1. Forte Lubricants, a division of ITW Limited is herein referred to as “ITW” and the customer purchasing products (“Products”) or services (“Services”) is herein referred to as “Purchaser.” These terms and conditions of sale (“Terms”) and any ITW invoice (together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized officer of ITW; (b) ITW Document terms; (c) these Terms.
  2. Orders. ITW may refuse orders and has no obligation to supply Products or Services unless ITW issues an order acknowledgement or upon the shipment of Products or commencement of Services.
  3. Prices and Payment Terms. Prices do not include any sales, use, value-added or other taxes, import duties, license fees or like charges (“Fees”) related to the sale, importation or use of Products or Services, and Purchaser is responsible for those Fees. If ITW is subsequently required to pay any Fees, Purchaser shall fully defend and indemnify ITW Terms of payment are 30 days net from the date of ITW’s invoice. Overdue invoices will incur interest at the rate of 2% per month, or at the maximum rate allowable by governing law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a right of set-off. If Purchaser fails to make any payment as required, Purchaser agrees to indemnify ITW for all associated costs incurred by ITW, including reasonable attorney fees and court costs.
  4. Credit Approval. ITW may invoice Purchaser and recover for each shipment as a separate transaction. If, in ITW’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then ITW may, without prejudice to any of its other remedies, defer or decline to make any shipments except upon receipt of satisfactory security or cash payments in advance; and/or terminate any or all of Purchaser’s purchase orders.
  5. Cancellation or Modification. ITW may cancel any purchase order or release thereunder, or terminate any agreement relating to the purchase of ITW’s Products or Services upon reasonable prior written notice to Purchaser. Once ITW has accepted a purchase order or begun taking actions with respect to a purchase order, Purchaser cannot cancel or modify that purchase order except with ITW’s written consent. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits.
  6. Inspection / Non-Conforming Shipments. Purchaser may inspect Products for a period of 15 business days after delivery (“Inspection Period”). Purchaser must notify ITW in writing of any Products that do not conform to the specifications applicable to their sale within the Inspection Period and afford ITW a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide ITW such written notice within the Inspection Period, Purchaser will be deemed to have accepted the Products. Purchaser may not return any Product without ITW’s prior written authorization. Any return authorized by ITW must be made in accordance with ITW’s return policies. Purchaser will be responsible for all costs associated with returns of Products and will bear the risk of loss, unless ITW agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. Any variation in quantities shipped over or under those ordered (not to exceed 10%) will constitute compliance with Purchaser’s order, and the stated price per item will continue to apply.
  7. ITW anticipates use of common carriers for shipment of Products. The carrier, and not ITW, will bill for freight rates and other shipping charges. Payments for such charges shall be paid by Purchaser directly to the carrier. All Products will be shipped ExWorks ITW’s facility (Incoterms 2010). Shipping dates are approximate and are based upon prompt receipt of all necessary information from Purchaser. ITW may ship items in a single or multiple shipments. Title to the Products and risk of loss shall pass to Purchaser upon delivery in accordance with the applicable shipping term. Purchaser assumes all risk and liability for loss and use or misuse by third parties who acquire or use the Products illicitly after delivery. Purchaser must notify ITW and the delivering carrier within 15 business days from date of receipt of Products, of any damage or shortage, and afford ITW a reasonable opportunity to inspect the Products. Any loss occasioned by damage or shrinkage in transit will be for Purchaser’s account, and claims for such loss must be made solely against the carrier.
  8. Limited Warranty. ITW warrants that it will convey the Products free and clear of all liens, security interests and encumbrances created by, through or under ITW; and that for a period of 6 months from the date of delivery to the common carrier (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by ITW, the Products: will, conform to mutually agreed upon written specifications or other descriptions; and will be free from substantial defects in material and workmanship.

In the event of a breach of the warranties set forth above (the “Warranties”), at ITW’s option and as ITW’s sole liability and Purchaser’s sole remedy, ITW will repair, replace or credit Purchaser’s account for, any Product that fails to conform to the Warranties, provided that (i) during the Warranty Period ITW is promptly notified in writing upon discovery of such failure with a detailed explanation of any alleged deficiencies; (ii) ITW is given a reasonable opportunity to investigate all claims; and (iii) ITW’s examination of such Product confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, normal wear and tear, improper installation, unauthorized alteration or repair or improper testing. No Products may be returned to ITW until inspection and approval by ITW. The Warranty against defects does not apply to consumable components or ordinary wear items; or use of the Products with equipment, components or parts not specified or supplied by ITW or contemplated under the Product documentation. Except as set forth herein, ITW makes no warranty or representation of any kind, express or implied (including no warranty of merchantability or fitness for any particular purpose).

  1. Limitation of Liability and Remedies. ITW will not be liable, and purchaser waives all claims against ITW, for indirect, incidental, special, punitive or consequential damages, down time, lost profits or commercial losses, whether or not based upon ITW’s negligence or breach of warranty or strict liability in tort or any other cause of action. In no event will ITW’s liability in connection with the agreement or sale of ITW’s products or services exceed the purchase price of the specific products or services as to which the claim is made. Nothing in this Agreement shall exclude, limit or restrict the liability of either party in respect of (i) death or personal injury arising from negligence; or (ii) any fraud or fraudulent misrepresentation; or (iii) to the extent such limitation or exclusion is not permitted by law.
  1. Product Use. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of ITW’s Products, ITW is not responsible for the results or consequences of use, misuse or application of its Products. All physical properties, statements and recommendations are either based on the tests or experience that ITW believes to be reliable, but they are not guaranteed.
  2. Tooling/Molds/Dies. All material, equipment, facilities and special tooling (including tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment and manufacturing aids and replacements thereof) used in the manufacture of the Products will remain the property of ITW. Any material, tooling or equipment furnished to ITW by Purchaser will remain the property of Purchaser with title to and right of possession remaining in Purchaser.
  3. Ownership of Intellectual Property. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to Purchaser by ITW and all rights therein (collectively, “Intellectual Property”) will remain the property of ITW and will be kept confidential by Purchaser in accordance with these Terms. Purchaser has no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to ITW upon request from ITW. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use ITW’s Products or receive the Services purchased from ITW.
  4. Use of Trademarks and Trade Names. Purchaser shall not use, directly or indirectly, in whole or in part, ITW’s name, or any other trademark or trade name that is now or may hereafter be owned by ITW (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by ITW in writing. Purchaser hereby acknowledges ITW’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks. Purchaser shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorized Products pursuant to the terms of the Agreement. Purchaser shall reproduce the Trademarks exactly as specified by ITW. Purchaser shall not use the Trademarks in combination with any other trademarks or names. Purchaser agrees that it will not register or attempt to register any Trademark or any colourable imitation thereof (including any non-English language variation thereof), or use such Trademarks for any products or for any purposes other than those set forth in the Agreement. Purchaser shall not at any time during or after termination of the Agreement use in its business any other trademark that is similar to or in any way resembles the Trademarks so as to be likely to cause deception or confusion with the Trademarks. Purchaser shall provide reasonable cooperation to ITW with respect to any efforts of ITW to protect, defend or enforce its rights to the Trademarks. Should Purchaser cease being an authorized customer of ITW for any reason, Purchaser shall immediately discontinue any formerly permitted use of ITW’s name or the Trademarks.
  5. Confidential Information. All information furnished or made available by ITW to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without ITW’s prior written consent. The obligations in this section will not apply to any information that at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; Purchaser can show by written records was in Purchaser’s possession prior to disclosure by ITW; or is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to ITW with respect to such information.
  6. Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided that Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim; Purchaser cooperates with ITW in the defense and settlement of such Claim; and Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense.

If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following secure an appropriate license to permit ITW to continue supplying those parts or Products; modify the appropriate part or Product so that it becomes non-infringing; or replace the appropriate part or Product with a non-infringing but practically equivalent part or Product. If ITW cannot reasonably accomplish the actions specified in clause 17.2, then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to the use of any part or Product; the combination of any part or Product with any other part or product not supplied by ITW, or any part or Product or process that is designed or specified by Purchaser.

  1. Purchaser agrees to comply with all national, local and foreign rules, regulations, ordinances and laws and binding rules of the European Union applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products and Services, including import/export laws, labour laws and anti-corruption laws.
  2. Relationship of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, members of a joint venture or as agents for one another or as authorizing either party to obligate the other in any manner.
  3. Force Majeure. ITW will not be responsible for failure to perform in a timely manner under the Agreement when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labour disputes (whether of ITW’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable ITW to perform.
  4. Assignment; Binding Effect. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or Purchaser’s purchase order may be made without ITW’s prior written consent. Any attempted assignment will be void. ITW may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
  5. In the event of any default by Purchaser, ITW may decline to ship Products or provide Services. If ITW elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, ITW’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default, or affect ITW’s legal remedies.
  6. If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder.
  7. Limitation of Actions/Choice of Law. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of England and Wales (excepting its conflict of laws provisions and the United Nations Convention for International Sale of Goods). Any such dispute will be finally resolved by a panel of three arbitrators in accordance with the Rules for Arbitration of the London Court of International Arbitration. Judgment upon the award rendered by such arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be London and the language of arbitration will be English. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved; and the award shall be final and binding on both ITW and Purchaser, and the parties hereby waive the right of appeal to any court for amendment or modification of the arbitrators’ award.
  8. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products or Services, will remain in effect until fulfilled.
  9. If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect.
  10. Integration and Modification. The Agreement constitutes the entire agreement between ITW and Purchaser with respect to the Products and Services covered by the Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby.