Terms and Conditions of Sale

Effective Date: 01/01/2026

Last Updated: 01/01/2026

Acceptance of the materials shipped by Chemyork INC ("Chemyork") to its Buyers ("Buyer") asdocumented on Chemyork invoices shall constitute Customer's acceptance of the terms set forth below.

These terms shall supersede the terms of Buyer's purchase order in the event of a contradiction or inconsistency. No understanding, agreement, term, condition, or trade custom at variance with or contradictory to these terms shall be binding on Chemyork unless agreed to in writing by Chemyork and signed by an Officer of Chemyork Services.

Materials shipped by Chemyork are intended for use only by its Buyer. Any resale or transfer (unless authorized in writing) of our product is a material breach of these terms.

These Terms and Conditions of Sale (“Terms”) apply exclusively to all products (“Products”) by Chemyork, acting solely as a distributor, to any buyer (“Buyer”). Chemyork does not manufacture the Products and does not control product design, formulation, processing, or end-use applications.

1.Independent Parties; Acceptance; Entire Agreement

Chemyork and Buyer are independent contracting parties. Chemyork’s acceptance of any order is expressly conditioned upon Buyer’s assent to these Terms. Buyer’s acceptance of delivery constitutes acceptance of these Terms. These Terms, together with Chemyork’s invoice or order acknowledgment, constitute the entire agreement (“Order”) and supersede all inconsistent or additional terms contained in Buyer’s purchase order or other documents. Any Buyer terms are expressly rejected. Chemyork may revise these Terms from time to time. Revisions apply only to Orders accepted after publication on Chemyork’s website.

2. Distributor Warranty; Pass-Through Manufacturer Warranty

Chemyork warrants solely that, at the time of shipment, the Products conform to the manufacturer’s published specifications, as provided to Chemyork. To the extent permitted by law, Chemyork passes through to Buyer any transferable warranty provided by the manufacturer, and makes no independent warranty regarding product performance, suitability, or fitness for any particular application. Buyer acknowledges that product design, processing, compounding, molding, testing, and end use are beyond Chemyork’s control.

3. Claims; Inspection; Notice

Buyer must inspect Products upon receipt.

• Carrier damage must be noted on the bill of lading at delivery.

• Quality or specification claims must be submitted in writing within fifteen (15) days of receipt.

Any processing, alteration, blending, or combination with other materials constitutes a complete waiver of all claims. No Products may be returned without Chemyork’s prior written authorization.

4. Quantity and Weight Tolerances

Due to packaging, handling, and supplier production variances:

• Quantities may vary by ±10% from the ordered amount and shall constitute full performance.

• Carrier or certified scale weight at point of shipment governs in the event of any discrepancy.

Buyer agrees to accept and pay for actual quantities shipped.

5. Exclusive Remedy; No Set-Off

Buyer’s sole and exclusive remedy for nonconforming Products shall be, at Chemyork’s option, replacement of the affected Products or a credit equal to the invoice amount. Buyer may not withhold, deduct, or set-off any amounts owed to Chemyork for any reason. Chemyork’s aggregate liability shall not exceed the invoice price of the affected Products.

6. Force Majeure; Allocation; Price Adjustment

Chemyork shall not be liable for failure or delay caused by events beyond reasonable control, including supplier shortages or transportation disruptions. Chemyork may allocate available supply, adjust prices to reflect increased costs, or terminate affected Orders without liability.

7. Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 2, CHEMYORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Buyer acknowledges it has not relied on any oral or written representations or technical advice not expressly incorporated into the Order.

8. Limitation of Liability; Time to Sue

IN NO EVENT SHALL CHEMYORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, PRODUCTION COSTS, OR GOODWILL.

Any action arising out of an Order must be commenced within one (1) year after delivery.

9. Fail-Safe, Critical, and Prohibited Applications

Products are not designed, intended, or authorized for use in hazardous or fail-safe applications, including but not limited to nuclear facilities, aircraft navigation or communication systems, air traffic control, life-support systems, weapons systems, or any application where product failure could result in death, personal injury, or severe property or environmental damage. Products are not intended for permanent implantation in the human body or for life-sustaining medical applications. Buyer shall not use Products for such applications and shall indemnify Chemyork against all claims arising from any prohibited use.

10. Technical Support

Any technical support or advice is provided gratuitously and without obligation. Buyer uses such support at its own risk. Chemyork shall not be liable for results obtained from such support.

11. Title; Risk of Loss

Title and risk of loss pass FCA Chemyork’s facility (Incoterms® 2020). Payment of freight by Chemyork does not affect transfer of risk.

12. Delivery Dates

All delivery dates are estimates only. Time is not of the essence.

13. Prices; Taxes; Payment

Prices exclude taxes and governmental charges. Payment shall be made as invoiced. Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Chemyork may suspend shipments, revoke credit, require advance payment, or accelerate all outstanding amounts if Buyer defaults or creditworthiness becomes unsatisfactory.

14. Compliance with Laws

Buyer shall comply with all applicable laws, including export controls, trade restrictions, and anticorruption regulations.

15. Hazardous Materials; Indemnification

Buyer is solely responsible for compliance with all laws governing hazardous materials and for safe handling, storage, labeling, transportation, and disposal. Buyer shall indemnify, defend, and hold Chemyork harmless from all claims arising from Buyer’s or Buyer’s customers’ handling or use of the Products, including claims alleging Chemyork’s concurrent negligence.

16. Waiver

Chemyork’s failure to enforce any provision shall not constitute a waiver of future enforcement.

17. Governing Law; Venue; Jury Waiver

These Terms are governed by the laws of the State of Texas. Exclusive venue shall be the state or federal courts located in Harris County, Texas.

THE PARTIES KNOWINGLY AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.