These Terms and Conditions (“Terms”) govern all transactions, including sales and purchases, between BM Chemical Industries, a Texas-based supplier of chemical solutions, and its customers or suppliers (“Counterparty”). By engaging in any transaction with BM Chemical Industries, the Counterparty agrees to be bound by these Terms, which constitute the entire agreement between the parties, superseding any prior or conflicting terms, including those in purchase orders, invoices, or other documents provided by the Counterparty.
These Terms apply to all sales of chemical products, including EDTA chelates, humic acids, PGRs, and water-soluble fertilizers, by BM Chemical Industries to customers, and all purchases of goods by BM Chemical Industries from suppliers. They replace any other agreements, representations, or conditions, whether written or oral, unless explicitly agreed in writing by BM Chemical Industries. Any additional or conflicting terms proposed by the Counterparty are expressly rejected unless accepted in writing by BM Chemical Industries.
The price for goods is as specified in BM Chemical Industries’ written quotation or purchase order. Customers are responsible for all applicable taxes, fees, or charges related to the production, sale, use, or transportation of goods, unless otherwise agreed in writing. For purchases, payment terms are as stated in the purchase order, typically net 60 days from invoice receipt, unless otherwise agreed. BM Chemical Industries may suspend payment if an invoice is disputed until resolved. Invoices must include the purchase order number and be sent to BM Chemical Industries’ address at 3980 N Collins Street, Arlington, TX 76005. Payment does not imply acceptance of goods.
For sales, unless otherwise specified, title and risk of loss transfer to the customer upon delivery to the customer’s designated location or when goods are loaded onto the delivery vehicle for FOB Shipping Point terms. For purchases, title and risk of loss remain with the supplier until BM Chemical Industries accepts the goods at the designated delivery point. Suppliers bear all risks for damage to goods or property during transit or due to improper handling.
Goods must be delivered as specified in the purchase order or sales agreement, with time being of the essence. For purchases, suppliers must use BM Chemical Industries’ Bill of Lading and provide all required documentation, including Certificates of Analysis (COA), Safety Data Sheets (SDS), and proof of delivery (POD) within three days of delivery. Goods must be packaged in safe, non-returnable containers, clearly labeled with BM Chemical Industries’ purchase order number. For international shipments, suppliers must provide accurate country-of-origin information and comply with U.S. customs and export regulations. BM Chemical Industries is not liable for excess goods, which remain at the supplier’s risk and expense.
For sales, BM Chemical Industries warrants that goods conform to the provided COA at the time of delivery, subject to any COA qualifications. BM CHEMICAL INDUSTRIES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Customers assume all risks related to the handling, use, storage, or disposal of goods. For purchases, suppliers warrant that goods are new, free of defects, conform to specifications, and have at least 80% of their shelf life remaining upon delivery. Suppliers also warrant compliance with all applicable laws and that goods are free of liens and intellectual property infringements. Warranties extend to BM Chemical Industries’ customers and subsequent users.
BM Chemical Industries’ liability for any claims, whether from customers or suppliers, is limited to the purchase price of the goods involved. BM Chemical Industries is not liable for special, indirect, punitive, or consequential damages, including lost profits, under any legal theory. Customers agree to indemnify BM Chemical Industries against claims arising from the use, misuse, or disposal of goods. Suppliers shall indemnify BM Chemical Industries against claims related to defective goods, intellectual property violations, or non-compliance with laws, including all associated costs and damages.
For purchases, suppliers must conduct pre-shipment inspections and provide photographic or video evidence of goods’ condition. BM Chemical Industries may inspect goods during production or after delivery but is not obligated to do so. Inspection or payment does not constitute acceptance. BM Chemical Industries may reject non-conforming goods, with suppliers bearing all costs for return, replacement, or storage. Customers must report any issues with goods (e.g., quantity, quality, or defects) in writing within 45 days of delivery, or such claims are waived.
All sales are final unless BM Chemical Industries agrees in writing to accept returns, subject to a minimum 25% restocking fee. Special-order goods are non-returnable. BM Chemical Industries may cancel orders if the Counterparty breaches material obligations or if payment concerns arise. Counterparties may not cancel orders without BM Chemical Industries’ written consent.
Counterparties are responsible for ensuring goods are handled, stored, and used in compliance with all applicable U.S. and international laws, including environmental, health, and safety regulations (e.g., TSCA, EPA). Suppliers must notify BM Chemical Industries of any safety issues or defects immediately and cooperate in recalls or remedial actions at their expense. Customers must forward all BM Chemical Industries’ labeling and SDS to relevant parties and ensure safe handling practices.
BM Chemical Industries is not liable for delays or non-performance due to events beyond its control, including acts of God, war, labor disputes, or transportation failures. BM Chemical Industries may cancel or suspend affected orders without liability, but other Terms remain in effect.
Counterparties agree to keep all proprietary information provided by BM Chemical Industries, including pricing, technical data, and specifications, strictly confidential. Such information may not be disclosed or used except in connection with the transaction, without BM Chemical Industries’ prior written consent. This does not apply to publicly available information.
These Terms are governed by the laws of Texas, with jurisdiction and venue in Tarrant County, Texas, at BM Chemical Industries’ discretion. The prevailing party in any dispute is entitled to recover attorneys’ fees and costs. Counterparties waive the right to a jury trial for claims related to these Terms or goods. The invalidity of any provision does not affect the remaining Terms.
Suppliers must maintain liability insurance with minimum coverage of $2,000,000 per occurrence, naming BM Chemical Industries as an additional insured. Proof of insurance must be provided upon request.
Counterparties may not assign or transfer their rights under these Terms without BM Chemical Industries’ written consent. BM Chemical Industries may amend these Terms in writing, and failure to enforce any provision does not waive future enforcement. All transactions are commercial, non-consumer sales for lawful purposes. Notices must be in writing and delivered to BM Chemical Industries at 3980 N Collins Street, Arlington, TX 76005, via confirmed methods.
For questions about these Terms, contact BM Chemical Industries at sales@bmchemicals.com or visit our contact page.