TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS
Silicones Plus, Inc. Effective Date: January 1st, 2026
PAYMENT REMITTANCE
Please remit payment to:
Silicones Plus, Inc. c/o Amegy Bank – Lockbox Dept. 8147 P.O. Box 650002 Dallas, TX 75265-0002
Online Banking / Bill Pay: Establish Silicones Plus, Inc. as a payee through your online banking system. Credit Account: 5801336123
Domestic Wire / ACH (Amegy Bank of Texas) Beneficiary Name: Silicones Plus, Inc. Account Number: 5801336123 Routing Number: 113011258 Bank Name: Zions Bancorporation, N.A. d/b/a Amegy Bank Bank Address: 1717 W. Loop S, Houston, TX 77027 Reference: SPI Invoice Number
International Wire (Funds Sent from Outside the U.S.) Beneficiary Name: Silicones Plus, Inc. Account Number: 5801336123 SWIFT Code: ZFNBUS55 Bank Name: Zions Bancorporation, N.A. Bank Address: One South Main Street, Salt Lake City, UT 84133 Reference: SPI Invoice Number
Mail Check Silicones Plus, Inc. c/o Amegy Bank – Lockbox Dept. 8147 P.O. Box 650002 Dallas, TX 75265-0002
1. GENERAL
1.1. These Terms and Conditions ("Terms") govern the sale of all products ("Products") by Silicones Plus, Inc. ("Seller") to its customers ("Buyer"). These Terms apply to all transactions unless a separate written agreement signed by an authorized officer of Seller expressly supersedes them.
1.2. By placing an order — whether by purchase order, verbal instruction, email, electronic system, or any other means — Buyer agrees to be bound by these Terms in their entirety.
1.3. Any terms or conditions contained in Buyer's purchase order, acknowledgment, or other document that conflict with or add to these Terms are hereby objected to and shall have no force or effect unless expressly accepted in writing by an authorized officer of Seller. Seller's acceptance of an order does not constitute acceptance of Buyer's terms.
1.4. These Terms supersede all prior representations, negotiations, or agreements, whether oral or written, between the parties with respect to the sale of Products.
2. ORDERS AND ACCEPTANCE
2.1. All orders are subject to written acceptance by Seller. Seller reserves the right to reject any order, in whole or in part, at its sole discretion without liability to Buyer.
2.2. A binding contract is formed only upon Seller's issuance of a written order confirmation. Verbal commitments, email acknowledgments from non-authorized personnel, or system-generated receipts do not constitute acceptance.
2.3. Order confirmations issued by Seller constitute the final and controlling document for each transaction, including product specifications, pricing, quantity, and shipping instructions. Any shipping instruction on the order confirmation — including "Contact Customer to Arrange" — must be followed precisely. Seller reserves the right to hold shipment pending customer confirmation of shipping method where so indicated.
2.4. Buyer is responsible for reviewing all order confirmations promptly and notifying Seller of any discrepancy within two (2) business days of receipt. Failure to notify Seller within this period constitutes Buyer's acceptance of the order as confirmed.
2.5. Minimum order quantities may apply and will be communicated at the time of quotation. Seller reserves the right to adjust pricing if order quantities fall below agreed minimums.
3. PRICING AND PAYMENT TERMS
3.1. All prices are quoted in U.S. Dollars (USD) and are exclusive of all taxes, duties, tariffs, customs fees, shipping, handling, and insurance unless expressly stated otherwise in writing.
3.2. Quoted prices are valid for thirty (30) days from the date of quotation unless otherwise specified. Seller reserves the right to adjust pricing to reflect changes in raw material costs, currency fluctuations, tariffs, or other market conditions prior to order acceptance.
3.3. Payment terms are Net 30 days from the date of invoice unless otherwise agreed in writing by an authorized officer of Seller.
3.4. Late payments are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until paid in full.
3.5. Seller reserves the right to suspend or cancel any pending or future orders if Buyer's account is past due. Seller may require prepayment or satisfactory credit assurance before processing any order for a Buyer with a delinquent account.
3.6. All payments must be made in U.S. Dollars. Buyer is responsible for all bank fees, wire transfer fees, and currency conversion costs associated with payment.
3.7. Buyer shall not withhold payment or offset any amounts owed to Seller against claims, disputes, or amounts allegedly owed by Seller, unless Seller has provided written authorization for such offset.
3.8. In the event of non-payment, Buyer shall be responsible for all costs of collection including reasonable attorneys' fees and court costs.
4. DELIVERY, SHIPPING, AND FREIGHT TERMS
4.1. Ex Works (EXW) — Default Shipping Terms Unless otherwise expressly agreed in writing, all Products are sold Ex Works (EXW) Seller's facility, Arlington, Texas, USA, as defined by the current ICC Incoterms. Under EXW terms:
- Seller's obligation is fulfilled when the Products are made available at Seller's facility.
- Buyer assumes all risk of loss, damage, and cost from that point forward, including loading, transportation, insurance, customs clearance, duties, and delivery to final destination.
- Buyer is responsible for arranging and paying for all freight, carrier selection, and transportation insurance.
- Seller is not responsible for delays, damage, or loss occurring after Products leave Seller's facility.
4.2. Freight Prepaid and Add Where Seller arranges freight on Buyer's behalf at Buyer's request or where the order confirmation indicates freight is to be arranged by Seller, the following applies:
- Seller will select a carrier in its reasonable discretion unless Buyer specifies a carrier in writing prior to shipment.
- All freight charges, including fuel surcharges, accessorial fees, liftgate, residential delivery, Hazmat fees, and any other carrier-imposed charges, will be invoiced to Buyer at cost.
- Seller is not liable for freight costs incurred where Buyer's purchase order indicates "Ship via TBD" or "Contact Customer to Arrange" and Buyer has not provided confirmed shipping instructions prior to shipment. In such cases, Buyer's failure to respond to Seller's shipment inquiry within one (1) business day of inquiry constitutes authorization for Seller to select a carrier and ship at Buyer's expense.
- The "Prepaid" designation on Buyer's standard purchase order freight field does not constitute authorization for Seller to prepay freight on Buyer's behalf unless expressly confirmed in the order confirmation.
4.3. Hazardous Materials Products classified as Hazardous Materials under applicable DOT, IATA, IMDG, or other regulatory frameworks are subject to additional freight surcharges, packaging requirements, and documentation obligations. Buyer is responsible for ensuring that all applicable Hazmat regulations are met at the destination. Hazmat surcharges are passed through to Buyer at cost.
4.4. Delivery dates and transit times are estimates only. Seller is not liable for delays caused by carrier, weather, customs, force majeure, or any other cause beyond Seller's reasonable control.
4.5. Title and risk of loss transfer to Buyer upon Seller's delivery of Products to the carrier at Seller's facility, regardless of freight payment arrangement.
4.6. Buyer is responsible for inspecting all shipments upon receipt and noting any visible damage on the carrier's delivery receipt. Claims for shipping damage must be filed by Buyer directly with the carrier. Seller will reasonably assist Buyer in filing such claims but bears no financial responsibility for carrier-caused damage.
5. PRODUCT RETURNS AND CANCELLATIONS
5.1. All sales are final. Returns are accepted only for Products that are confirmed defective or damaged, subject to Seller's investigation and approval.
5.2. Claims for defective or damaged Products must be submitted in writing to Seller within five (5) business days of receipt, including: product name, lot number, quantity affected, description of the defect or damage, and photographic evidence where applicable. Claims submitted outside this window will not be accepted.
5.3. Unauthorized returns will be refused and returned to Buyer at Buyer's expense. A Return Merchandise Authorization (RMA) number must be obtained from Seller before any product is returned.
5.4. Order cancellations must be submitted in writing and are subject to Seller's approval. Orders that have been confirmed and entered into processing may not be cancelled without Seller's written consent. Cancellation charges of up to 25% of the order value may apply to cover restocking, handling, and supplier cancellation fees.
5.5. Products ordered in non-standard quantities, custom formulations, or on special order basis are non-cancellable and non-returnable.
6. PRODUCT WARRANTIES AND DISCLAIMERS
6.1. Seller warrants that the Products, at the time of shipment, conform to the specifications set forth in the applicable Certificate of Analysis (COA) provided by the manufacturer or Seller.
6.2. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SELLER'S SOLE AND EXCLUSIVE OBLIGATION UNDER THIS WARRANTY IS LIMITED TO REPLACEMENT OF THE NONCONFORMING PRODUCT OR REFUND OF THE PURCHASE PRICE, AT SELLER'S ELECTION.
6.3. Buyer is solely responsible for determining the suitability of the Products for its intended application and assumes all risk associated with such use. Seller's technical assistance, recommendations, or product information do not constitute a warranty or representation of fitness for any particular purpose.
6.4. Warranty claims are void if Products have been altered, mishandled, improperly stored, contaminated, or used in a manner inconsistent with Seller's or manufacturer's recommendations.
6.5. Seller's total liability under any warranty claim shall not exceed the invoice value of the specific Products giving rise to the claim.
7. LIMITATION OF LIABILITY
7.1. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, OR PRODUCTION DOWNTIME, ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Seller's total aggregate liability to Buyer for any and all claims arising from or related to any order or these Terms shall not exceed the total invoice value paid by Buyer for the specific Products giving rise to the claim.
7.3. The limitations set forth in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
8. COMPLIANCE, REGULATORY, AND SAFETY
8.1. Buyer agrees to comply with all applicable federal, state, local, and international laws, regulations, and safety standards relating to the purchase, import, export, use, handling, storage, and disposal of the Products, including but not limited to OSHA, EPA, FDA, DOT, REACH, and applicable state cosmetic and chemical regulations.
8.2. Buyer is solely responsible for determining whether the Products are approved for use in Buyer's intended application, jurisdiction, and finished product formulations, including compliance with any applicable cosmetic, pharmaceutical, food, or industrial regulations.
8.3. Buyer assumes full responsibility for the safe storage, handling, and disposal of the Products in accordance with all applicable Safety Data Sheets (SDS) and regulatory requirements.
8.4. Buyer shall not re-export, re-sell, or transfer Products to any party in violation of applicable U.S. export control laws and regulations, including Export Administration Regulations (EAR) and OFAC sanctions programs.
8.5. Buyer shall maintain all required licenses, permits, and registrations necessary to receive, use, and handle the Products.
9. CONFIDENTIALITY
9.1. Buyer agrees to keep confidential all pricing, product formulations, supplier identities, and other proprietary information disclosed by Seller in connection with any transaction and not to disclose such information to any third party without Seller's prior written consent.
9.2. This obligation of confidentiality shall survive termination of any order or business relationship between the parties.
10. INTELLECTUAL PROPERTY
10.1. Nothing in these Terms grants Buyer any license, right, or interest in any trademark, trade name, patent, copyright, or other intellectual property of Seller or its suppliers.
10.2. Buyer shall not use Seller's name, logo, or trademarks in any marketing, promotional, or public-facing material without Seller's prior written consent.
11. FORCE MAJEURE
11.1. Seller shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, governmental actions, regulatory changes, port congestion, transportation interruptions, supplier failures, or raw material shortages.
11.2. In the event of a force majeure event, Seller will notify Buyer as soon as reasonably practicable and will use commercially reasonable efforts to resume performance. Seller may allocate available supply among its customers at its reasonable discretion during such events.
12. INDEMNIFICATION
12.1. Buyer shall indemnify, defend, and hold harmless Silicones Plus, Inc. and its officers, directors, employees, agents, and suppliers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Buyer's use, misuse, or resale of the Products; (b) Buyer's breach of these Terms; (c) Buyer's violation of any applicable law or regulation; or (d) any claim by a third party arising from Buyer's finished products or formulations incorporating Seller's Products.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1. These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
13.2. Any dispute, claim, or controversy arising out of or relating to these Terms or the sale of Products shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.
13.3. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Tarrant County, Texas. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
13.4. Notwithstanding the foregoing, Seller reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
13.5. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.
14. CREDIT AND FINANCIAL TERMS
14.1. Credit terms are extended at Seller's sole discretion and may be modified or revoked at any time based on Buyer's payment history, financial condition, or creditworthiness.
14.2. Seller reserves the right to require prepayment, a letter of credit, or other security at any time, including prior to shipment of any order.
14.3. Buyer authorizes Seller to conduct credit inquiries and review financial information as necessary to establish or maintain credit terms.
15. MISCELLANEOUS
15.1. These Terms constitute the entire agreement between Seller and Buyer with respect to the sale of Products and supersede all prior or contemporaneous oral or written communications, representations, and agreements.
15.2. No modification, amendment, or waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized officer of Seller.
15.3. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
15.4. Failure by Seller to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right under these Terms.
15.5. Buyer may not assign any rights or obligations under these Terms without Seller's prior written consent. Seller may assign these Terms or any rights hereunder without restriction.
15.6. These Terms may be updated by Seller from time to time. The version in effect at the time of order placement governs that transaction. Current Terms are available upon request and at Seller's website.
Silicones Plus, Inc. | 326 Exchange Dr., Arlington, TX 76011 | 817-469-7777