incorporated into the Product. By making a purchase of a Product containing Embedded IP you agree that, as between you and GEISMAR, GEISMAR, its affiliates, and/or its licensors is/are the sole and exclusive owner(s) of all right, title, and interest in and to Embedded IP. Upon your purchase of a Product, GEISMAR, on behalf of itself and its affiliates and/or licensors, grants you a limited, nontransferable, non-exclusive license to use the Embedded IP solely in combination with or as part of the unit of Product in which the Embedded IP has been provided to you, solely as one copy for each unit of Product, and solely for the purposes for which the Product was intended to function. GEISMAR does not grant you any rights in or licenses to any source code.
• (b) To the extent that any documentation, including, but not limited to, manuals, designs, data, specifications, or otherwise, is provided to you in connection with a Product (“Documentation”), such Documentation is licensed, not sold. The sale of the Product shall not constitute the transfer of ownership rights in or title to the Documentation. All references to “sale” or “sold” as it relates to the Documentation shall be deemed to mean a license from GEISMAR and/or its affiliates for your use of the Documentation in connection with the Product. By making a purchase of a Product with accompanying Documentation, you agree that, as between you and GEISMAR, GEISMAR, its affiliates, and/or its licensors is/are the sole and exclusive owner(s) of all right, title, and interest in and to Documentation. Upon your purchase of a Product, GEISMAR, on behalf of itself and its affiliates, grants you a limited, nontransferable, non-exclusive license to use, copy, and distribute non-confidential Documentation with the Product for which the Documentation has been provided and only one copy for each unit of Product.
• (c) With respect to all or portions of Embedded IP, Documentation, and GEISMAR’s Intellectual Property Rights, you are not authorized to and agree that you will not: (i) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code, ideas, technology or algorithms, except to the extent expressly authorized by applicable law; (ii) modify or create derivative works; (iii) remove or alter any proprietary markings or notices; (iv) merge, link or incorporate Embedded IP, Documentation, and/or GEISMAR’s Intellectual Property Rights into any other software or products; or (v) attempt to determine whether any of your patents or patent applications read on Embedded IP, Documentation, and/or GEISMAR’s Intellectual Property Rights, or create or modify your patents or patent applications based on the Embedded IP, Documentation, and/or GEISMAR’s Intellectual Property Rights. If you create any modifications or derivative works of all or a portion of Embedded IP, Documentation, and/or GEISMAR’s Intellectual Property Rights, you hereby grant GEISMAR and its affiliates an irrevocable, worldwide, royalty-free, and perpetual license to make, have made, use, sell, import, commercialize, sublicense, reproduce, and fully exploit such modifications or derivative works without any payment or obligation to you whatsoever.
• (d) If you breach any of the terms of this Section 11, your license to the Embedded IP, Documentation, and GEISMAR’s Intellectual Property Rights will automatically and immediately terminate. You hereby agree that you shall (i) indemnify GEISMAR and its affiliates and licensors against and hold GEISMAR and its affiliates and licensors harmless from any damage or costs arising from or in connection with your breach of the provisions of this Section 11, and (ii) reimburse GEISMAR and its affiliates and licensors for all costs and expenses incurred by GEISMAR and its affiliates and licensors in defending any claim, demand, suit, or proceeding arising from or in connection with such breach.
• (e) Except for the licenses expressly granted herein, GEISMAR and its affiliates, and their respective licensors and suppliers, expressly reserve all right, title and interest in and to all Embedded IP, Documentation, and Products provided or made available to you, together with all Intellectual Property Rights related thereto. No other express or implied license, right, or interest in or to any patent, patent application, copyright, trade secret, trademark, trade name, service mark, mask work, or any other Intellectual Property Right is granted hereunder. Neither the sale of any of the Products, the limited licenses granted pursuant to this Section 11, nor these Terms of Sale, shall be construed as conferring any right, license or immunity (i) to any combination, machine, or process in which Embedded IP, Documentation, and/or Products might be used, or to any modifications of Embedded IP, Documentation, and/or Products; or (ii) to any trademark, service mark, trade name, brand name, corporate name, or any other name or mark, or contraction, abbreviation, or simulation thereof.

• (a) No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay in fulfilling or performing any term of Terms of Sale (except for any of your obligations to make payments to us hereunder or your obligations pursuant to Section 10 and Section 11), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party.
• (b) The Impacted Party shall promptly notify the other Party in writing within fifteen (15) calendar days of any Force Majeure Event beyond its control which prevents or might prevent it from performing its contractual obligations with respect to a purchase by you of a Product or Service, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 13, either party may thereafter terminate these Terms of Sale upon fifteen (15) days’ written notice.

• (a) EXCEPT AS SET FORTH IN SECTION 15(C), YOU AND GEISMAR ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

EXCEPT AS SET FORTH IN SECTION 15(C), ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

• (b) The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). Arbitration shall take place in Charlotte, NC. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
• (c) Notwithstanding the foregoing, GEISMAR expressly reserves all rights to seek injunctive relief, in addition to any other remedy to which GEISMAR is entitled at law or in equity, for your breach of Section 10 and/or Section 11. Nothing in this Section 15, nor elsewhere in these Terms of Sale, shall be interpreted as a waiver of such remedies or to preclude, prevent, or otherwise restrain GEISMAR and/or its affiliates from seeking such remedies in a court of competent jurisdiction.If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

• (a) To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the e-mail address you provide or (ii) posting to the Website. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
• (b) To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to Geismar North America, 134 Parker Drive, Beaufort, SC 29906, or (ii) by email at csinfo@geismar.com. We may update the facsimile number or address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.