GENERAL CONDITIONS OF SALES

1. Definition

“General terms” means the general terms of sale included in this document which regulates the sale of merchandise.

“Provider” means any company that supplies merchandise to CHEMIR SA.

“Client” Actual or legal person that buys or have agreed to buy the merchandise.

“Merchandise” means the products that are for sale.

“Price” means the value of the merchandise that the provider determines by fee or free.

“Offer” means the proposal that the provider sends to the client, with details of the merchandise and the price, for their acceptance.

“Order” means the order or binding purchase request, addressed to the client by the provider, in which are reflected the particular terms and conditions of the purchase, that will be understood as accepted by the client together with the general terms.

“Maker” is the manufacturer of goods to the provider for its sale to the client.

2. General issues

All deliveries and services related to them will be done exclusively on the basis of the general terms of sale. These terms of sale also have validity for all future purchases. Due to this, the delivery of an order and its execution imply the mandatory acceptance by the client of the present terms of sale and the resignation of their possible purchase conditions.

Any changes of these purchase conditions require the written acceptance of Chemir s.a.

3. Offer and acceptance

The offers of Chemir, s.a. are not binding, but are understood to be an invitation to the buyer to make a binding order to Chemir, s.a. The contract is concluded by both of the following: the buyers purchase order and the acceptance of said purchase order by Chemir, s.a.

4. Product quality, samples and tests, warranty.

The quality of the product is determined exclusively on the basis of the specifications of the product that Chemir, s.a. provides. The different uses identified in the European Regulation of Chemical Substances (REACH) that concern the merchandise do not constitute any agreement about the corresponding contract quality of the merchandise or the designated use under said contract.

The properties of the samples and tests provided are binding only when said properties are expressly determined as natural qualities of the merchandise.
The references to the nature and expiration date and other data about the merchandise will only be warranties when they are designated as such.

5. Advice

In case of providing advice services, Chemir, s.a. will follow its best criteria. The information and data about the suitability and application of the products do not exempt the buyer from carrying out their own controls and research on the matter.

6. Orders

All orders from the client must indicate clearly their name, CIF, quantity and exact description of the requested merchandise, date, delivery address as well as a purchase order number. The purchase order will be considered accepted by the provider when he issues a written confirmation of the purchase order. All purchase orders will be firm and cannot be modified or cancelled, except in the case of the express acceptance of the provider. The provider also reserves the right to demand at any moment payment guarantees and correct fulfillment of the commitments of the client and even reject the purchase or demand full payment in cash.

7. Price

The price of the merchandise does not include any taxes that may be applied on purchases.

The supplier is authorised to increase the price of the merchandise after the confirmation of the order if the cost of the merchandise increases, especially if the increment is derived of a rise in handling costs, in the prices of the goods and/or the increase of the price of the materials used in the fabrication process of the merchandise..

8. Deliveries, ownership and risk

All national deliveries will be considered as packing and delivery included, free of charge, once a minimum order amount has been reached.

All export deliveries will be governed by the conditions determined in the offer or the order confirmation, always in accordance with the incoterms or their subsequent modifications published by the International Chamber of Commerce. The Date of delivery indicated in the order confirmation must be considered as an estimated delivery date only. Chemir, s.a. is authorised until the end of the contract to update the date of delivery based on the current status of deliveries. If no date of delivery was defined in the corresponding offer, the acceptance of the order will be done without a delivery date. Chemir, s.a. will include the date of delivery when it can be included, at a later date.

9. Receipt and acceptance of the merchandise

It will be considered that the receipt of the merchandise has been accomplished at the moment the client signs the delivery receipt note. At said moment, the client will have the obligation and responsibility of giving the identity of who receives the merchandise and the date of receipt, as well as signing the delivery note in an easily identifiable manner. The weights and measures of the provider will prevail unless they are proved incorrect.

It is the full responsibility of the customer, at the time of receipt of the order, to verify the quantity and condition of the goods, to check for any apparent defects and/or faults that may be attributable to the supplier, stating, where appropriate, the existence of these defects and/or faults clearly on the delivery note.

The provider will not accept any claim related to apparent defects and/or faults that could be attributable to the provider that the client did not note on the delivery note and communicate within a maximum time limit of 48 hours. Once this term has expired without the provider receiving any communication about eventual defects or faults, it will be considered that the supply of merchandise has been accepted.

The submission of any claim will not entitle the client to delay or suspend his payment obligation or to claim any type of penalty and/or compensation to the provider. If the client has respected the conditions and deadlines established above to make a claim, and the provider recognizes the non-conformity, the sole obligation of the provider will be, at his choice, to substitute the defective merchandise or reimburse the price of the purchase effectively paid by the client.

10. Transport damage

The buyer must send any claims for damage directly to the transport company, within the time period provided and also send a copy to CHEMIR S.A.

11. Billing – payment conditions and payment delays

The provider will invoice daily all delivery notes issued daily. The invoice will reflect goods, quantities and prices in the agreed currency and also the payment method and time limit agreed between the parties or the one applied by the actual normative. The payment method will be via bank receipt or transfer.

The payment will be done by the client without any deductions or withholdings that were not previously agreed. In no case will be the client be released from his obligation to pay, partially or totally, by claiming any compensation, exceptions or right to compensation that he may have with respect to the provider.

If the client incurs delays of the agreed payments or doesn’t make payments:

a) The client will have to pay to the provider, without any requirement and from the payment due date, the interest on the delayed payment that the current regulations of the country in which the purchase takes place stipulate.

b) The provider will pass on to the client any costs that derives from the delay in the payment without damage to whatsoever rights or compensations the law could foresee.

c) The provider has the right to suspend the deliveries and/or cancel any of his pending obligations.

d) The provider has the right to access the place in which the merchandise is stored to retrieve them.

For all other provisions, the current regulations will be applied in the fight against late payments in commercial operations.

12. Responsibility

It is the responsibility of the client to make sure when making the order that the merchandise ordered are appropriate according to his needs and the provider will not be responsible of the uses that the client could use the merchandise for, if different from the determined by the manufacturer and information or technical advice given by the provider.

The client is solely responsible of the compliance of the current applicable regulations in relation to the use made of the goods and will indemnify and hold the provider not responsible for whatever reclamations, damages, losses, costs, expenses and any other responsibility of any nature that the provider could suffer in relation to any incorrect use of the merchandise not foreseen by the manufacturer.

The provider will not have any responsibility in relation to any damage or defect of the merchandise derived from misuse, or breach of the current regulations or the restrictions and instructions of the manufacturer or the technical advice of the provider or an inadequate storage or the utilization, transformation or incorporation in the production of the merchandise by the client.

The provider’s responsibility for the claims derived from the fulfillment or non-fulfillment of his contractual obligations will not exceed altogether the basic contractual price and will not include in any case damages derived from the lost profit, loss of income, production or use of capital costs, downtime costs. or delays in customer claims, loss of expected savings, increase in operating costs or any special, indirect or consequential damages or losses of any kind.

13. Force Majeure

The provider will not be responsible for delays in compliance or for total or partial breach of its contractual obligations that are a direct or indirect consequence of causes of overwhelming force or beyond the control of the provider or the maker (natural phenomena, pandemic, war, labor conflicts , shortage of raw materials and energy, disturbances in traffic or production, damage by fire or explosion, provisions of the authorities).

14. Compensation

The client will comply with the instructions of the provider and with the legislation in force regarding the use, processing, storage, and sale of the merchandise and must compensate the supplier for any cost, claim, demand, expense, fine or liability in which the supplier could incur due to such use, processing, storage or sale or in relation to them.

15. Packaging

The containers and packaging contained in each invoice must be properly managed by the client in accordance with current local legislation and regulations.

16. Reach

The client agrees to respect his obligations related to the REACH regulation, information on the risk management measures related to the merchandise requested and to apply them, especially with regard to hygiene, safety and any other risk. In addition, the customer will need to check that the merchandise is used accorrding to the manufacturers’ recommendations (safety data sheets, technical data sheets, etc.)

17. Payment address

Regardless of the place of delivery of the merchandise or documentation, the place of fulfillment of the payment obligation will be the main domicile of Chemir, s.a.

18. Notifications

Notifications and other communications that one party transmits to the other will take effect from the moment the receiving party receives them. Whenever a deadline must be observed, the notification must reach the intended party within this time period.

19. Applicable regulations

Except for the provisions of current consumer legislation, the contracting parties, expressly renouncing any other jurisdiction that may correspond to them, expressly submit to that of the Courts and Tribunals of the provider’s host city for any disputes that may arise in relation to the interpretation, application and fulfillment of the present General Conditions and of the sales relationships that originate in these General Conditions.

The merchandise subject to these general conditions of sale may be accompanied by technical information or recommendations for use. Said recommendations, information and technical advice, whether verbal or in writing, despite being the result of extensive and rigorous studies and tests, both from the provider and the maker, are merely informative and in no case may they be considered an express or tacit guarantee. of specific properties and / or conditions of use of the product. As many factors beyond our control may intervene in its use, it will be the responsibility of the client to check its suitability for the procedures and purposes envisaged, so any damage caused by non-observance in the handling, storage, use, or disposal of the product.

Edition: 03/2020

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