Calgon Agreement

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Terms and Conditions for the Sale of Carbon and Media 
 
1) DEFINITIONS: 
 
(a) 
Seller: 
Calgon Carbon Corporation or its applicable subsidiary or affiliate 
 
(b) 
Buyer: 
The buyer named in the Documentation 
 
(c) 
Documentation: 
The proposal, confirmation, acknowledgement or other contract, as applicable, for the sale of the Products to which these Terms 
and Conditions are attached 
 
(d) 
Goods: 
Any carbon cloth, carbon, resin, diatomaceous earth, and/or perlites sold pursuant to the terms of the Documentation 
 
(e) 
Products: 
The Goods and services, collectively, described in the Documentation 
 
(f) 
Agreement:  
The Documentation, these Terms and Conditions and any attachments referenced in the Documentation 
 
2) GENERAL: Seller hereby offers for sale to Buyer the Products on the 
express condition that Buyer agrees to accept and be bound by the terms and 
conditions set forth herein. To the extent of a conflict between these Terms and 
Conditions and the express terms set forth in the Documentation, the terms set 
forth in the Documentation shall control. Any provisions contained in any 
document issued by Buyer are expressly rejected and if the terms and conditions 
set forth herein differ from the terms in any document issued by Buyer, this 
document shall be construed as a counter offer and shall not be effective as an 
acceptance of Buyer’s document. In ordering and delivery of the Products, the 
parties may employ their standard forms; provided, however, that nothing in 
those forms shall be construed to modify or amend the terms of this Agreement. 
In the event of a conflict between this Agreement and either party’s standard 
forms, this Agreement shall govern. 
 
3) PRICE AND PAYMENT: The price shall be as stated in the 
Documentation. Unless otherwise stated in the Documentation: (a) The price is 
exclusive of any taxes, tariff, and duties of any kind which either party may be 
required to pay with respect to the sale of goods described in the Documentation, 
and Buyer shall be responsible for the payment of all taxes, tariffs and duties 
related hereto, except for income taxes imposed on Seller; (b) Sales tax will be 
added to the price based upon the Product destination unless tax exemption or 
direct pay documentation is provided; (c) Products will be billed for at the time 
of delivery; and (d) Payment terms shall be net thirty (30) days, or net forty-five 
(45) days if paid by Electronic Funds Transfer (EFT). A late payment fee of 
1.25% per month, or the highest lawful rate, whichever is less, will apply to all 
amounts past due, and will be prorated per day. Retainage may only be applied 
on the final invoice. Buyer agrees that Seller, at its discretion, may accelerate 
and make due and payable all remaining payments if Buyer shall fail to perform 
any of its obligations hereunder or under the Documentation, including without 
limitation Buyer’s failure to pay any amount when due, subject to any applicable 
cure periods provided for herein. 
 
4) PRICING CONDITIONS:  
(a) Unless otherwise indicated within the Documentation, all pricing quoted in 
connection with the Documentation is valid for purchase for a sixty (60) day 
period beginning with the date of the Documentation.  
 
(b) If this Agreement shall continue into the next calendar year, the fees payable 
pursuant hereto will be adjusted on January 1st of such calendar year as outlined 
in the Documentation; provided that if the Documentation is silent, the 
mechanism set forth in Section 4(c) below will apply. 
 
(c) If the Documentation is silent regarding the mechanism for adjustment of 
fees, the fees will be adjusted on January 1st of such calendar year by the annual 
percentage change in the combined average of two Producer Price Indices, as 
published by the United States Department of Labor: (i) Producer Price Index 
of other Petroleum and Coal Products Manufacturing, and (ii) Producer Price 
Index of Basic Organic Chemicals.  The percent adjustment shall be calculated 
by taking the percent difference for each index during the twelve month period 
from January 1st through December 31st of the last completed calendar year as 
compared to the twelve month period from January 1st through December 31st 
of the calendar year immediately preceding the last completed calendar year. 
These two percentages will then be averaged for calculating the final percent 
increase to which all Goods will be subject. If the calculation would result in a 
negative adjustment, no changes shall be made for such year.  
 
5) SALE AND DELIVERY: Sale terms and pricing, unless otherwise specified 
in the Documentation, are F.O.B. Seller’s point of shipment (Incoterms® 2020). 
If freight is to be prepaid by Seller and added to the amount due, Seller shall 
add up to a thirty-five percent (35%) surcharge to the freight charges. Seller will 
have the right, at its election, to make partial shipments of the Products and to 
invoice each shipment separately. Seller reserves the right to stop delivery of 
any Product in transit and to withhold shipments in whole or in part if Buyer 
fails to make any payment to Seller when due or otherwise fails to perform its 
obligations hereunder or under any other outstanding payment obligations of 
Buyer to Seller, whether related to the Documentation or otherwise. 
 
6) TITLE AND RISK OF LOSS: Notwithstanding the trade terms indicated 
above and subject to Seller’s right to stop delivery of any Goods in transit 
pursuant to Section 5 above, title to and risk of loss of the Goods will pass to 
Buyer upon delivery of the Goods by Seller to the carrier at Seller’s point of 
shipment. Notwithstanding the foregoing or the provisions of the Uniform 
Commercial Code or Incoterms® 2020, if Buyer is located outside of the United 
States of America, title to the Goods, and all accessions to or products of the 
Goods, shall remain with Seller until the later of (a) payment in full of the 
purchase price and of other amounts owing by Buyer and (b) delivery to Buyer. 
 
7) AVAILABILITY: Shipment dates (and delivery and installation dates, if 
included in the scope of work) are not guaranteed, and Seller will not be liable 
for any loss or damage resulting from any delay in delivery or failure to deliver 
which is due to any cause beyond Seller’s reasonable control. In the event of a 
delay due to any cause beyond Seller’s reasonable control, Seller reserves the 
right to reschedule the shipment within a reasonable period of time, and Buyer 
will not be entitled to refuse delivery or otherwise be relieved of any obligations 
as the result of such delay. If any delivery is delayed for more than thirty (30) 
days beyond the originally scheduled delivery date and such delay is caused by 
Buyer, Buyer will be subject to storage charges from the scheduled shipment 
date of two percent (2%) of the sale price per month; and such storage charge 
shall be due monthly on the first day of each month. Storage by Seller shall be 
at Buyer’s risk and expense. 
 
8) SERVICES:  
(a) All orders which include services (including installation, supervision, 
startup, training, testing, etc.) as stated in the Documentation will require the 
completion of the Pre-Visit Checklist and Service Request Form prior to 
scheduling the visit. If there are delays, cancellations, or failures by Buyer to 
meet service personnel at designated times, then fees will be assessed to the 
customer at Seller’s then-applicable per hour rate for each hour of delay for each 
person. For domestic or international travel, additional fees will apply.  
 
(b) Buyer shall make the premises, where services are to be performed (the 
“Premises”), available to Seller at all reasonable times as Seller may request, 
such that Seller shall be able to perform the services in a timely manner. Buyer 
shall bear all risk and liability associated with its inability to make the Premises 
available to Seller to perform the services. Prior to the commencement of 
services, Buyer shall ensure that the Premises are in good repair and in safe 
condition, and shall notify Seller of any dangerous, unsafe or hazardous 
conditions associated with the Premises, such that Seller can take the 
appropriate safeguards. Prior to the commencement of any work, Buyer shall 
notify Seller of any special workplace requirements, safety standards, operating 
procedures or other conditions imposed on persons performing work at the 
Premises. 
 
(c) Any spent activated carbon covered by this Agreement will be subjected to 
reactivation acceptance testing by Seller as described in Seller’s Guidelines for 
Return for Reactivation of Granular Activated Carbon, which Seller may update 
from time to time in its sole discretion. Buyer will provide any information 
required by Seller relative to evaluating carbon acceptance. Seller reserves the 
right to reject any and all activated carbon if, in its judgment, it is unsuitable for 
reactivation. Further, Seller will periodically retest the spent activated carbon to 
assure it remains acceptable for reactivation and that it does not contain 
constituents that were not in the carbon acceptance sample and/or Adsorbate 
Profile Document. Seller reserves the right to apply a surcharge for reactivation 
of spent carbon with quality that creates excessive corrosion, slagging,

exothermic reactions, or other operational problems including lower furnace 
operating rates. If the spent activated carbon becomes unacceptable for 
reactivation, disposal of the carbon will be the responsibility of Buyer. Seller 
reserves the right to reactivate the spent carbon at any of its reactivation facilities 
where carbon acceptance exists. 
 
9) PERMITS, LICENSES AND FEES: Buyer shall be responsible, at its sole 
expense, for all environmental permits, applications, regulatory approvals, and 
other permits or licenses that may be required for installation and/or operation 
of the Products. 
 
10) TERMINATION: Seller may cancel this Agreement if any of the following 
occurs: (a) Buyer becomes insolvent; (b) Buyer ceases to conduct its operations 
in the normal course of business; (c) Buyer is unable to meet its obligations as 
they mature, or admit in writing such inability or fails to provide adequate 
assurances of its ability to perform its obligations hereunder; (d) Buyer files a 
voluntary petition in bankruptcy; (e) Buyer suffers the filing of an involuntary 
petition in bankruptcy and the same is not dismissed within thirty (30) days after 
filing; (f) a receiver, custodian or trustee is appointed for Buyer or for a 
substantial part of its property; (g) Buyer fails to make payment on the terms 
and within the time specified in this Agreement, or breaches any other 
obligations under this Agreement; or (h) Buyer executes an assignment for the 
benefit of its creditors. In the event of such cancellation, Seller shall have all 
rights and remedies set forth in the Uniform Commercial Code of any applicable 
jurisdiction and all other remedies available at law or in equity. Sections 2, 10, 
11, 12, 14, 15, 16, 18, 19 and 20 shall survive termination or expiration of this 
Agreement.  
 
11) LIMITED WARRANTIES:  
(a) Unless otherwise specifically provided for in the Documentation, Seller 
warrants that all Products provided under this Agreement shall, at the time of 
delivery, conform to Seller’s then-applicable specifications for such Products. 
Seller shall correct (by replacement of Goods or reperformance of services) any 
failure to conform to the foregoing warranty of which it is notified in writing 
within ninety (90) days from delivery. Any Goods removed in connection with 
such replacement may be reactivated or disposed of at Seller’s sole discretion. 
 
(b) THE OBLIGATIONS CREATED BY THIS WARRANTY TO 
REPAIR OR REPLACE DEFECTIVE GOODS OR TO PROVIDE 
CORRECTIVE SERVICES SHALL BE THE SOLE REMEDY OF 
BUYER IN THE EVENT OF DEFECTIVE GOODS OR SERVICES.  
THERE ARE NO WARRANTIES MADE WITH REGARD TO THE 
PRODUCTS OTHER THAN THOSE CONTAINED IN THIS SECTION. 
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE 
HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, 
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM 
COURSE OF DEALING OR USAGE OF TRADE. 
 
(c) The sale of any Products pursuant to this Agreement does not include any 
license, express or implied, to practice any intellectual property owned or 
licensed by any third party. Buyer agrees not to use the Products for any 
patented use not set forth expressly in this Agreement, absent a separate license 
from the holder of such patent.  Additionally, Buyer agrees not to resell or 
sublicense the use of Products for any use not expressly granted hereunder. Any 
warranty obligations do not apply to any specific use of the Products, 
application of the Products, modification of the Products, or combination of the 
Products with any product manufactured by any third party.  Seller, except as 
noted herein, does not and will not warrant, indemnify, or in any other way 
share responsibility for Buyer’s use, application, modification, or combination 
of the Products. 
 
12) LIMITATION OF LIABILITY: Notwithstanding any provision to the 
contrary herein, except with respect to a breach of the confidentiality 
obligations set forth in Section 15 hereof, the parties hereto agree that in 
no event shall either party be liable to the other party for any indirect, 
special, consequential, incidental or punitive damages, or lost profits, as a 
result of a breach of any provision of this Agreement or for any other claim 
of any kind arising out of or relating to this Agreement, whether in 
contract, in tort or otherwise. Notwithstanding any provision to the 
contrary herein, for all losses, damages, liabilities or expenses (including 
attorney’s fees and costs), whether for indemnity or negligence, including 
errors, omissions or other acts, or willful misconduct, or based in contract, 
warranty (including any costs and fees for repairing, replacing or re-
performing services or curing a breach hereof), or for any other cause of 
action (individually, a "Claim"; collectively, "Claims"), Seller’s liability, 
including the liability of its insurers, employees, agents, directors, and 
officers and all other persons for whom Seller is legally responsible, shall 
not, to the maximum extent permitted by law, exceed in the cumulative 
aggregate with respect to all Claims arising out of or related to this 
Agreement, the lesser of (a) the total amount of compensation paid to Seller 
hereunder, and (b) One Million Dollars ($1,000,000). All Claims of 
whatsoever nature shall be deemed waived unless made in writing within 
ninety (90) days of the occurrence giving rise to the Claim. Moreover, any 
failure of Buyer to notify Seller of unsatisfactory operation or any 
improper or unauthorized installation, maintenance, use, repair, or 
adjustment shall relieve Seller of any further responsibilities hereunder. 
 
13) FORCE MAJEURE: Notwithstanding any provision to the contrary 
herein, Seller shall have no liability to Buyer or its affiliates, and shall have the 
right to suspend performance (including, without limitation, shipments) 
hereunder, in the event of war, riot, terrorism, accident, explosion, sabotage, 
flood, acts of God, fire, court order, strike, labor disturbance, work stoppage, 
national defense requirements, act of governmental authority, pandemic, 
epidemic, extraordinary failure of equipment or apparatus, inability to obtain 
electricity or other type of energy, raw material, labor, equipment or 
transportation, or other causes beyond Seller's reasonable control. It is 
understood and agreed that settlement of strikes, lockouts and other labor 
disputes shall be entirely within the discretion of Seller and that nothing in this 
Agreement shall require the settlement of strikes, lockouts and labor disputes 
when such course is inadvisable in the sole discretion of Seller. 
 
14) EXPORT CONTROLS: Buyer acknowledges that the Products and 
related technology are subject to U.S. export control and economic sanctions 
laws and regulations, which may include the International Traffic in Arms 
Regulations (ITAR), the Export Administration Regulations (EAR) and 
regulations promulgated by the U.S. Department of the Treasury Office of 
Foreign Assets Control (OFAC). Buyer further acknowledges that the re-export 
of the Products and/or related technology to a third country or retransfer to an 
unapproved end user may require a license or other authorization from the 
Government of the United States. Such licenses or other authorizations may 
impose further restrictions on the re-export or retransfer of the Products and/or 
related technology. U.S. law also restricts the re-export or retransfer of U.S.-
origin goods, technology, or services to countries or persons subject to U.S. 
sanctions or embargoes. Buyer represents and warrants that it is in compliance 
with and agrees to comply with all such applicable export control and economic 
sanctions laws and regulations. It is the sole responsibility of Buyer to apply for 
and obtain any necessary licenses or other authorizations prior to any re-export 
or retransfer of the Products and/or related technology. Seller makes no 
warranty that any such licenses or other authorizations will be granted, and shall 
have no liability for Buyer’s inability to obtain such licenses or other 
authorization or for any violation by Buyer of any applicable export control 
and/or economic sanctions laws and regulations. Buyer will indemnify Seller 
and hold it harmless from any liability resulting from Buyer’s violation of this 
provision or applicable export laws or regulations. Notwithstanding any other 
provision in this Agreement, Seller shall have the right to terminate this 
Agreement immediately upon the determination by Seller, in Seller’s sole 
discretion, that Buyer has breached, intends to breach, or insists upon breaching 
any of the provisions in the above clauses. 
 
15) CONFIDENTIALITY: Other than in the performance of the terms of this 
Agreement, neither Buyer nor its agents, employees, or subcontractors shall use 
or disclose to any person or entity any confidential information of Seller 
(whether written, oral, electronic or other form) that is obtained or otherwise 
prepared or discovered in connection with this Agreement. Buyer agrees that all 
pricing, discounts, design drawings and technical information that Seller 
provides to Buyer are the confidential and proprietary information of Seller, 
whether or not otherwise identified as such. The obligations under this section 
continue perpetually and survive the termination or expiration of any underlying 
agreement between the parties. The provisions of this section relating to use and 
disclosure shall not apply to any information that: (a) is or becomes generally 
available to the public other than as a result of a disclosure by Buyer under this 
Agreement; (b) becomes available to Buyer from a source other than Seller 
without breach of any obligation of confidentiality; (c) was independently 
developed by Buyer without violation of Seller’s rights and without reference 
to the confidential information, as evidenced by written records, maintained in 
the ordinary course of business by Buyer; (d) is used or disclosed with the prior 
written approval of Seller; (e) is information previously known to Buyer as

evidenced by written records maintained by Buyer in the ordinary course of 
business, and not otherwise subject to any confidentiality restrictions; or (f) 
Buyer becomes legally compelled (by oral questions, interrogatories, requests 
for information or documents, subpoenas, investigative demands or similar 
process) to disclose. The burden of proof that the information resides within one 
of the exceptions set forth above shall be on Buyer. If Buyer becomes legally 
compelled (by oral questions, interrogatories, requests for information or 
documents, subpoenas, investigative demands or similar process) to disclose 
any of the confidential information, Buyer shall provide Seller with prompt 
written notice so that Seller may seek a protective order or other appropriate 
remedy or waive compliance with the provisions of this Agreement. If such 
protective order or other remedy is not obtained, or if Seller waives compliance 
with the provisions of this Agreement, Buyer shall furnish only that portion of 
the confidential information which Buyer is legally required to disclose and 
shall exercise its reasonable efforts to obtain reliable assurance that confidential 
treatment shall be accorded the confidential information. Buyer shall not 
undertake any qualitative or quantitative analysis, reverse engineering or 
replication of any of Seller’s products, samples or prototypes without Seller’s 
specific written authorization. 
 
16) SECURITY INTEREST:  Buyer hereby grants Seller a security interest in 
the Goods to secure the payment of the purchase price, and shall not sell, lease, 
transfer or encumber the Goods and will keep the Goods free from any and all 
liens and security interests until Seller has been paid in full.  Buyer shall execute 
any and all documents reasonably requested by Seller to protect such security 
interests. 
 
17) MANAGEMENT OF CHANGE: Seller is constantly striving to improve 
its products and capabilities and to provide the best product to its customers. 
Seller may from time to time develop product improvements or alterations with 
respect to the Products hereunder (the “Product Improvements”), and Seller may 
implement such Product Improvements without notice to Buyer so long as the 
performance of the Products will not be materially diminished, as determined in 
Seller’s sole discretion, and so long as Seller has not separately agreed in writing 
to provide such notification to Buyer. In the event that Seller has agreed in 
writing to provide notice of Product Improvements to Buyer (the "Notice”), then 
Seller shall provide such Notice in accordance with the terms set forth in the 
separate writing. 
 
18) APPLICABLE LAW AND JURISDICTION: This Agreement shall be 
governed by, construed and enforced in accordance with the laws of the 
Commonwealth of Pennsylvania, without regard to its conflict of law principles. 
The UN Convention on Contracts for the International Sale of Goods shall not 
apply to the transaction(s) represented hereby. The parties consent and submit 
to the exclusive jurisdiction and service of process of any state or federal court 
located in Allegheny County, Pennsylvania. 
19) MISCELLANEOUS:  
(a) Neither party may assign this Agreement, including without limitation any 
of its rights or obligations hereunder, without the express written consent of the 
other party hereto; provided that Seller may, without Buyer’s consent, assign 
this Agreement, including without limitation any of its rights or obligations 
hereunder, to any of its parents, subsidiaries or affiliates or to any third party 
which merges with Seller or acquires all or substantially all of its business and 
assets or a substantial part of its assets or business relating to the Products. 
Seller may use subcontractors to fulfill its obligations pursuant to this 
Agreement. 
 
(b) In the event of any legal proceeding between Seller and Buyer relating to 
this Agreement, neither party may claim the right to a trial by jury, and both 
parties waive any right they may have under applicable law or otherwise to a 
trial by jury.  
 
(c) In the event that any one or more provisions (or portions thereof) contained 
herein shall be held by a court of competent jurisdiction to be invalid, illegal or 
unenforceable in any respect, the validity, legality and enforceability of the 
remaining provisions (or portions thereof) contained herein shall remain in full 
force and effect, unless the revision materially changes the bargain. 
 
(d) Seller’s failure to enforce, or Seller's waiver of a breach of, any provision 
contained in this Agreement shall not constitute a waiver of any other breach or 
of such provision.  
 
(e) Seller reserves the right to correct clerical, arithmetical, or stenographic 
errors or omissions in this Agreement, invoices or other documents. 
 
(f) Any notice or communication required or permitted hereunder shall be in 
writing and shall be deemed received when personally delivered or three (3) 
business days after being sent by certified mail, postage prepaid, to a party at 
the address specified in this Agreement, or at such other address as either party 
may from time to time designate in writing to the other. 
 
(g) Buyer agrees that it will not use Seller’s name(s), logo(s) or mark(s) in any 
public communication or press release, or for any other marketing or 
promotional purpose, without Seller’s prior written consent. 
 
(h) Terms used in this Agreement which are not defined herein and which are 
defined by the Uniform Commercial Code of the Commonwealth of 
Pennsylvania shall have the meanings contained therein. 
 
20) ENTIRE AGREEMENT: With respect to the subject matter hereof, this 
Agreement constitutes the complete and exclusive statement of the contract 
between Seller and Buyer. No waiver, consent, modification, amendment or 
change of the terms contained in this Agreement shall be binding unless made 
in writing and signed by Seller and Buyer. Seller’s failure to object to terms 
contained in any subsequent communication from Buyer (whether in a 
purchase order or other communication) will not be a waiver or modification 
of the terms set forth herein.