https://www.avient.com/sites/default/files/2023-08/Avient General Purchase Conditions.pdf
Avient has the right to set off
amounts it owes to Supplier or any of its
Affiliates, against amounts which Supplier or any
of its Affiliates owes to Avient.
3.3 To the extent Services are supplied at a
reimbursable basis, Supplier shall keep records
of all costs, expenditures and hours worked and
shall provide Avient access thereto.
3.4 Supplier shall send its invoices to Avient
(i) within five (5) working days after the date
Supplier is entitled to payment under the
Purchase Order and (ii) in any event no later than
three (3) months after the end of the
project/and or delivery of the Goods and/or
performance of the Services.
Indemnification and Liability
13.1 Supplier will indemnify, defend, and
hold harmless Avient, its officers, directors,
employees, agents, successors, assigns,
customers and other vendors, and their
respective present and future directors, officers,
employees and agents from and against all
liabilities, damages, claims, losses, costs, fees,
expenses, penalties and injuries of any kind or
nature (including court costs and reasonable
attorneys’ and experts’ fees), arising out of or
resulting in any way from: 1) Any breach by
Supplier or a Supplier contractor/agent of any
representation, warranty or obligation under the
Agreement; 2) Any product liability and/or
Avient Terms and Conditions of Purchase for Goods and/or Services
product safety issue(s) related to the Goods; 3)
Personal injury or death related to the Goods
and/or Services hereunder; 3) Any loss or
damage to property attributable to the Goods or
Services; 4) Any negligent act, omission or willful
misconduct of Supplier or a or Supplier
contractor/agent; and 5) The failure of Supplier’s
Goods or Services to comply with all
international, state, federal and local laws, rules
and regulations.
Generally, the law of the
State of Ohio, U.S.A., shall control the
interpretation and enforcement of this
Agreement, excepting the provisions of Ohio law
respecting conflict of law, and provided that for
matters relating specifically to or arising out of a
specific delivery of Goods or performance of
Services hereunder:
20.4.1 For Goods or Services
delivered/performed in North America
(including Mexico) the law of the state of
Avient Terms and Conditions of Purchase for Goods and/or Services
Ohio, U.S.A., shall control the
interpretation and enforcement of this
Agreement, excepting the provisions of
Ohio law respecting conflict of law.
20.4.2 For Goods or Services
delivered/performed in Europe
(including Russia and the former Soviet
client states (but not the Czech
Republic)) and Africa, Swiss Law of
Contracts shall control the
interpretation and enforcement of this
Agreement, excepting provisions of
Swiss law respecting conflict of law.
20.4.3 For Goods or Services
delivered/performed in the Czech
Republic, Czech Republic law shall
control the interpretation and
enforcement of this Agreement,
excepting provisions of Czech Republic
law respecting conflict of law.
20.4.4 For Goods or Services
delivered/performed from a China
entity Supplier to a Avient-China entity,
China law shall control the
interpretation and enforcement of this
Agreement, excepting the provisions of
China law respecting conflict of law.
20.4.5 For Goods or Services
delivered/performed in the balance of
Asia, Singapore Law shall control the
interpretation and enforcement of this
Agreement, excepting the provisions of
Singapore law respecting conflict of law.
20.4.6 For Goods or Services
delivered/performed in Central and
South America the internal law of Brazil
shall control the interpretation and
enforcement of this Agreement,
excepting the provisions of Brazil law
respecting conflict of law.
20.5 Any dispute or controversy arising out of
or in connection with this Agreement
relating specifically to or arising out of a
specific Delivery of Goods or performance of
a Service hereunder shall, if not settled
amicably by the parties, be submitted for
resolution as follows:
20.5.1 For Goods or Services
delivered/performed in North America
and Mexico, the Ohio State and United
States federal courts sitting in Summit
County, Ohio, and each Party consents
to exclusive jurisdiction in such courts
and waives all objections to forum
regardless of basis.
20.5.2 For Goods or Services
delivered/performed in Europe
(including Russia and the former Soviet
client states) and Africa} binding
arbitration before the World Intellectual
Property Organization sitting in Geneva,
Switzerland (unless local law mandates a
different forum).
20.5.3 For Goods or Services
delivered/performed in China by a
Chinese supplier to a Chinese Avient
entity the courts of China sitting in
Shanghai.
20.5.4 For Goods or Services
delivered/performed in the remainder
of Asia the courts of Singapore.
20.5.5 For Goods or Services
delivered/performed in Central and
South America binding arbitration
before The Arbitration and Mediation
Avient Terms and Conditions of Purchase for Goods and/or Services
Center of the Brazil-Canada Chamber of
Commerce sitting in Sao Paulo.
20.6 Expiry, termination or cancellation of
the Agreement shall not affect any right or
obligation, which expressly or by its nature
survives such expiry, termination or cancellation,
including but not limited to representations,
warranties, confidentiality obligations,
intellectual property rights and accrued rights.