CHEMTREC Agreement USA + Canada Authorization

Transcription

1 CHEMTREC Agreement USA + Canada Authorization I. General Agreement II. Scope of Services III. Standard Terms and Conditions IV. Fee Schedule V. Definitions

2 I. GENERAL AGREEMENT - The American Chemistry Council (the Council ) hereby agrees to provide the registered account ( Registrant ) with the services identified in Section II (Scope of Services). The Council will provide these services through CHEMTREC (see Definitions). A. Entire Agreement - This Agreement, including Section I, the Scope of Services (Section II), the Standard Terms & Conditions (Section III), the Fee Schedule (Section IV), and Definitions (Section V), represents the entire contract between the parties on this subject. a. There are no oral or written promises, terms, conditions, or obligations other than those contained in this Agreement. b. This Agreement supersedes all previous communications, representations or agreements, either oral or written, between the parties on this subject. c. The terms and obligations under this Agreement may not be assigned by either party without prior written consent by both parties. B. Due Authorization - By entering into this Agreement, the Registrant s signatory certifies that he or she is authorized to engage in these services on behalf of the Registrant, and bind the Registrant to the terms and conditions herein stated. C. Acceptance The Registrant is deemed to have accepted this Agreement in its entirety if any of the following conditions are met: a. The Registrant expressly indicates acceptance to Council in writing, including or online acceptance. b. The Registrant portrays or otherwise makes use of the CHEMTREC Phone Number (see Definitions) on shipping documents, Safety Data Sheets (SDS) (see Definitions), product packaging, or hazard communications labels. c. The Registrant submits SDS to CHEMTREC or maintains SDS on file with CHEMTREC. d. The Registrant pays any invoiced amount, in whole or in part, to the Council. D. Payment - The Registrant agrees to pay the Council, in accordance with Section IV (Fee Schedule), for services as outlined in Section II (Scope of Services). E. Service Period - The Service Period is the 12-month period commencing on the first day of the month following the date of acceptance by the Registrant. Service Periods are renewed for twelve months as described in section I.G. F. Invoicing - The Council will provide the Registrant, in the manner and format of the Council s choice, with an annual invoice that describes the services rendered. The Council may further invoice the Registrant for any overage charges resulting from service usage in excess of that provided in the service level selected. G. Extension of Agreement Annual registrations are automatically renewed and invoiced unless written notice is given by either party before the concluding date of the Service Period. H. Refunds - There will be no refunds of any amounts paid, full or partial, thirty (30) days past the start of the Service Period, with the following exception: a. If the Agreement is terminated by the Council, a refund of annual fees, pro-rated on the number of full months remaining in the Service Period, shall be refunded to the Registrant. I. Termination - The Registrant may terminate this Agreement at any time by providing written notice to the Council. The Council may terminate this Agreement by providing sixty (60) days prior written notice to the Registrant. J. Representation of Parties - The Council will be represented during this Agreement by CHEMTREC s Director of Sales, Marketing & Product Development ( Project Manager ). Version I.ii; January 1,

3 K. Intellectual Property - CHEMTREC is a registered service mark of the Council and may only be used by the Registrant for the purpose identified in Section II and only for the term of this Agreement. L. Limitations of Liability - The Council shall not be liable for any indirect, punitive, special, incidental, or consequential damages whatsoever (including, but not limited to, lost profits or interruption of business) arising out of or related to the services provided under this Agreement, even if advised of the possibility of such damages. M. Indemnification - The Registrant agrees to indemnify the Council, its members, officers, and employees against all claims, liabilities, costs or damages (including reasonable attorneys fees and any costs of a lawsuit), arising out of the performance of this Agreement that are not the result of the Council s sole negligence or willful misconduct. N. Governing Law - This Agreement is subject to, and is to be construed under, the laws of the Commonwealth of Virginia, United States of America. Actions brought under this agreement shall only be brought in a court of competent jurisdiction in the Commonwealth of Virginia. Version I.ii; January 1,

4 II. SCOPE OF SERVICES A. USA + Canada Authorization a. The Council authorizes the Registrant to portray the CHEMTREC Phone Number (see Definitions) on the following, for use in the Service Area: i. Shipping documents 1. Where the origin and destination of the shipment is in the Service Area; or 2. For the portion of an import/export that takes place in the Service Area. ii. Safety Data Sheets (SDS) iii. Product packaging/labeling iv. Hazard communication labels b. The Council agrees to provide services to the Registrant in accordance with the following: i. The CHEMTREC Phone Number will be provided to the Registrant for use in conjunction with all classes of hazardous materials and dangerous goods shipments, including radioactive materials, infectious substances and biological waste for which CHEMTREC has been provided information in accordance with Section II.A.c. ii. A unique CHEMTREC Customer Number (CCN) will be assigned and provided to each Registrant. iii. Calls to CHEMTREC s call center will be answered 24 hours per day, 7 days per week by trained and experienced specialists. iv. CHEMTREC will provide information supplied by the Registrant for Incidents (see Definitions) involving the Registrant s shipments and/or products. v. Information provided by the Registrant - in the form of SDS or other reference materials will be communicated by CHEMTREC only when an Incident is reported to CHEMTREC. The SDS or product information may be read over the phone, or e- mailed or faxed to the scene of an emergency incident. vi. CHEMTREC is able to assist non-english speaking callers through contracted interpretation services. Costs involved with the use of this service are the responsibility of the Registrant, as described in Section IV.C.c. vii. Should the nature of the call relate to a medical emergency (e.g., exposure), CHEMTREC has a contracted medical service for medical Incidents involving hazardous materials and dangerous goods. 1. CHEMTREC will advise victims of acute (i.e., life-threatening) medical emergencies to seek immediate medical assistance. 2. In a medical Incident, CHEMTREC may contact the Registrant s Emergency Contact(s) and/or Medical Contact(s), if provided, for assistance. 3. If the Registrant has not provided a Medical Contact, CHEMTREC will refer medical Incidents to its contracted medical service. 4. Costs involved with the use of CHEMTREC s contracted service are the responsibility of the Registrant, as described in Section IV.C.f. viii. Should the nature of the call be outside the Scope of Services (e.g., to ask about the failure of the product or to request assistance in the use of the product), CHEMTREC will not provide technical assistance under the services described by this Scope of Services. ix. CHEMTREC will digitally record calls to/from its call center. The recordings will be archived for six months and then deleted. Version I.ii; January 1,

5 x. For each Incident involving the Registrant s products and/or shipments in a spill, leak, fire, exposure or accident, CHEMTREC will provide an Incident Report (see Definitions) to designated contacts via or fax. xi. CHEMTREC and the Registrant can participate in drills and tests of this scope of services at a mutually agreed-upon time. CHEMTREC reserves the right to reschedule a drill or test, should conditions take priority over a drill or test. c. The Registrant agrees to the following obligations: i. The Registrant s account name or CCN must be clearly identified on any shipping document, SDS, product packaging/labeling, or hazard communication label where the CHEMTREC Phone Number is portrayed. ii. The CHEMTREC Phone Number is subject to the guidelines in Section III.K. iii. The Registrant will maintain and keep up to date the following contacts: 1. Administrative Contact: One point of contact is required for managing the Registrant s account, including correspondence and maintenance of Registrant s CHEMTREC records. A valid address is required. 2. Emergency Contacts: CHEMTREC requires 24/7/365 access to the Registrant for notification/information purposes in the event of an Incident. a. A minimum of one Emergency Contact is required; a minimum of three Emergency Contacts is strongly recommended. b. Each Emergency Contact must have a valid phone number. c. Alternatively, if the Registrant has a staffed 24 hours/day, 7 days/week number, that number may be provided, along with additional Emergency Contacts as back-up. 3. Report Recipient(s): Designated personnel to receive copies of Incident Reports. 4. Billing Contact: One point of contact for all billing matters; this person may be the same as the Administrative Contact. A valid address is required. 5. SDS Contact: One point of contact responsible for submitting all SDS and ensuring information is kept up to date; this contact may be the same as the Administrative Contact. 6. Medical Contact (optional): The Registrant may provide contact information for its own medical personnel or service to be contacted in the event of an incident requiring medical assistance, in lieu of CHEMTREC s contracted medical service. a. A Medical Contact may be the Registrant s internal medical staff, or a local or regional poison control center with which the Registrant has an agreement to handle medical emergencies involving its products. b. Unless otherwise indicated, Medical Contacts will be designated for contact in both human and animal exposures. iv. In order for CHEMTREC to properly assist, the Registrant or its Affiliate(s) must be clearly identified in the Incident. Version I.ii; January 1,

6 v. The Registrant is required to submit copies of, or immediate access to, SDS or other product information for each of the hazardous materials and dangerous goods it ships, prior to any shipments taking place. 1. The Registrant is responsible for ensuring that SDS and other reference materials for all products are accurate and up to date. 2. If the Registrant submits a large volume of documents, the Registrant will be required to provide an electronic index (see Definitions). 3. For documents in languages other than English, the Registrant must provide an associated index in English, regardless of the number of documents provided. vi. In the event of an incident where the information (e.g., SDS) provided by Registrant is insufficient to satisfy the needs of the caller, the Registrant s Emergency Contacts will be contacted for assistance, unless otherwise directed by the Registrant. vii. If the CHEMTREC Phone Number is included on product packaging, it must be done as described in Section III.K. viii. CHEMTREC and the Registrant can participate in drills and tests of the scope of services at a mutually agreed-upon time. The Registrant must reasonably pre-advise CHEMTREC of its intention to run a test or drill and schedule it for a mutually agreeable time. ix. The Registrant will notify CHEMTREC in writing if any requests for playback of recorded calls are to be used in support of any legal proceedings. Version I.ii; January 1,

7 III. STANDARD TERMS & CONDITIONS A. Pricing/Invoicing/Payment a. All invoices will be issued in US Dollars. b. All payments are due within thirty (30) days of the invoice date. c. With respect to purchase orders, the Council will include a purchase order number as a reference on the invoice provided to the Registrant. i. The Registrant must provide the purchase order number at least 45 days prior to the beginning of any renewal Service Period. ii. The inclusion of a purchase order number does not constitute agreement to any associated Terms & Conditions d. The Council will only provide banking instructions and/or any other self-descriptive information required under applicable governmental statutory requirements (e.g. full corporate name and address, tax classification, employer identification number, banking instructions, address, etc.). The Council will not be obligated to provide any other selfdescriptive information. B. Termination of Services - After sixty (60) days of non-payment of any fees, the Registrant s account is delinquent and is subject to cancellation by the Council. a. A late fee, in addition to full payment of any outstanding fees, may be required for reactivation of any account. b. The Registrant may also be required to resubmit its Safety Data Sheets (SDS) to CHEMTREC. C. Taxes - The Council does not represent that all taxes due are included in any invoice. Any obligations due under any regulatory requirement shall remain the responsibility of the Registrant. D. Correspondence - All written (non-electronic) correspondence shall be directed to the following address: CHEMTREC 2900 Fairview Park Drive Falls Church VA USA E. Revisions - The Council may revise this Agreement for a subsequent Service Period at any time. a. Any changes to this Agreement will be made no less than sixty (60) days prior to the effective date of the change(s). b. Changes to this Agreement will be communicated via the CHEMTREC website, , or other means. c. Upon initiation or renewal of this Agreement, it is the responsibility of the Registrant to be familiar with the then-offered Agreement, including any price changes, as they will prevail for the subsequent Service Period. F. Independent Contractor - At all times in the performance of this Agreement, the Council will act as an independent contractor. The Council will: a. Employ the staff necessary to fulfill the terms of this Agreement; b. Have exclusive supervision, management, and control over this staff; c. Provide the facilities to conduct the work under this Agreement; and d. Have exclusive control over expenditures of funds provided under this Agreement. G. Contents of this Agreement are Confidential - All of the contents, terms, descriptions, rates and prices contained in this Agreement are to be considered by the Registrant as confidential information from CHEMTREC and the Council and may not be released to any party other than the

8 Registrant s employees who are directly involved on a need-to-know basis with the interpretation and administration of this Agreement. H. Copyright, Trademarks & Restrictions - The Registrant is prohibited from: a. Implying that the Registrant and CHEMTREC [or the Council] are legal partners; b. Creating the impression that CHEMTREC is affiliated with the Registrant; c. Implying, directly or indirectly, that CHEMTREC has sponsored, authorized, approved or endorsed the Registrant; or d. Using the CHEMTREC name or logo for any marketing, advertising, or promotional purpose, without express written consent from the Council. e. The Registrant agrees to change or correct, at its own expense, any material or activity that CHEMTREC deems to be inaccurate, objectionable or misleading, or a misuse of CHEMTREC's name, trademarks, or service marks. I. Force Majeure - The Council shall not be liable for any failure to provide services as described in Section II caused by circumstances beyond its control including, but not limited to: acts of God, fire, flood, acts of war, government action and accident. J. Language - The Registrant shall provide all information on products registered and details of emergency arrangements in the English language. a. The Registrant may also provide copies of the SDS for all registered products in the languages of the countries covered in the Service Area. K. Use of the CHEMTREC Phone Number - Only companies properly registered with CHEMTREC may use the CHEMTREC Phone Number, and then in accordance with the following: a. The Registrant s company name, as registered with CHEMTREC, and/or the Registrant s CCN must appear in conjunction with and must be clearly identifiable on any documents, packaging, and or containers on which the CHEMTREC Phone Number is displayed. b. If the name of a company that appears is different from an existing Registrant's name, then that name must either be registered with CHEMTREC independently or as an Affiliate. There are two exceptions: i. An exception is made in the case where a party is acting solely as the forwarding agent (e.g., freight forwarder) to continue the journey of a shipment where the original shipper of that specific shipment is a CHEMTREC registrant. In these cases, the CHEMTREC Customer Number (CCN) (see line item D) or the name of the CHEMTREC registrant must appear immediately above, beside or below the CHEMTREC phone numbers(s) portrayed on the shipping documents. ii. An exception is made in the case where an empty rail car, containing only residue product, is being returned to the original shipper and the original shipper is a CHEMTREC registrant. In this case, the Registrant s name and/or CCN must appear on the shipping documents next to the CHEMTREC phone number. c. Under no circumstances should the CHEMTREC Customer Service phone number be included on any shipping documents, SDS, packaging, or other product information. d. CHEMTREC recommends the following wording be used on shipping documents: For Hazardous Materials [or Dangerous Goods] Incident Spill, Leak, Fire, Exposure, or Accident Call CHEMTREC Day or Night Within USA and Canada: Outside USA and Canada: (collect calls accepted) Version I.ii; January 1,

9 e. CHEMTREC recommends the following wording be used for small labels, such as the packaging for lithium ion batteries: f. Within USA and Canada: Outside USA and Canada: (collect calls accepted) For emergency calls only. Non-emergency calls cannot be serviced at this number. [Note: The Registrant is encouraged to include its own number for all non-emergency calls] L. Product Packaging - If the CHEMTREC Phone Number is included on any product packaging, the following guidelines are to be followed: a. The phone number must be preceded by the following direction "For Hazardous Materials [or Dangerous Goods] Incidents ONLY (spill, leak, fire, exposure, or accident), call CHEMTREC at AND b. The company's (preferably toll-free) phone number must be included with the indication it is for all other inquiries about the product. Version I.ii; January 1,

10 IV. Fee Schedule A. Annual Registration Fees The base annual fee for CHEMTREC s USA + Canada Authorization ( Tier 1 Registration ) includes up to 25 Incidents during the Service Period. For companies that anticipate more than 25 incidents during the Service Period, CHEMTREC offers tiered incident bundles with reduced per-incident costs based on annual incidents. Unused incidents do not roll from year to year. Annual Registration Fee Included Number of Incidents per Service Period Additional Incident Charge over Allowance Tier 1 Registration $ $50/incident Optional tier upgrades: Tier 2 Registration $1, Tier 3 Registration $2, Tier 4 Registration $3, $50/incident Tier 5 Registration $5, Tier 6 Registration $7, Tier 7 Registration $9, $18/incident B. Affiliate Registrations (Optional) a. A Registrant may choose to add affiliate registrations ( Affiliates ) for coverage under its registration. b. There is a fee for each Affiliate added to the Registrant s account. Affiliates are priced on a graduated scale, with volume discounts. c. The addition of an Affiliate(s) for any period of time during the Service Period may incur an annual charge for that Affiliate. d. The removal of any Affiliate during the Service Period will not trigger any pro-rating. e. Incident counts for Affiliates roll up to the Registrant s total. f. An annual premium of $200 per Affiliate is added for any Affiliate that maintains separate contacts (e.g., Emergency Contacts, Report Recipients). Range Annual Cost, per Affiliate First 5 Affiliates 1-5 $200 Next 20 Affiliates 6-25 $100 Next 25 Affiliates $50 Next 100 Affiliates $40 Next 150 Affiliates $20 Next 200 Affiliates $10 More than 500 Affiliates call for pricing C. Additional Fees - The following fees for optional services may be passed along to the Registrant, at CHEMTREC s discretion: Version I.ii; January 1,

11 a. Custom Scope of Services Protocol CHEMTREC may accommodate requests for variations in and/or additions to the Scope of Services, at CHEMTREC s discretion. Any protocol outside the Scope of Services may incur an Extended Services Protocol fee, which will be communicated to the Registrant at the time of initiation. b. Custom Contact(s) Protocol - CHEMTREC may accommodate requests for custom contact procedures, at CHEMTREC s discretion. Any protocol outside the Scope of Services may incur an Extended Services Protocol fee, which will be communicated to the Registrant at the time of initiation. c. Language Interpretation Charges - The availability of language translation services are included in the CHEMTREC registration fees. However the charges associated with the actual interpretation is the responsibility of the Registrant and may be invoiced. d. Telecommunications Charges Outside of the USA and Canada - The additional cost involved with receiving and placing toll-charged phone calls outside of the USA and Canada, may be invoiced to Registrant. e. Customer Dedicated Phone Numbers At the Registrant s request, CHEMTREC can provide and maintain a customer-dedicated phone number for an annual fee of $600/year, payable at the beginning of the Service Period. Any charges incurred in forwarding the calls from the origin point of Registrant s number and the CHEMTREC retermination point shall be the responsibility of Registrant. f. Contracted Medical Personnel Services - Calls which require the invocation of CHEMTREC s contracted medical service may be billed at $ per invocation. g. Administrative Fees i. Refunds - A refund for any fees paid, less an administration fee of $50.00, will be made if a company cancels in writing within the first thirty (30) days of the Service Period. ii. Late Fees - A $25.00 late fee may be assessed to any account that is more than 90 days past due. iii. Wire Transfer Fee - If payment is made by wire transfer, a wire transfer fee of $20.00 must be included in addition to the invoiced amount. Version I.ii; January 1,

12 V. Definitions A. CHEMTREC CHEMTREC is a service of the American Chemistry Council. For the purposes of this Agreement, CHEMTREC includes both the services and the personnel used to fulfill the services. B. CHEMTREC Customer Number (CCN) Every company name registered with CHEMTREC (either as a Registrant or Affiliate) is assigned a unique numerical identifier known as its CHEMTREC Customer Number (CCN). C. CHEMTREC Phone Number For the purposes of this Agreement, the term CHEMTREC Phone Number is understood to include all authorized CHEMTREC phone numbers, as well as any phone number(s) directed to CHEMTREC s call center. D. Incident - Any call to CHEMTREC regarding the Registrant (or Affiliates) s products and/or shipments, including hazardous materials emergencies, company/product referrals, and medical incidents, is considered an Incident. E. Incident Report - Details of emergency incidents (e.g., spill, leak, fire, exposure or accident) are documented in Incident Reports by CHEMTREC for the Registrant. F. Registrant - A Registrant is any company (i.e., shipper, manufacturer, distributor, freight forwarder, or third party logistics service provider) that has registered for CHEMTREC services, meets the CHEMTREC Terms and Conditions and has an account in good standing. a. Affiliates - A Registrant may wish to extend its registration with a company or business unit affiliated to itself or its products in the chain of commerce (e.g. a subsidiary, distributor, third party logistics company, business unit, customer). The Registrant will: i. Pay for their Affiliates registration(s) ii. Act as the Administrative Contact for all Affiliates iii. Submit the required product SDS documentation for all Affiliates iv. Serve as the Emergency Contact for the products those Affiliates ship. 1. If the Parent Registrant would like to maintain separate contacts for an Affiliate, a premium will be assessed for each Affiliate that requires separate contacts, on an annual basis per section IV.A.a.iii. G. Safety Data Sheets (SDS) For the purposes of this Agreement, the terms Safety Data Sheet (including SDS ) is understood to include Material Safety Data Sheets (MSDS), Waste Safety Data Sheets (WSDS), and Extended Safety Data Sheets (esds). H. SDS Index An electronic index, in Excel or other acceptable file type, of SDS or other documents submitted to CHEMTREC. I. Service Area - The Service Area is a function of the Scope of Services (section II) b. The Service Area is USA [United States of America] and/or Canada c. United States means a State of the United States of America, the District of Columbia, American Samoa, the Federated States of Micronesia, Guam, Midway Islands, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands.