Terms of service

JOHNSON MATTHEY GENERAL TERMS AND CONDITIONS
1) Acceptance: Acceptance is limited to the terms stated herein, and any additional or different terms are hereby rejected unless 
expressly asserted to in writing by Johnson Matthey Stationary Emissions Control LLC (“JM”). All contracts made by JM shall be 
deemed to have been made at Wayne, PA and shall be interpreted solely under Pennsylvania laws without reference to its conflict 
of laws principles and Purchaser’s assent to these terms and conditions shall be conclusively presumed from Purchaser’s receipt of
JM’s acknowledgement without prompt written objection thereto or from Purchaser’s acceptance of all or any part of the goods or 
services ordered. Any reference to Purchaser’s order noted herein shall not affect or limit the applicability of these terms and 
conditions.
2) Taxes: Any present or future duty, sales, use, excise or other taxes, whether Federal, state or local, applicable to this transaction 
are not included in the price herein stated and when due shall be paid by the Purchaser without cost or charge to JM, Purchaser 
shall supply JM with any sales or use tax exemption or resale certificates prior to shipment.
3) Cancellation: Acceptance of Purchaser’s order shall be binding on the parties and cancellation, rescission, suspension, or 
modifications will be accepted only upon terms that will indemnify JM against all costs, losses and damages, and provide JM with 
the profit that JM would have earned on the sale of the product if Purchaser had not cancelled, rescinded, suspended or modified 
its order.
2 | P a g e
4) Title and Risk of Loss to Product: Title to and risk of loss or of damage to product shall pass to Purchaser upon delivery of the 
product to the common carrier. The responsibility of JM as to damage to product in transit ceases upon delivery of the product in 
good order to common carrier at point of shipment. Purchaser agrees to accurately check shipment when it arrives at destination 
and to file immediate claim within ten (10) days with local carrier agent for any shortages or damage and to immediately so advise 
JM in writing. No product is to be returned to JM for any reason without JM’s written permission.
5) Changes: No change in an order shall have any force, effect or validity whatsoever except with JM’s written consent, and under 
conditions which will indemnify JM for costs of such changes. Detailed descriptions of changes must be submitted to JM by the
Purchaser in writing.
6) Tolerances: Unless otherwise stated, commercial tolerances, usually applicable to the product, shall apply.
7) Excusable Delays: Original agreed upon times are not deemed of the essence of an accepted order and reasonable variations from 
originally agreed upon times will be accepted by Purchaser. JM shall not be liable in any way for any delay due to strikes, differences 
with workers, accidents to the machinery, delays of carriers, fires, acts of God or a public enemy, or other causes of delay beyond 
its reasonable control. If the Purchaser delays shipment, payments are to be made as though shipment had been made as specified 
and the product shall be at Purchaser’s risk and subject to reasonable storage charges. The original delivery date will also be directly 
extended by any delays due to awaiting drawing approval, temporary work suspension requests, permitted changes by the 
Purchaser, or delay or defect in supply of raw materials to be provided by Purchaser.
8) Security Interest: Purchaser grants to JM a continuing lien on and first priority security interest in all right, title and interest of 
Purchaser in and to the product purchased by Purchaser hereby (the “Collateral”); provided, however, that JM’s security interest in 
product purchased hereunder shall terminate upon full payment of the purchase price and related charges therefore. 
Notwithstanding any other provision of this Agreement, if Purchaser breaches this Agreement, JM shall be entitled to foreclose on
the Collateral and shall have all remedies available to secured parties under the Uniform Commercial Code. Purchaser authorizes 
and empowers JM to execute on behalf of Purchaser and to file such financing and continuation statements as JM deems appropriate 
to perfect its security interest in the Collateral, and to notify Purchaser’s creditors of JM’s security interest.
9) Refusal to Accept Delivery: Accepted orders are for shipment as soon as manufactured, and are not subject to suspension or to 
deferred shipments, except with JM’s written consent upon terms which will indemnify JM for all loss or damages arising therefrom.
10) United States Banned Countries - Buyer understands that products supplied by JM are subject to export control and economic 
sanction laws, regulations, orders, rules and regulations of the U.S. and foreign agencies or authorities (“Export Laws”). Buyer 
represents and warrants that it will comply with all applicable Export Laws and acknowledges and agrees that it will not export, reexport, divert, transship or transfer or use such items contrary to Export law. Buyer acknowledges and agrees that it will not 
export, re-export, divert, transship, transfer or provide such products to any entity or person within any country that is subject to 
United States economic sanctions without obtaining prior authorization from the United States Government. The list of such 
countries subject to United States economic sanctions or embargoes may change from time to time, but currently includes Cuba,
Iran, North Korea, Sudan, and Syria. Buyer also acknowledges and agrees that it will not export, re-export, or provide such items 
to entities or persons that are ineligible under United States law to receive such items, including but not limited to, any person or 
entity on the United States Treasury Department's list of Specially Designated Nationals or on the United States Commerce 
Department's Denied Persons List, Entity List, or Unverified List, and represents and warrants that Buyer is not on any such restricted 
party list. Buyer shall be responsible for determining its compliance obligations, including obtaining any export licenses or approvals 
required by the U.S. Government or governments of other countries.
11) Patent Liability: The Purchaser assumes and will bear the expense of, and will hold JM harmless from and against, any suit, 
claim, or damages (including costs, expenses and reasonable attorneys’ fees) incurred by JM arising from or out of any patent
liability for goods manufactured to Purchaser’s design or specification, or specially designed by JM to meet Purchaser’s requirements, 
or for actual or alleged infringement of any U.S. or foreign patent because of use of equipment in Purchaser’s installation.
12) Limited Warranty: Subject to the design parameters stated in the proposal, JM warrants title and that all products sold 
hereunder shall conform to the JM’s standard specifications for the products, subject to reasonable manufacturing tolerances, for 
the period stated in the Warranty Section of the proposal. JM does not warrant any painted surfaces against cosmetic or immaterial 
defects, including, but not limited to, paint burning or surface rust. All products delivered hereunder shall be produced in 
compliance with the Fair Labor Standards Act of 1938 as amended. THE FOREGOING IS THE SOLE AND EXCLUSIVE WARRANTY 
AND JM MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT 
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH 
RESPECT TO THE PRODUCTS, whether used alone or in combination with other substances. Any suggestions made by JM concerning 
uses or applications of said products reflect JM’s opinion only and JM makes no warranty of results to be obtained. This warranty 
does not extend to the process of manufacture nor to the quality of any other components, processes, facilities or equipment which 
are not supplied by JM and in connection with which the product is to be used, and the Purchaser shall hold JM harmless from and 
against any suit, claim or damage, arising from or out of the use of this product. JM shall not be responsible for work done, material 
furnished or repairs made by others unless agreed to in writing, and reserves the right of doing or supervising any necessary repair 
work incident to putting products in proper operation. Purchaser agrees to use reasonable care in the operation and maintenance 
of products provided in accordance with instructions furnished by JM. Standard components, such as compressors, motors, 
instruments, etc. which are an integral part of the products, will be guaranteed to the extent of the warranty offered by that 
manufacturer. Catalyst and other JM-supplied equipment are not suitable for outside storage and must be stored indoors in a clean 
and dry place prior to installation. Failure to do so shall void the warranty and JM shall have no liability for damaged or defective 
catalyst/equipment that have not been properly stored.
13) Limitation of Liability: Within ten days after receipt of each shipment of products sold hereunder, Purchaser shall examine 
such products for any damage, defects or shortage. All claims, including for alleged damaged or defective products, shortage or 
non-deliverance of products, negligence or any other cause whatsoever, which could have been discovered by such inspection shall 
be deemed waived unless made in writing and received by JM within thirty days after Purchaser’s receipt of the products. Failure of
Purchaser to give notice of any claim within such time period shall be deemed an absolute and unconditional waiver of such claim, 
irrespective of whether the facts giving rise to such claim shall have been discovered or whether processing, use or resale of the 
product shall have taken place. JM’s determination of the validity of any claimed defect shall be conclusive and binding on Purchaser. 
PURCHASER’S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES AND JM’s TOTAL, COMPLETE AND EXCLUSIVE LIABILITY FOR ANY 
AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, BREACH OF 
WARRANTY, NEGLIGENCE OR STRICT LIABILITY, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN 
RESPECT TO WHICH THE CLAIM IS MADE, OR AT THE ELECTION OF JM, THE REPAIR OR REPLACEMENT OF SUCH PRODUCTS. JM 
shall not be liable for, and Purchaser assumes responsibility for, all personal injury and property damage resulting from the handling, 
possession, use or resale of the products. IN NO EVENT SHALL JM BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL 
DAMAGES, WHETHER PURCHASER’S CLAIM IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. Transportation 
charges for the return of products shall not be paid unless authorized in advance by JM. JM shall not indemnify nor be liable to 
Purchaser, Purchaser’s assigns, 
successors, purchases, lessees or licensees, or to any person or entity for any claims, losses, expenses or judgments arising out of 
or resulting in any way from the product or integration of compatibility of the product with any other components, processes, 
facilities or equipment which are not supplied by JM.
3 | P a g e
14) Use of Product: Purchaser acknowledges and agrees that, with respect to products sold to Purchaser hereunder, Purchaser 
shall have the sole responsibility to properly install and operate the product and to determine and comply with all applicable Federal, 
state, local and regulated use restrictions and requirements, including, without limitation, the continuing responsibility to ensure 
that the use of product is in full compliance with all applicable environmental laws and regulations. Purchaser further acknowledges 
and agrees that JM shall have no responsibility at any time with respect to the foregoing, and agrees to indemnify, defend and hold 
JM harmless from and against any and all losses, claims, liabilities and damages (including costs, expenses and reasonable 
attorneys’ fees) incurred by JM, resulting from any violation by Purchaser of the section.
15) Confidential Information: For purposes hereof, “Confidential Information” shall include the manufacturing engineering, 
technical, business financial and other non-public information relating to the technology or business of JM, and other non-public 
information developed for or learned by Purchaser from JM in connection with JM’s performance hereunder. For a period of five (5) 
years from the disclosure of Confidential Information to JM, Purchaser shall (i) maintain in confidence and not disclose Confidential
Information to any third persons, (ii) not duplicate or publish any Confidential Information, and (iii) use Confidential Information 
only for the purposes authorized herein. JM shall be entitled to enforce its rights hereunder by all available legal and equitable 
remedies, including, without limitation, the right to obtain an injunction.
16) Terms of Payment: Unless stated differently, the terms of payment are as stated in the Pricing section of this document. If 
the Purchaser becomes delinquent in payments to JM then JM has the right, in addition to any other remedy to which it may be 
entitled in law or equity, to: (i) cancel the sales order, (ii) refuse to make further deliveries, (iii) declare due and payable immediately 
all unpaid amounts for goods previously delivered to the Purchaser and/or in process, and/or (iv) subject all claims for money or 
goods due or to become due from JM or its affiliates to deduction or setoff against any counterclaim of JM or its affiliates arising out 
of this order or any other order. Purchaser acknowledges that its business dealings with JM or its affiliates constitute a single 
continuous transaction, notwithstanding the issuance of separate purchase orders, acknowledgements or similar documents from 
time to time.
17) Entirety of Agreement: The terms and conditions contained herein, constitute the entire agreement between JM and the 
Purchaser and shall supersede all previous communications, representations or agreements either verbal or written with respect to 
the subject matter described. No alteration or modification of these terms and conditions shall have any force, effect or validity 
whatsoever unless it shall be in writing signed by JM and shall state that it is intended to be effective as such alteration or 
modification.
ENGINEERED PRODUCTS - CONDITIONS GOVERNING TECHNICAL SERVICES
1) The Client shall pay Johnson Matthey Stationary Emissions Control LLC (“JM SEC LLC”) in U.S. dollars for the services 
of each Service Engineer as follows: 
a. The daily rate per calendar day from the date on which the Service Engineer leaves his headquarters in the 
U.S.A. up to and including the date of his return thereto. This rate is based upon the Service Engineer 
working eight (8) hour work days, Monday through Friday, or of any other five (5) consecutive work days 
that may be agreed upon. The weekend, Holiday, or international rate applies to Saturday, Sunday, all 
National Holidays, and service outside of the United States, Canada, and Mexico. The full daily rate is 
charged for partial days worked, including travel days, weekends, Holidays, and international and is 
considered the minimum charge. 
b. The Client shall, in addition to the charge specified in Paragraph 1 hereof, pay JM SEC LLC for any overtime 
work authorized by the Client and performed by the Service Engineer as follows: At the overtime rate for 
hours worked in excess of eight (8) hours per day. For services inside the United States, there will be 
overtime charges when a normal eight (8) hour work day falls on a locally recognized national holiday or for 
time spent in traveling from and to the Service Engineer’s home office. For services outside the United 
States, there will be no overtime charge for work performed on locally recognized or United States national 
holidays or for time spent in traveling to and from JM SEC LLC headquarters in the U.S.A., 
c. Hours during which the Service Engineer is ready, willing and able to work up to forty (40) hours per week 
shall be regarded as having actually worked by him even though his services are not in fact utilized. In the 
event a Johnson Matthey employee is required to standby, but not provide service over the weekend, the 
standard daily rate for 8 hours will apply and be charged. 
d. The rates specified in this Paragraph A are JM SEC LLC’s currently standard calendar day and hourly 
overtime rates and are subject to adjustment to reflect any changes in such rates that may become 
effective prior to the date of starting the services.
2) The Client shall reimburse JM SEC LLC for all traveling, living or other expenses incurred by JM SEC LLC or each 
Service Engineer in connection with the services from the time the Service Engineer leaves his headquarters in the 
U.S.A. until his return thereto. Such expenses shall include, but are not necessarily limited to, lodgings, food, laundry, 
gratuities, taxi cabs, and/or other transportation to and from local living quarters and work site. All air travel shall be 
in Coach Class on regularly scheduled air lines. When outside the U.S.A., the Client will also reimburse JM SEC LLC for 
any entry and exit fees and necessary medical expenses for the Service Engineer if incurred. If the services of the 
Service Engineer are required for a period longer than three (3) months, the Client shall also reimburse JM SEC LLC 
for transportation costs and expenses from JM SEC LLC to work site and return for such members of the Service 
Engineer’s immediate family as JM SEC LLC may authorize. By agreement with JM SEC LLC, the Client may discharge 
any of its obligations under this Paragraph B by providing, at its own expense, any service or facility the cost of which 
would otherwise be reimbursed to JM SEC LLC pursuant to the foregoing.
3) All local income or other taxes and fees or other taxes and fees or assessments of any nature which may be levied 
upon the Service Engineer or JM SEC LLC or the Client in connection with the supply and performance of the services 
shall be for the Client’s account.
4) For providing services outside the U.S.A., unless otherwise agreed, the Client shall, before the Service Engineer leaves 
his headquarters, establish an irrevocable letter of credit confirmed by a Philadelphia, PA bank in favor of and in form 
satisfactory to JM SEC LLC in an amount equal to an estimate of the anticipated total charges for services and 
expenses referred to in Paragraphs A and B above. The letter of credit shall provide for payment therefrom to JM SEC 
LLC shall, upon request by JM SEC LLC, extend the validity of and/or increase the amount of the letter of credit as 
may be necessary to effect payments to JM SEC LLC of the actual total of the charges for such services and expenses.
a. The Client shall see that the equivalent to U.S.A. first class living accommodations and food are provided for 
the Service Engineer. The living accommodations shall be such as to provide a reasonable degree of comfort 
and the food shall be of a quantity and quality which will insure the continued health and well-being of the 
Service Engineer.
b. The Client shall provide transportation for the Service Engineer to and from his living quarters and job site.
c. The Client shall provide a language interpreter for the English-speaking Service Engineer as required to 
perform the services.
4 | P a g e
d. The Client shall secure any labor permit or any other authorization which may be required to permit the 
Service Engineer to perform the services and any loss of the Service Engineer’s services pending the 
procurement of any such permit or authorization shall be the Client’s account and shall be paid for by the 
Client in accordance with Paragraph A3 hereof.
e. The Client shall furnish, at its own expense, and assume responsibility for all labor and labor supervision and 
shall make available all necessary installation and hand tools, except such agreement between the parties. 
The Service Engineer may elect to bring certain personal tools which tools are to be and remain his property 
at all times. Such personal tools may, in transit, involve excess baggage charges which, if any, shall be for 
the Client’s account. When required, the Client shall assist the Service Engineer in arranging entry and exit 
permit for such tools. Client shall reimburse JM SEC LLC for any tool lost, stolen, or forbidden to be removed 
from country.
5) Because it is impossible for any Service Engineer to observe the execution of all details of the work done under his 
supervision, JM SEC LLC shall not be responsible for the acts and workmanship of the employees, contractor, subcontractors or agents of the Client. If any portion of the work of supervision by JM SEC LLC proves to be defective 
within three (3) months from the date of completion of supervision, JM SEC LLC, if promptly notified thereof in writing, 
will, at its own expense, and at its option, either make repairs or supply replacement parts directly to or for the 
apparatus and necessary to correct any defect or defects in such apparatus directly resulting from such defective work 
or supervision on the part of JM SEC LLC and will at its own expense, furnish the necessary supervision for such 
correction. JM SEC LLC’s liability in connection with its furnishing a Service Engineer hereunder shall in no event 
exceed the cost of correcting any such defective work or supervision in the manner herein provided and upon the 
expiration of said three (3) months all such liability shall terminate. JM SEC LLC shall not, however, be liable in any 
event for any loss or injury to persons or property (including the apparatus installed) caused in whole or in part by (a) 
the negligence or fault of the Client, its employees, contractors, materialmen, or of their employees, agents or subcontractors, (b) by failure to observe the Service Engineer’s instructions, or (c) by the failure of malfunctioning of any 
tools, equipment, facilities, or devices not furnished by JM SEC LLC. Client agrees to save JM SEC LLC harmless from 
such liability. In no event shall JM SEC LLC be liable for damages to the customer’s plant for loss of product, materials 
or damage to equipment or consequential damages of any kind in execution of this work.
6) JM SEC LLC shall not be liable for loss or damage due to delays in furnishing the services or in the work resulting from 
any cause beyond JM SEC LLC’s reasonable control, including, but not limited to compliance with any governmental 
regulations, order of instructions, acts of God, acts of omissions of the Client, acts of civil or military authority, fires, 
strikes, war, riot, or delays in transportation. In no event shall JM SEC LLC be liable for consequential or special 
damages on account of delay due to any cause.
7) The Client shall advise JM SEC LLC in writing at least thirty (30) days in advance of the date that the Service Engineer 
shall be required to start performance of the services herein.
8) The Client shall secure any labor permit or any other authorization which may be required to permit the Service 
Engineer to perform the services and any loss of the Service Engineer’s services pending the procurement of any such 
permit or authorization shall be the Client’s account and shall be paid for by the Client in accordance with Paragraph 
A3 hereof.
9) The Client shall furnish, at its own expense, and assume responsibility for all labor and labor supervision and shall 
make available all necessary installation and hand tools, except such agreement between the parties. The Service 
Engineer may elect to bring certain personal tools which tools are to be and remain his property at all times. Such 
personal tools may, in transit, involve excess baggage charges which, if any, shall be for the Client’s account. When 
required, the Client shall assist the Service Engineer in arranging entry and exit permit for such tools. Client shall 
reimburse JM SEC LLC for any tool lost, stolen, or forbidden to be removed from country.
10) Because it is impossible for any Service Engineer to observe the execution of all details of the work done under his 
supervision, JM SEC LLC shall not be responsible for the acts and workmanship of the employees, contractor, subcontractors or agents of the Client. If any portion of the work of supervision by JM SEC LLC proves to be defective 
within three (3) months from the date of completion of supervision, JM SEC LLC, if promptly notified thereof in writing, 
will, at its own expense, and at its option, either make repairs or supply replacement parts directly to or for the 
apparatus and necessary to correct any defect or defects in such apparatus directly resulting from such defective work 
or supervision on the part of JM SEC LLC and will at its own expense, furnish the necessary supervision for such 
correction. JM SEC LLC’s liability in connection with its furnishing a Service Engineer hereunder shall in no event 
exceed the cost of correcting any such defective work or supervision in the manner herein provided and upon the 
expiration of said three (3) months all such liability shall terminate. JM SEC LLC shall not, however, be liable in any 
event for any loss or injury to persons or property (including the apparatus installed) caused in whole or in part by (a) 
the negligence or fault of the Client, its employees, contractors, materialmen, or of their employees, agents or subcontractors, (b) by failure to observe the Service Engineer’s instructions, or (c) by the failure of malfunctioning of any 
tools, equipment, facilities, or devices not furnished by JM SEC LLC. Client agrees to save JM SEC LLC harmless from 
such liability. In no event shall JM SEC LLC be liable for damages to the customer’s plant for loss of product, materials 
or damage to equipment or consequential damages of any kind in execution of this work.
11) JM SEC LLC shall not be liable for loss or damage due to delays in furnishing the services or in the work resulting from 
any cause beyond JM SEC LLC’s reasonable control, including, but not limited to compliance with any governmental 
regulations, order of instructions, acts of God, acts of omissions of the Client, acts of civil or military authority, fires, 
strikes, war, riot, or delays in transportation. In no event shall JM SEC LLC be liable for consequential or special 
damages on account of delay due to any cause.
12) The Client shall advise JM SEC LLC in writing at least thirty (30) days in advance of the date that the Service Engineer 
shall be required to start performance of the services herein.