Legal PFAS Declaration Form

LEGAL PFAS DECLARATION FORM

This Legal PFAS Declaration Form (this "Declaration") is made and entered into as of , by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Client purchases, specifies or otherwise uses products, components or materials supplied by Supplier for use in Client's goods or operations, and Client requires certain assurances regarding the presence, testing and disclosure of per- and polyfluoroalkyl substances ("PFAS");

WHEREAS, Supplier manufactures, supplies or distributes the products described in this Declaration and is able to test for, disclose and certify the presence or absence of PFAS in those products, and to maintain records of such testing; and

WHEREAS, the parties desire to document Supplier's representations, testing protocols, notification obligations and remedies relating to PFAS content in the products supplied to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration, the following definitions apply:

"PFAS" means per- and polyfluoroalkyl substances, including but not limited to long-chain and short-chain PFAS, their precursors and degradation products as identified by recognized analytical methods.

"Threshold" means the maximum total concentration of PFAS in a product above which Supplier's disclosure obligations and Client's remedies under this Declaration are triggered. Threshold:

2. DECLARATION, REPRESENTATIONS AND WARRANTIES

Supplier hereby represents and warrants to Client that, as of the Effective Date and with respect to the products supplied to Client described below, Supplier's statements concerning PFAS are true, accurate and complete to the best of Supplier's knowledge after reasonable inquiry:

Supplier certifies (check all applicable):

PFAS are not intentionally added during the manufacture of the above-referenced products and Supplier has processes in place to prevent intentional addition.

PFAS are present only at concentrations below the Threshold specified above, based on testing described below.

PFAS are present at or above the Threshold. If checked, Supplier shall provide the information required in Section 2.1 and the remediation obligations set forth in Section 4 shall apply.

2.1 TESTING AND DISCLOSURE

3. RECORDS, AUDIT AND RETENTION

Supplier shall retain records of all test results, certificates, material specifications and supplier qualifications relating to PFAS for a period of years following delivery of the applicable products. Upon reasonable written request, Supplier shall provide copies of such records to Client within a commercially reasonable time.

4. NOTIFICATION, REMEDIATION AND REMEDIES

Supplier shall notify Client in writing within calendar days after discovering any test result, complaint, or incident indicating the presence of PFAS at or above the Threshold. Notification shall include all known test results, affected lot numbers and proposed remedial actions.

If PFAS are detected at or above the Threshold, Supplier shall, at Supplier's expense, promptly undertake corrective action reasonably acceptable to Client, which may include product recall, replacement, remediation of affected materials, reimbursement of Client's reasonable costs, and any other equitable relief as necessary to mitigate risk.

5. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client and its officers, directors, employees and affiliates from and against any and all claims, liabilities, losses, damages, fines, penalties, and reasonable costs and expenses (including attorneys' fees) arising out of or related to Supplier's breach of this Declaration, negligent misrepresentation regarding PFAS, or the presence of PFAS in products supplied by Supplier in excess of the Threshold.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM SUPPLIER'S FRAUD, WILLFUL MISCONDUCT, OR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS DECLARATION.

7. TERM, TERMINATION AND REMEDIES

This Declaration shall remain effective for as long as Supplier supplies the products described herein to Client or until otherwise terminated by mutual written agreement. Client may terminate any purchase relationship for cause if Supplier fails to comply with its obligations under this Declaration and fails to cure within thirty (30) days after written notice of breach.

8. CONFIDENTIALITY

Except as required by law or regulation, neither party shall disclose the other party's confidential information, including analytical reports, test methods and proprietary formulations, without prior written consent. Notwithstanding the foregoing, Supplier may disclose testing information to regulatory authorities as required by applicable law, provided Supplier gives Client prior written notice of such disclosure to the extent permitted.

9. NOTICES

10. GOVERNING LAW, SEVERABILITY AND MISCELLANEOUS

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement: This Declaration, together with any purchase orders or written attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to PFAS declarations and supersedes all prior or contemporaneous representations and agreements, whether written or oral, relating to PFAS.

Severability: If any provision of this Declaration is held to be invalid or unenforceable, the remainder of this Declaration shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it valid and enforceable.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Declaration shall be valid unless in writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Declaration may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies of executed counterparts shall be binding.

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