Logo for: LBB Specialties

LBB Specialties LLC Terms and Conditions of Sale

Revision March 2026

1. General

These general terms and conditions of sale (“General Conditions”) are applicable to every offer, quote, purchase order, order confirmation, invoice, or agreement between LBB Specialties LLC and its affiliates (“LBBS”) and the purchaser (“Purchaser”) of products hereunder (“Product”), unless otherwise agreed in writing between the Parties. In the event of any conflict between these General Conditions and any more specific conditions agreed in a separate writing between the parties (“Specific Conditions”), the provisions of the latter shall prevail.  The General Conditions and any Specific Conditions shall hereinafter jointly be referred to as the “Agreement”. By the receipt of any Products from LBBS, Purchaser renounces in full the application of its own general terms and conditions (of purchase), which are rejected by LBBS and Purchaser hereby rejects any additional or different terms or conditions proposed by Purchaser, whether or not contained in any of the Purchaser’s business forms, and such additional or different terms will be of no effect.  LBBS and Purchasers are herein referred to jointly as “Parties” or individually “Party”. 

2. Delivery

2.1 Delivery takes place once the Product is made available for loading to the carrier provided by Purchaser at the LBBS shipping location. (“Delivery”). Purchaser agrees to inspect all Product as it is unloaded, and if transit damage has occurred, Purchaser will substantiate the claim with the carrier on the Bill of Lading and/or freight receipt. Unless so noted, any Product made available at the point of Delivery will be considered as delivered in good condition and consistent with the quantities on all associated paperwork. All shipments are F.O.B (INCOTERMS® 2020), the LBBS shipping point, unless otherwise expressly agreed in Specific Conditions. Purchaser assumes all risks and liability for loss or damage resulting from the loading, shipment, handling, use or application of the Product and their containers.

2.2 Times of Delivery are only estimates and not guaranteed. LBBS will use commercially reasonable efforts to fulfil each order on the confirmed Delivery date and to avoid or limit delays.

2.3 The Purchaser is obliged to take possession of the ordered Products on the confirmed Delivery dates. Should the Purchaser for any reason, except for delivery of defective products, not take possession of the Products at the time of Delivery: (i) the Products shall be deemed to have been Delivered; (ii) the risk of loss of the Products shall pass to the Purchaser; and (iii) LBBS is entitled to store the Products at the sole expense and risk of the Purchaser. Such protective measure does not suspend the payment obligation of the Purchaser.

3. Title and Risk of Loss

3.1 Title and risk of loss for all Products sold by LBBS will pass to Purchaser upon Delivery,

3.2 LBBS shall not be liable for any discharge, spill or other incident, including but not limited to expenses for any clean- up cost and environmental loss involving any Product following Delivery.

3.3 LBBS assumes no obligation or liability for any technical or other advice given about the Product or the results to be obtained from them, whether alone or in combination with other materials. Purchaser is not entitled to rely on LBBS and must independently make its own evaluation of any advice given and the suitability, use, qualities, and proper application of the Product ordered. Purchaser agrees to familiarize itself with and keep informed of any hazards to persons and/or property involved in handling and use of and applications for the Products, their proper labelling, storage and packaging and the containers in which the Products are shipped. Purchaser shall advise and warn its employees, customers, independent contractors and others who handle and use or can be expected to handle and use the Products of their hazards and proper use and storage.

4. Trademarks, Product Labels

The Purchaser must not use any trademark, logo or other product label of LBBS or any third party on repacked or processed material, nor on its websites and social media or in any other manner, unless agreed upon explicitly by LBBS and any other relevant party. Purchaser assumes all risk of patent infringement by reason of any use made of the Product in combination with other material or in the operation of any process, and will indemnify, defend and hold LBBS harmless against any allegation of such infringement.

5. Price and Payment Terms

5.1 Prices are as quoted in latest documentation given by LBBS to Purchaser prior to shipment, as long as no stated dates have expired, or as stated on LBBS invoice to Purchaser if no current documentation exists. Prices remain subject to change prior to shipment. All prices are FOB shipping point unless otherwise indicated.

5.2 Unless otherwise agreed in the Specific Conditions, or pursuant to paragraph 5.6 below, LBBS’ invoices are payable within 30 calendar days from the date of shipment, including any costs, taxes, duties or other levies, subject to any new or increase in any duties, tariffs, taxes and/or any other government charges following the Product’s delivery being borne by Purchaser. Any objection to an invoice must be communicated by the Purchaser via registered mail within 7 calendar days following receipt of the invoice. Upon expiration of such term, the relevant invoice shall be considered accepted by the Purchaser, and no further objection shall be accepted by LBBS.

5.3 In case of non-payment of an invoice on the due date, customer will be subject to a late payment fee computed daily at a rate equal to one and one-half percent (1.5%) per month. All legal costs incurred by LBBS in the process of collecting any past-due amounts are payable by the Purchaser.

5.4 To secure payment of the purchase price as shown on invoices, LBBS will retain a security interest in Products delivered to Purchaser and in any proceeds of said Products until the obligation is fully paid.

5.5 In case of (partial) non-payment of an invoice on the due date, LBBS further reserves the right to suspend the execution of all pending purchase orders.

5.6 Payment by credit card for invoiced amounts are accepted when Purchaser has previously supplied LBBS with a complete credit card payment application and authorized payment in full. A convenience fee may be added to all credit card transactions to cover the transaction costs.

6. Disclaimer of Warranties and Limitation of Remedies

6.1 Unless otherwise noted in the Specific Conditions, LBBS is NOT the manufacturer of the Products listed on a purchase order. The Products furnished hereunder by LBBS shall carry whatever warranty the manufacturer has conveyed to LBBS, and which can be passed on to Purchaser and no other. In limited circumstances where LBBS may manufacture Products sold hereunder, LBBS represents that the Products shall meet the written specifications at the time of Delivery. Any and all claims by Purchaser that the Product does not meet the warranty above will be deemed waived unless made in writing to LBBS within 10 days of when Purchaser learns or reasonably should have learned about the claim and in any event not later than 30 days after loading of the Product at the shipping point. All such claims must be accompanied by Product samples sufficient for testing. LBBS MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND TO THE GREATEST EXTENT ALLOWED BY LAW ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED, NOR ARE ANY WARRANTIES OF NONINFRINGMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS MADE BY LBBS. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE.

6.2 Purchaser agrees that its exclusive remedy for breach of any part of this Agreement shall be limited to refund of the purchase price of the Products actually purchased and delivered or replacement of such Products as LBBS determines in its sole discretion. PURCHASER’S EXCLUSIVE REMEDY FOR ANY OTHER CLAIM SHALL BE A CLAIM FOR THE DAMAGES DIRECTLY AND PROXIMATELY CAUSED BY LBBS’ BREACH OF THIS AGREEMENT. IN NO EVENT SHALL LBBS BE LIABLE FOR ANY INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE OR ANY SIMILAR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF HOW CAUSED OR REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY OR RECOVERY ASSERTED.

6.3 Purchaser expressly understands and agrees that any technical advice furnished by LBBS with reference to the use of its Products is given gratis and LBBS assumes no obligation or liability for the advice given or results obtained. All such advice is accepted at Purchaser’s risk and LBBS shall not be liable to distributor, distributor’s employees or anyone in connection with the accuracy, adequacy or furnishing of such information.

6.4 Any action for LBBS’ breach of this Agreement (including breach of warranties) or any claim under an indemnity obligation of LBBS under paragraph 7 must be commenced by Purchaser within six months after the cause of action or claim accrues, and no such action may be maintained which is not commenced within such period. IN NO EVENT SHALL LBBS’S LIABILITY ARISING FROM THIS AGREEMENT EXCEED THE PURCHASE PRICE OF PRODUCTS IN RELATION TO WHICH THE LIABILITY ARISES.

7. Indemnity

Except where LBBS is proven to be negligent in a final non appealable judgment by a court, Purchaser hereby assumes and agrees to defend, indemnify and hold LBBS harmless from any and all liability, claims, and causes of action arising from claims by Purchaser and any third parties, including without limitation Purchaser’s employees, customers and governmental entities, for damages and costs (including reasonable attorneys’ fees) resulting from or in connection with the Products delivered hereunder whether or not they are used in combination with other substances or are used in any manufacturing, blending or other processes. Purchaser further agrees to indemnify and hold LBBS harmless from and against all damages, causes of action, claims, liabilities, penalties, personal injuries (including death), environmental damages and tangible property damage caused by Purchaser’s or its Representatives’ negligence, strict liability, breach of warranty, breach of this Agreement, fault, omissions and willful or wanton conduct arising, without limitation, from the loading, handling, transportation, blending, modification, processing, storage and use of the Products provided hereunder. 

8. Compliance with Laws and Regulations and Anti-Bribery and Export Control

The Parties agree to comply with all applicable international, federal, state, local or other laws, statutes, ordinances, and regulations as they affect their respective obligations hereunder. When conducting business with LBBS, the Purchaser shall, and shall cause its directors, officers, employees, agents and representatives (the “Representatives”) to comply with all applicable anti-bribery legislation and any local or international export control regulations and that Purchaser shall not undertake any action that would cause LBBS to violate such legislation or regulations. In particular, the Purchaser and its Representatives shall refrain from (i) making any payments or give other inducements which are considered as a bribe or facilitation payment and (ii) infringing any diplomatic, economic or military sanction or restrictive measure imposed on certain countries, individuals or entities by any governmental department or agency of the United States of America. If Purchaser should learn of, or have reason to know of, any violations of such legislation or regulations in connection with the performance of this Agreement, Purchaser shall immediately notify LBBS in writing.

9. Force Majeure

LBBS shall be legally released of, and not obliged to comply with, any obligation vis-à-vis the Purchaser in case of an event of force majeure including but not limited to: war, explosion, fire or flood, protests, riot, civil commotion, acts of terrorism, governmental actions, lock-outs, traffic circulation problems, strikes or other industrial action, import or export restraints, supply chain disruption, embargo, pandemics, epidemics, equipment damages, material shortage, failure of LBBS’ supplier to deliver the Products in time and any event which prevents the normal supply of its Products, as well as similar circumstances that affect LBBS’ subcontractors or suppliers. During such event of force majeure, the obligations on the part of LBBS are suspended for a period equal to the period during which the event of force majeure exists and LBBS shall not be obligated to obtain Products from other sources than its usual sources.

10. Termination

LBBS has the right to rescind the Agreement or as the case may be, to terminate the Agreement with the Purchaser at any time, with immediate effect, without prior notice and without compensation: (i) in case the Products are seized by a third party; (ii) in case of breach by the Purchaser of one or more of the obligations arising from this Agreement in case the breach has not been remedied within 7 calendar days following a written notice by LBBS; (iii) in case of a breach by the Purchaser or its Representative(s) of any of the obligations set out in paragraph 8, (iv) if the Purchaser enters into any composition or similar general arrangement (formal or informal) with its creditors or is or threatens to be unable to pay its debts, is subject to a procedure of judicial reorganization or bankruptcy, has a receiver or administrator appointed in respect of its undertaking, assets or income or any part thereof, has passed a resolution for its liquidation, or a request is filed or an order is made by any court for its liquidation or for its administration; (v) if the Purchaser ceases to trade; or

(vi) if it is commercially impractical for LBBS to have (timely) access to raw materials or the Products for resale to the Purchaser. In case of termination, LBBS likewise reserves the right to claim compensation for all costs, interests and damages incurred by LBBS. The rights and obligations under Paragraphs 6 through 13 will survive the cancellation, termination or expiration of this Agreement.

11. Confidentiality

The Purchaser acknowledges that in the course of the performance of its Agreement, it may have access to confidential or proprietary information of LBBS, including product pricing. Such “Confidential Information” will: (i) remain the sole and exclusive property of LBBS and will not be used by the Purchaser for any purpose other than the discharge of the Purchaser’s obligations hereunder and (ii) for the duration of this Agreement and for three years following the termination, such Confidential Information is not to be disclosed to any other person or entity, unless Purchaser obtains express written permission from LBBS to do so or unless required by law.

12. Miscellaneous

12.1 The Agreement constitutes the entire agreement between the Parties. The Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of LBBS which is not set out in the Agreement.

12.2 In the event that any one or more of the provisions of the Agreement, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed in the manner which reflects as closely as possible the provision which has become ineffective.

12.3 Failure or delay by LBBS in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.

12.4 Any waiver by LBBS of any breach of, or any default under, any provision of the Agreement by the Purchaser will not be deemed to be a waiver of any subsequent breach or default.

12.5 The Purchaser may not assign any of its rights or obligations without the prior written consent of LBBS. LBBS may assign any of its obligations under this Agreement to any of its affiliates, successor or a purchaser of all or substantially all of the assets to which a LBBS’s performance under this Agreement relates, without Purchaser’s consent.

12.6 Nothing herein shall at any time be construed to create the relationship of an employer and employee, partnership, principal and agent, or joint venture between the Parties. A Party shall have no right or authority and shall not attempt to enter into any contract, commitment, or agreement, or incur any debt or liability of any nature, in the name of or on behalf of the other Party.

12.7 This Agreement is for the sole benefit of the Parties and their successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the Parties and such successors and permitted assigns, any legal or equitable rights hereunder.

13. Applicable Law and Jurisdiction

13.1 All Agreements, as well as all other agreements that result therefrom, are exclusively governed by the laws of the state and/or province identified in the address for the LBBS entity on the invoice to Purchaser, without regard to choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 All disputes arising out of or in connection with the Agreement, as well as all other agreements that result there from, shall be exclusively submitted to the courts of the state identified in the address for the LBBS entity identified on the invoice to Purchaser.

14. Return Policy

14.1 Unless noted in the No Returns Policy below in paragraph 14.2, returns may only be accepted on Product within 30 days of delivery and must be accompanied by a Return Material Authorization (RMA) issued by LBBS in its sole discretion. Purchaser must contact LBBS Customer Experience Department to obtain an RMA. Returns may only be accepted on unopened Products in the original packaging, undamaged, and with original labels and markings, and are subject to a 20% restocking fee (minimum of $500). Purchaser is responsible for all return shipping charges. Refund will be processed once Product is returned and after thorough examination of the Products as they relate to the return policy. In the event of a quality concern that relates to Product performance and specifications, please contact your local LBBS Account Manager.

14.2 No Returns. Items that are ineligible for return under any circumstances include the following: 

  • Opened or partially consumed Products. 
  • Items which are no longer saleable. 
  • Product that is no longer in original packaging or do not have original labels and markings. 
  • Product that is leaking or in compromised/damaged packaging. 
  • Items that are exclusive to Purchaser. 
  • Items that Seller did not sell to Purchaser. 
  • Product that has less than 90 days of shelf life. 
  • Product that was improperly transported or stored.