Terms and Conditions of Sale

1. TERMS These Terms and Conditions of Sale (“Terms”) govern all sales of products (“Products”) and related services (“Services”) by Spartech LLC and its subsidiaries (“Seller”) to the customer on the Order (“Buyer”).
2. ORDER AND ACCEPTANCE Buyer’s purchase order or other request for Products or Services (an “Order”) is an offer to buy under these Terms. Buyer’s acceptance of these Terms is confirmed by the earliest of (a) placing an Order, (b) indicating that Seller has the right to supply Products, or (c) accepting delivery. No Order binds Seller unless accepted in a written sales confirmation (“Confirmation”), which controls over any conflicting Order terms.
   Seller’s acceptance is expressly conditioned upon Buyer’s unconditional acceptance of these Terms. Seller rejects all, and fulfillment of an Order is not acceptance of any, additional or different terms in Buyer’s purchase orders, requests for quotation, instructions, contracts, flow-down requirements, terms, invoices, acknowledgments, confirmations, or other documents.
   Upon Seller’s acceptance, (a) any signed written supply, quality, credit, rebate or similar agreement between the parties, (b) these Terms, and (c) the Order (as modified by the Confirmation and these Terms) are the entire agreement with respect to the subject matter hereof and exclusively govern the parties’ rights and obligations. In case of a conflict among any such documents, they shall control in the order listed above. All prior discussions, proposals, and marketing materials are superseded.
3. CHANGES Seller may, in its sole discretion and without liability, (a) reject, suspend, modify, allocate, or cancel any quotation, Order, release, or delivery, in whole or in part, at any time prior to shipment or performance, or (b) discontinue or change any Product, Product design, Specifications (except as agreed in writing), manufacturing location, supplier, raw material, process, inspections, certifications, testing, quality control, or packing and shipping methods without notice. Seller may do so for any business reason, including changes in pricing, raw material availability, production capacity, supply chain disruptions, force majeure, commercial considerations, credit concerns, or Buyer’s failure to accept revised pricing, delivery schedules, terms, or other modifications. No such action shall constitute a breach of contract or waiver of any rights or remedies or give rise to liability for damages, lost profits, cover costs, or other claims.
   Buyer may not cancel any accepted Order without Seller’s prior written consent. If Seller permits cancellation, Buyer shall pay Seller’s related costs plus a reasonable margin, including costs of raw materials, work-in-process, finished goods, and unrecouped capital expenditures.
4. PRICING Buyer shall pay the prices stated in Seller’s applicable quotation, acknowledgment, Confirmation, invoice, or other written communication, as amended by Seller. Seller may modify quotations or prices at any time upon written notice. Revised pricing applies to all Products and Services not shipped or performed as of the effective date, including existing purchase orders, blanket orders, releases, and scheduled deliveries, regardless of when placed or confirmed. Shipment or performance after the effective date of revised pricing is Buyer’s acceptance of revised pricing unless Seller agrees otherwise in writing. Prices exclude, and Buyer shall pay, all sales, use, excise, value-added, and other taxes, duties, and charges arising from the sale and reimburse Seller for such amounts.
5. DELIVERY Unless otherwise stated in the Confirmation, delivery is FCA Seller’s designated facility, Incoterms® 2020 (the “Delivery Point”). Risk of loss and title pass to Buyer upon delivery to the carrier. Seller may make partial shipments and invoice each separately. Delivery dates are estimates unless Seller expressly agrees otherwise in writing. Seller may extend delivery dates, allocate available supply, suspend performance, or cancel affected Orders without liability. Buyer shall take delivery within 5 days of Seller’s notice that Products are available and is responsible for all storage, handling, and insurance costs for untimely pickup.
6. SPECIFICATIONS Seller will manufacture Products in accordance with Seller’s published specifications or other specifications agreed in writing (“Specifications”). If Products are manufactured to Buyer-provided Specifications (agreed by Seller), Buyer may modify them upon reasonable notice. If modifications cause delay, additional expense, unrecouped capital expenditures, unusable materials, or obsolescence, Seller will make an equitable adjustment to prices and/or delivery schedule in Seller’s sole discretion.
7. INSPECTION Buyer shall inspect Products and Services promptly upon delivery and, in all events, within 30 days after delivery, for any apparent defect, damage, shortage, or nonconformity reasonably discoverable upon inspection. Buyer shall provide written notice of any claim within that 30-day period, describing the alleged nonconformity and identifying the Order, invoice, shipment, and, if available, lot or batch number. Claims for latent defects are subject to Sections 10 and 11.
8. RETURNS No Products may be returned without Seller’s prior written return material authorization (“RMA”). Issuance of an RMA does not constitute admission that Products are defective or any claim is covered. No returns are accepted more than 60 days after delivery. Products that have been cut, formed, fabricated, processed, incorporated into another product, damaged, improperly stored, or altered after delivery are not returnable unless Seller determines the condition existed when risk transferred to Buyer. Returns of conforming Products are permitted only in Seller’s discretion and are subject to: (a) a minimum 25% restocking charge, (b) Buyer’s payment of return freight and insurance, (c) inspection, testing, repackaging, and handling costs, and (d) any reduction in value or cost incurred by Seller. Custom, made-to-order, converted, cut-to-size, specially colored, specially formulated, customer-specific, obsolete, or non-standard Products are non-returnable.
9. PAYMENT AND CREDIT Buyer will pay in full no later than 30 days from invoice date. Payments will be made as identified in the invoice. Extended payment terms require Seller’s credit manager approval and are subject to additional charges. Orders are subject to credit approval and periodic review; terms may be modified upon notice for cause. Late payments incur service charges at the lesser of 1.5% per month or the highest rate permitted by law. Seller may limit or cancel credit, suspend deliveries, or terminate the Order if Buyer fails to pay when due. No rebates or discounts apply if Buyer’s account is more than 30 days past due. Buyer will pay all attorneys’ fees, collection costs, and expenses for collection of past due invoices. Buyer shall not withhold or set off amounts due to Seller by reason of any claim or dispute. Seller may set off amounts owed to Buyer against amounts owed by Buyer.
10. WARRANTY Unless otherwise stated in Seller’s quotation or a signed writing, Seller warrants that, for 90 days after delivery of the Products to the Delivery Point, the Products manufactured by Seller will (a) be free from material defects in material and workmanship and (b) materially conform to the Specifications. This warranty applies only to latent defects not reasonably discoverable during the Section 7 inspection. Services will be performed in a workmanlike manner consistent with Seller’s standard practices. These warranties extend only to Buyer, are non-transferable, and are effective only if paid in full.
    These warranties do not apply to: (a) Products or materials manufactured by a third party or provided by Buyer; (b) damage caused by normal wear and tear, abuse, misuse, accident, neglect, improper testing, installation, storage or handling, abnormal stress or environmental conditions, or use contrary to Seller’s instructions; (c) defects resulting from Buyer’s or any third party’s fabrication, machining, thermoforming, laminating, printing, painting, bonding, coating, assembly, installation, or other processing, except to the extent directly caused by a defect for which Seller is responsible; (d) continued use after Buyer discovers or should have discovered the alleged defect; or (e) alteration or repair without Seller’s prior written consent. Products are not warranted to be free from normal manufacturing variations or characteristics inherent in the manufacturing process, including variations within applicable tolerances.
    SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXPERIMENTAL, DEVELOPMENTAL, OR SPECIAL APPLICATION PRODUCTS, OR PRODUCTS REQUIRING DESTRUCTIVE TESTING ARE SOLD WITHOUT WARRANTY EXCEPT THAT SUCH PRODUCTS SHALL MATERIALLY CONFORM TO THE SPECIFICATIONS AT THE TIME OF SHIPMENT. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON OR ENTITY ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 10.
    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DISCLAIMS ANY WARRANTY REGARDING (A) ANY RESULTS BUYER MIGHT OBTAIN IN USING THE PRODUCTS, (B) ANY COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS OF ANY JURISDICTION, REGULATORY BODY OR CERTIFYING OR SELF-REGULATORY ORGANIZATION, (C) ANY QUALIFICATION OF ANY PRODUCTS OR MANUFACTURING LINE, OR (D) ANY SAFETY, SHELF LIFE, USEFUL LIFE OR COLOR FASTNESS OF THE PRODUCTS.
    Buyer is solely responsible for selecting, testing, qualifying, and validating Products. Any description, sample, or model is for identification purposes only and is not a warranty of conformance.
11. EXCLUSIVE REMEDIES Buyer must provide written notice of (a) any apparent nonconformity within 30 days of delivery or (b) any warranty claim within 30 days after Buyer discovers or should have discovered the defect, but before expiration of the warranty period. Buyer shall preserve affected Products, together with related packaging and identifying information, in the condition existing when the defect was discovered, discontinue further use or processing to the extent commercially reasonable, and provide Seller reasonable opportunity to inspect before any repair, alteration, disposition, or return. If Seller determines the claim is valid, Seller’s sole obligation and Buyer’s exclusive remedy is, at Seller’s option, to repair or replace the affected Products, reperform the affected Services, or refund or credit the purchase price.
    To the fullest extent permitted by law, any action or claim by Buyer arising out of the Products, Services, these Terms, or any Order must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.
    SUBJECT TO SECTION 12, THIS SECTION 11 STATES BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY DEFECT, NONCONFORMITY, WARRANTY CLAIM, OR OTHER CLAIM ARISING OUT OF THE PRODUCTS, SERVICES, THESE TERMS, OR ANY ORDER.
12. LIMITATION OF LIABILITY IN NO EVENT IS SELLER LIABLE TO BUYER OR ANY THIRD PARTY FOR LOSS OF USE, REVENUE, PROFIT, OR DATA, OR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES ARISING OUT OF PRODUCTS, SERVICES, THESE TERMS, OR ANY ORDER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SELLER WAS ADVISED OF THEIR POSSIBILITY, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO SERVE ITS ESSENTIAL PURPOSE.
    IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF PRODUCTS, SERVICES, THESE TERMS, OR ANY ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID TO SELLER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.
    BUYER ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED FROM USE OF THE PRODUCTS, INCLUDING OPERATING COSTS, EFFECTIVENESS, SUCCESS, OR FAILURE, REGARDLESS OF ANY STATEMENTS BY SELLER, INCLUDING TECHNICAL ADVICE.
13. EXPORT COMPLIANCE Buyer shall comply with all applicable laws governing its purchase, possession, transportation, export, import, processing, marketing, distribution, sale, and use of Products. Products may be subject to U.S. export-control and sanctions laws. Buyer shall not export, re-export, transfer, sell, or provide any Products to a prohibited country, person, or entity, or for any prohibited end use, except as authorized by law. Buyer shall obtain all required licenses and approvals and require the same of third parties receiving Products.
14. CONFIDENTIALITY Buyer will protect Seller’s non-public pricing, specifications, drawings, samples, manufacturing information, technical information, and other confidential or proprietary information from unauthorized use or disclosure. Buyer may use such information solely for evaluating, purchasing, and using Products. Seller retains all rights in its products, formulations, processes, manufacturing methods, know-how, drawings, specifications, trademarks, and other intellectual property. No sale transfers any ownership or license in Seller’s intellectual property except the limited right to use Products for their intended purpose. Seller is entitled to injunctive relief for any violation.
15. INDEMNIFICATION Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, and their respective officers, directors, managers, employees, agents, successors, and assigns, from all claims, proceedings, losses, damages, liabilities, costs, and expenses (including litigation costs and attorneys’ fees) arising out of direct and third party claims relating to: (a) Buyer’s breach of these Terms or any Order; (b) Products manufactured to Buyer’s Specifications, or Buyer’s use, combination, incorporation, or sale of Products, infringing any third-party intellectual property right; and/or (c) Buyer’s selection, marketing, sale, distribution, processing, alteration, or use of Products, or failure to provide warnings or instructions. All of Seller’s rights and remedies are cumulative and in addition to any other rights available at law or in equity.
16. FORCE MAJEURE Seller will not be liable for any failure or delay in its performance (including delivery) resulting from causes beyond its control.
17. WAIVER No waiver is effective unless in writing signed by Seller. No failure or delay in exercising any right operates as a waiver. No single or partial exercise of any right precludes further exercise of that or any other right.
18. INDEPENDENT CONTRACTORS The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship.
19. SURVIVAL Provisions concerning payment, warranty limitations, disclaimers, remedy limitations, indemnification, limitation of liability, confidentiality, intellectual property, governing law, and provisions that by their nature should survive will remain effective after completion, cancellation, or termination of the Order.
20. GOVERNING LAW Missouri law governs these Terms and any Order without regard to conflicts of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction of state and federal courts in or serving St. Louis County, Missouri and waives any objection to venue or inconvenient forum.
21. ASSIGNMENT Buyer may not assign these Terms or any Order without Seller’s prior written consent. Any assignment without consent is void. Seller may assign these Terms and Orders, without Buyer’s consent, to (a) an affiliate or (b) any successor or purchaser in connection with a merger, consolidation, reorganization, change of control, or sale, provided the assignee assumes Seller’s obligations and is able to perform. These Terms benefit solely the parties and indemnitees (as third party beneficiaries). Nothing herein confers on any other person any right, benefit, or remedy.
22. NOTICES All notices and other communications shall be in writing and addressed to the parties at addresses in the Order or other address designated by written notice. Notices must be delivered by overnight courier or certified mail, return receipt requested, and are received on delivery.
23. SEVERABILITY If any provision of these Terms is invalid, illegal, or unenforceable, such invalidity shall not affect any other provision or invalidate such provision in any other jurisdiction.
24. MODIFICATION Seller may revise these Terms in its discretion. Changes are effective when posted on Seller’s website and apply to all Orders placed thereafter. Buyer is responsible for reviewing the latest version before ordering.

Last modified on September 28, 2026.