GENERAL CONDITIONS OF SALES

1. Scope of application 
All supplies and the services associated with them shall be provided exclusively on the basis of these General Conditions of Sale. Application of the Purchaser’s conditions of purchase is hereby expressly excluded. All future sales will also be subject to these General Conditions of Sales. Modifications to these conditions of sales shall require explicit written approval of CHEMIR S.A.

2. Offer and acceptance 
Quotations made by CHEMIR S.A. will not be legally binding, but shall be understood as invitations to the Purchaser to submit a binding offer (purchase order) to CHEMIR S.A. The contract will be concluded when an order made by the Purchaser is accepted by CHEMIR S.A. CHEMIR S.A. is authorized to accept the offer with modifications, provided that CHEMIR S.A. can count on approval of the modifications by the Purchaser and that the period of delivery complies with section 6. The contract with be formalized with such modifications.

3. Product quality, specimens and samples, guarantees

3.1 Unless otherwise agreed, the quality of the goods will be exclusively determined on the basis of product specifications provided by CHEMIR S.A. The uses identified in the European Regulation of Chemicals REACH concerning the goods shall neither represent an agreement on corresponding contractual quality of the goods nor the designated use under this contract.

3.2 The properties of the provided specimens and samples shall be binding only insofar as they have been explicitly agreed to define the natural quality of the goods.

3.3 References to the nature and shelf-life, as well as other data concerning the goods shall only constitute a guarantee if they have been agreed and designated as such.

4. Advice 
Any advice rendered by CHEMIR S.A. is given to the best of its knowledge. Any data and information on the suitability and application of the goods shall not relieve the Purchaser from undertaking its own investigations and tests.

5. Prices 
If the prices or general terms of payment corresponding to the goods to be delivered are modified by CHEMIR S.A. between conclusion of the contract and dispatch, CHEMIR S.A. will be authorized to apply the price or terms of payment in effect on the day of dispatch. In the event of a price increase, the Purchaser is entitled to withdraw from the contract within 14 days following notification of the price increase.

6. Delivery 
Delivery shall be effected as agreed in the commercial conditions stated in the contract, which shall be interpreted in accordance with the INCOTERMS in force on the day the contract is concluded. The date of delivery stated upon confirmation of the order shall be considered only as a foreseeable delivery date. Until conclusion of the contract, CHEMIR S.A. shall be authorized to modify the delivery date, according to the corresponding situation of dispatches. Offers received without a fixed delivery date, may be accepted without a foreseeable delivery date. Subsequently, CHEMIR S.A. shall include the foreseeable delivery date as such date is defined.

7. Damage in transit 
Notice of claims arising out of damage in transit must be lodged by the Purchaser directly with the carrier within the specified period CHEMIR S.A. shall be provided with a copy thereof.

8. Compliance with legal requirements 
Unless specifically agreed otherwise, the Purchaser shall be responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.

9. Delay in payment

9.1 Failure to pay the purchase price by due date constitutes a fundamental breach of contractual obligations.
9.2 In the event the Purchaser makes default, CHEMIR S.A. will be entitled to charge default interest on the amount outstanding at the rate of 8 percentage points above the base interest rate published by the European Central Bank at the time payment is due if the amount is invoiced in Euros, or, if invoiced in any other currency, at the rate of 8 percentage points above the discount rate of the main banking institution of the country of the invoiced currency at the time the payment is due.
9.3 In case of payment delay or default, CHEMIR S.A. will be entitled to charge the Purchaser with any expenses incurred as a result of the payment delay or default, independently of default interests.
9.4 CHEMIR S.A. shall continue to be the owner of all goods supplied until complete reception of the payments agreed upon and, if applicable, payment of default interests or any other expenses incurred as a result of payment delay or default.

10. Purchaser’s rights in case of claim for faulty or defective goods

10.1 Faults or defects observed through routine examination of the goods shall be communicated to CHEMIR S.A. no later than seven natural days from receipt of the goods. Other internal faults subsequently discovered, shall be notified to CHEMIR S.A. immediately after they are detected. Notification must be in writing and must precisely describe the nature and extent of such defects, together with all the evidence the Purchaser considers appropriate.
10.2 If the goods are defective and the Purchaser has duly notified CHEMIR S.A. within the period mentioned in section 10.1, the Purchaser has its statutory rights, provided that:

a) CHEMIR S.A. has the right to choose whether to remedy the defect or supply the Purchaser with non-defective replacement goods (subsequent compliance).
b) CHEMIR S.A. reserves the right to make two attempts for subsequent compliance. Should these fail or cause trouble beyond reasonable limits to the Purchaser, the Purchaser may either withdraw from the contract or demand a reduction in the purchase price.
c) Regarding claims for compensatory damages and reimbursement of expenses on defects, section 11 applies.

10.3 Purchaser’s claims for faulty or defective goods shall expire one year after receipt of the goods. In the following cases, the legal prescription periods apply instead of the mentioned one-year period.

d) In case of wilful misconduct
e) In case of fraudulent concealment of a fault or a defect
f) In case of claims against CHEMIR S.A. relating to the defectiveness of goods that when applied to a building in the ordinary manner caused it to be defective.
g) In case of claims for damage to life, body or health derived from negligent breach of duty by CHEMIR S.A. or from wilful or negligent breach of duty on the part of legal representatives or vicarious agents designated by CHEMIR S.A.
h) Claims for other damage derived from grossly negligent breach of duty by CHEMIR S.A. or from wilful or grossly negligent breach of duty on the part of legal representatives or vicarious agents designated by CHEMIR S.A.
i) In case of a Purchaser’s recourse claim based on consumer goods purchasing regulations.

11. Liability

11.1 CHEMIR S.A. shall be generally liable for damages in accordance with the applicable regulations. In the event of simple negligent breach of fundamental contractual obligations, the liability of CHEMIR S.A. shall be limited to compensation for typical foreseeable damage. In the event of simple negligent breach of non-fundamental contractual obligations, the liability of CHEMIR S.A. shall be excluded. The foregoing liability limitations shall not apply to damage to life, body or health.
11.2. CHEMIR S.A. is not liable to Purchaser in case of impossibility or delay in the performance of its supply obligations if such impossibility or delay is due to orderly compliance with regulatory and legal obligations in connection with the European Regulations for Chemicals (REACH) being triggered by the Purchaser.

12. Set off 
The Purchaser may only set off claims from CHEMIR S.A. against an undisputed or adjudicated counterclaim.

13. Security 
If there are reasonable doubts as to the Purchaser’s ability to pay, especially if the Purchaser is in default of payment, CHEMIR S.A. may, subject to further claims, revoke credit periods and make further deliveries dependent on advance payments or provision of other security.

14. Retention of title

14.1 Simple retention of title The delivered goods shall remain the property of CHEMIR S.A. until the agreed purchase price has been completely paid.
14.2 Extended retention of title The delivered goods shall remain the property of CHEMIR S.A. even if the Purchaser has paid the agreed purchase price, until all other debts arising out of the business relationship between CHEMIR S.A. and the Purchaser have been completely paid.
14.3 Retention of title with processing clause If the goods delivered by CHEMIR S.A. are processed by the Purchaser, CHEMIR S.A. shall be considered manufacturer and shall directly acquire the sole title to the newly manufactured products. If the processing involves other materials, CHEMIR S.A. shall directly acquire joint title to the newly manufactured product in the proportion of the invoice value of the goods delivered by CHEMIR S.A. to the invoice value of the other materials.
14.4 Retention of title with combination and blending clause If the goods delivered by CHEMIR S.A. are combined or blended with materials owned by the Purchaser, which has to be considered the main material, it is deemed to be agreed that the Purchaser transfers to CHEMIR S.A. the joint title to such main material in the proportion of the invoice value of the goods delivered by CHEMIR S.A. to the invoice value (or, if the invoice value cannot be determined, to the market value) of the main material. The Purchaser shall hold in custody for CHEMIR S.A. all sole or joint ownership originated therefrom at no expense for CHEMIR S.A.
14.5 Retention of title with blanket clause The Purchaser shall have in the ordinary course of business free disposal of the goods owned by CHEMIR S.A., provided that the Purchaser meets its obligations under the business relationship with CHEMIR S.A. in due time. The Purchaser already assigns to CHEMIR S.A. all claims in connection with the sale of goods to which CHEMIR S.A. reserves the right of retention of title when concluding the sales agreement with CHEMIR S.A.; should CHEMIR S.A. have acquired joint title in case of processing, combination or blending, such assignment to CHEMIR S.A. shall take place in the proportion of the invoiced value of the goods delivered by CHEMIR S.A. with retention of title to the value of the goods of third parties with retention of title. The Purchaser already assigns to CHEMIR S.A. any future confirmed balance claims under current account agreements in the amount of the outstanding claims of CHEMIR S.A. when concluding the sales agreement with CHEMIR S.A.
14.6 Right of access /disclosure At the request of CHEMIR S.A. the Purchaser shall provide all necessary information on the inventory of goods owned by CHEMIR S.A. and on the claims assigned to CHEMIR S.A. Furthermore, at the request of CHEMIR S.A., the Purchaser shall identify on the packaging the title of CHEMIR S.A. to the goods and shall notify its customers of the assignment of the claims to CHEMIR S.A.
14.7 Late payment In the event of late payment by the Purchaser, CHEMIR S.A. is entitled, without rescinding the sales contract and without granting a period of grace, to demand a temporary surrender of the goods owned by CHEMIR S.A., at the expense of the Purchaser.
14.8 Partial waiver clause Should the value of the securities exceed the claims of CHEMIR S.A. by more than 15 %, CHEMIR S.A. waives securities to this extent.

15. Force majeure 
To the extent any incident or circumstance beyond the control of CHEMIR S.A. (such as natural occurrences, war, strikes, shortages of raw materials and energy, obstruction of transportation or production, fire, explosion, acts of government), reduces the availability of goods from the plant from which CHEMIR S.A. receives the goods, such that CHEMIR S.A. cannot fulfil its obligations under this contract (taking into account on a pro rata basis other obligations):

1. CHEMIR S.A. shall be relieved from its obligations under this contract to the extent and during the time the consequences of such events prevent CHEMIR S.A. from performing its obligations and
2. has not the obligation to procure goods from other sources. The first sentence applies to the extent such incident or circumstance renders the contractual performance commercially useless for CHEMIR S.A. over a long period or occurs with suppliers of CHEMIR S.A. If the aforementioned occurrences last for a period of more than 3 (three) months, CHEMIR S.A.is entitled to withdraw from the contract without the Purchaser having any right to compensation.

16. Place of payment 
Regardless of the place of delivery of goods or documents, the place of payment shall be CHEMIR S.A.’s place of business.

17. Communication 
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.

18. Jurisdiction
Any dispute arising out of or in connection with this contract shall be heard, at CHEMIR S.A.’s option, at the court having jurisdiction over CHEMIR S.A.’s principal place of business or the Purchaser’s principal place of business.

19. Applicable law 
The contractual relationship shall be governed by the law in force at CHEMIR S.A’s head office, excluding those of international private law and the provisions of the United Nations Convention on Contracts for the International Sales of Goods dated 11 April 1980 (CISG).

20. Contract language 
If these General Conditions of Sale are made known to the Purchaser in another language, in addition to the language in which the sales contract has been concluded (Contract Language), this is merely done for the convenience of the Purchaser. In case of differences of interpretation, the version in the Contract Language shall be binding.

Edition: 02/2013

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