Terms of Purchase

General Terms and Conditions of Purchase — UPC-Marathon, a Division of Nitrex

1. Application These General Terms and Conditions of Purchase apply to all purchase orders issued by UPC-Marathon to suppliers for goods and services. Acceptance of a purchase order constitutes acceptance of these terms.

2. Orders Purchase orders must be confirmed in writing within five (5) business days. Failure to reject or confirm within this period shall constitute acceptance. Any changes to purchase orders require written approval from UPC-Marathon.

3. Prices and Payment Prices are fixed as stated in the purchase order and include all charges for packing, shipping, insurance, and applicable taxes unless otherwise specified. Payment terms are net 60 days from receipt of a correct invoice, unless otherwise agreed in writing.

4. Delivery Delivery dates specified in purchase orders are firm commitments. The supplier shall promptly notify UPC-Marathon of any anticipated delays. UPC-Marathon reserves the right to cancel orders or adjust terms in case of late delivery.

5. Quality and Inspection All goods must conform to the specifications, drawings, and quality requirements stated in the purchase order. UPC-Marathon reserves the right to inspect goods upon receipt and to reject non-conforming items. Inspection or acceptance does not waive UPC-Marathon's right to later claim defects.

6. Warranty The supplier warrants that all goods and services will be free from defects, conform to specifications, and be fit for their intended purpose. This warranty shall survive inspection, acceptance, and payment.

7. Intellectual Property The supplier warrants that the goods do not infringe any third-party intellectual property rights. The supplier shall indemnify UPC-Marathon against any claims of infringement.

8. Confidentiality The supplier shall maintain the confidentiality of all technical and commercial information provided by UPC-Marathon and shall not disclose such information to third parties without prior written consent.

9. Governing Law These terms shall be governed by the laws of the State of Illinois, USA.

For complete terms or questions, contact: [email protected]