INCA POLYMERS LLC – SERVICE AND SUPPLY AGREEMENT

Legal Disclaimer

Effective Date: 7-1-2013 (updated 11-12-25)

Parties: INCA POLYMERS LLC. (“Company,” “we,” “us,” or “our”) and the undersigned Customer, Secondary Service Partner, or Material Manufacturer (“you,” “your,” or “party”).

SECTION I – CUSTOMERS

1. Introduction
These Terms and Conditions (“Terms”) govern the sale and provision of independent services and products by INCA POLYMERS LLC. By sending email requests, placing a purchase order, receiving services, all parties agree to be bound by these terms.

2. Products and Services

INCA POLYMERS LLC. as an independent dealer, is committed long-term as a strategic investment providing a full spectrum of services and products, including but not limited to, the supply of high-quality, compliant thermoplastic compounds, development of innovative new products, and driving related business growth. This investment also extends to offering comprehensive technical support, sales services, and inventory management solutions. Furthermore, INCA POLYMERS LLC invests in managing and safeguarding proprietary information such as product specifications, pricing, negotiation terms, contracts, inventory design strategies, technical updates, product development processes, and coordination of service requests.

3. Orders
•    All orders are subject to written acceptance by INCA POLYMERS LLC.
•    Orders are facilitated and confirmed via invoice or acknowledgment specifying scope, pricing, and delivery terms.
•    The Company reserves the right to reject or delay orders for non-payment, or inability to gain order details, inventory restocking details, correct order information.

4. Pricing and Payment
•    Pricing is subject to change with reasonable notice due to material cost fluctuations, market conditions, or regulatory impacts.
•    Payment terms appear on invoices and are due upon receipt unless otherwise agreed in writing.
•    Accepted payment methods: bank wire transfer or mailed check.
•    Late payments may incur finance charges or service suspension.

5. Delivery
•    Delivery terms and estimated timelines are provided in invoices or confirmed via email.
•    Risk of loss passes to the Customer upon delivery to the specified address.
•    INCA POLYMERS LLC. is not responsible for carrier-related delays or damages once goods are shipped.

6. Returns and Refunds
•    Returns are only accepted if technical review confirms manufacturer fault.
•    Claims must be submitted within sixty (60) days of receipt.
•    Products older than nine (9) months are ineligible for return due to shelf-life limits.
•    Approved returns result in credit toward future purchases.

7. Warranties
Products are warranted against material or workmanship defects for sixty (60) days following delivery, provided proper storage and recommended processing are observed. Misuse or unauthorized modifications void the warranty.

8. Limitation of Liability
INCA POLYMERS LLC’s liability is limited to the amount paid for the product or service. Indirect or consequential damages are excluded.

9. Customer Non-Circumvention
The Customer acknowledges that INCA POLYMERS LLC. invests significant resources in developing and maintaining relationships with manufacturers and service providers. 

Accordingly, the Customer agrees that during the term of this Agreement and for (5) years thereafter, it shall not:
•    Directly or indirectly negotiate, purchase, or contract with INCA POLYMERS LLC’s Manufacturers or Service Partners introduced through this Agreement without prior written consent.
•    Disclose INCA POLYMERS LLC’s sources, suppliers, pricing, or internal processes to a third party without written consent.
Violation of this clause constitutes a material breach of contract.

10. Intellectual Property
All trademarks, data, and proprietary formulations remain the property of INCA POLYMERS LLC. and/or its partners. Customers may not reproduce, distribute, or share any communications, technical data, samples or formulations without written authorization.

11. Confidentiality
All parties must maintain the confidentiality of proprietary or sensitive information and not disclose it without written consent.

12. Force Majeure
INCA POLYMERS LLC. shall not be liable for delays or failures caused by events beyond reasonable control, including natural disasters, strikes, or government actions.

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13. Non-Compete

The Material Manufacturer shall not appoint another representative to service the same accounts without written consent. The Customer shall not redistribute or relabel compounds without written authorization. The Supply Service Company will not represent competing compound producers during the term.

SECTION II – SECONDARY SERVICES 
1. Appointment and Scope

INCA POLYMERS LLC., Supply Service Company, is appointed as an exclusive or non-exclusive agent for and not limited to; supplying high-quality, compliant, thermoplastic compounds, new products, and related business development, technical support, sales, and inventory services; providing private data such as specifications, pricing, on-site visits, plant tours, negotiations, contracts, inventory design information and strategies, updates, technical data, product development, service request coordination.

2. Responsibilities
•    Promote and market INCA POLYMERS LLC. and our supply and service partners, and products in good faith.
•    Facilitate prompt communication and service coordination.
•    Maintain accurate records of developments, quotations, orders, and communications.

3. Term and Termination
•    The Agreement begins upon the first facilitated email, sample requests, and or acceptance of purchase order.
•    Either party may terminate with thirty (30) days’ written notice following a breach not cured within an appropriate time period.

4. Company Supply Service Non-Circumvention

INCA POLYMERS LLC., Material Manufacturers, Service Providers and Customers each agree not to bypass, avoid, or circumvent the Supply Service Company’s directly or indirectly, for the purpose of securing business introduced through the Company.

This includes but is not limited to:
•    Soliciting or accepting direct orders without written notice to the Supply Service Company.
•    Exchanging confidential or financial information with the intent to exclude the Supply Service Company.
•    Establishing direct contracts or partnerships with parties introduced through this Agreement.
Any violation of this provision will entitle the Supply Service Company to damages equivalent to the full expected margin or commission lost.

5. Complaint Resolution
All service or quality issues must be routed through the Supply Service Company. All parties agree to handle disputes with professionalism and in good faith.

6. Communication and Support
•    Communications between are routed through the Supply Service Company unless otherwise approved in writing.
•    Annual review visits may occur to assess performance and gather feedback.
•    Each party shall provide timely updates on requests, quotes, orders, pricing, and forecasts.

7. Non-Compete
•    The Material Manufacturer shall not appoint another representative to service the same accounts without consent.
•    The Customer shall not redistribute or relabel compounds without authorization.
•    The Supply Service Company will not represent competing compound producers during the term.

8. Indemnification
Each party shall indemnify and hold harmless the others from any claim or liability arising from negligence, breach, or misconduct.

9. Ethical Business Standards
All parties shall:
•    Communicate ethically, transparently, and respectfully.
•    Provide accurate and timely forecasts to prevent shortages.
•    Comply with anti-bribery and fair trade regulations.
•    Report ethical or business violations promptly.

SECTION III – MATERIAL MANUFACTURER
1. Scope
The Material Manufacturer agrees to produce and supply thermoplastic compounds for Customers introduced through INCA POLYMERS LLC. 

2. Responsibilities
•    Provide accurate technical data sheets, technical support, safety documentation, and process guidance.
•    Communicate information, lead times, requests, pricing, and capacity updates promptly.
•    On-time Deliveries 

•    Inventory Service 

•    Support trials, product development, continuous improvement, and technical service.

3. Communication & Transparency
All production updates, inventory, general changes which could effect us or our Customers, and shipping details must be communicated promptly with the Supply Service Company. Advance notice is required for any formulation, process, color, or specification change and must be approved and qualified by INCA POLYMERS LLC.

4. Manufacturer Non-Circumvention
The Material Manufacturer agrees that during the term of this Agreement and for (5) years after termination, it shall not:
•    Directly engage, contract, or solicit business from Customers introduced by INCA POLYMERS LLC. or its Supply Service Partners without written consent.
•    Share or use confidential customer data or pricing provided by the Supply Service Company for direct gain.
•    Appoint new distributors or intermediaries to replace or undermine the Supply Service Company for the same accounts.
Violation of this clause will be considered a material breach and subject to indemnification and equitable relief.

5. Confidentiality & IP Protection
The Material Manufacturer shall not disclose or duplicate data from Customers or Supply Service Companies for any purpose other than fulfilling this Agreement.

6. Termination and Non-Compete
Upon termination, confidentiality, non-circumvention, and non-compete obligations remain in effect for two (5) years. No direct agreements shall replace those facilitated through INCA POLYMERS LLC without written release.

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7. Non-Compete

The Material Manufacturer shall not appoint another representative to service the same accounts without consent. The Customer shall not redistribute or relabel compounds without authorization. The Supply Service Company will not represent competing compound producers during the term.

GENERAL PROVISIONS

Governing Law: This Agreement is governed by the laws of the State of Indiana. Dispute Resolution: Any dispute will first undergo mediation, then binding arbitration in Indiana if unresolved. Entire Agreement: This document constitutes the full understanding of the parties and supersedes all prior discussions. Amendments: Changes must be made in writing and signed by all relevant parties.

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