General terms and conditions of HOLLAND NOVOCHEM BV with registered office in Nieuwegein.

General
1.1 These general conditions govern all contracts and offers for the supply of goods and services.
1.2 Any agreed departure from these general conditions shall only bind Holland Novochem BV if it has specifically agreed such departure in writing.
1.3 Any general (purchasing) conditions of the client shall only apply if Holland Novochem BV has specifically confirmed this in writing.
1.4 Holland Novochem BV is hereinafter referred to as ‘HNC’ and the other party as ‘the client’.

Offers
2.1 Any offer made by HNC is subject to contract and based on the data supplied by the client when requesting an offer.
2.2 Unless specified otherwise, all prices are net of VAT.
2.3 Any changes to an offer will only bind HNC insofar as they have been confirmed in writing or agreed by HNC.
2.4 A specified price is based on the buy in price and other costs factors. If any cost price element is increased after the offer is made but before delivery then, provided that such increase was not foreseeable, HNC is entitled to pass on such increase as may be reasonable.
2.5 Notwithstanding the general application of the provision in section 4 above, this provision shall apply in particular to any changes to import/export duties, taxes and the value of the euro against other currencies in which the goods have been purchased.

Delivery
3.1 Delivery terms shall be interpreted in accordance with the INCOTERMS latest published by the International Chamber of Commerce, as at the date of the sales agreement. Title to the goods shall pass to the client in accordance with Article 6 below.
3.2 The quantities stated in shipping documents such as weight certificates, bills of lading, sea-way bills, linerway bills, and freight receipts, shall be deemed correct unless proven to be incorrect.
3.3 Packaging made available on loan shall be returned to HNC promptly after unloading of the goods, freight prepaid, failing which HNC shall be entitled to charge the client an appropriate lease fee to be determined by HNC.

Force majeure
4.1 ‘Force majeure’ means any circumstance beyond the control of HNC that prevents performance of a contract, whether of a temporary or permanent nature.
4.2 In particular, ‘force majeure’ includes – insofar as it is not covered by section 1 above – war, threat of war, civil war, unrest, problems with transport, fire and other serious disruptions to the operations of HNC or any of its suppliers.
4.3 In the event of force majeure, then HNC is entitled to choose either to extent the period for delivery by the period of the force majeure, or to terminate such part of the contract as has yet to be performed, in each case without incurring any liability to pay compensation as a result.

Payment
5.1 Unless agreed otherwise, payment must be made in full and without set-off  within 30 days of the invoice date, either in cash or by transfer to such account as is designated by HNC.
5.2 HNC is always entitled to require advance payment for goods or services, or such other form of guarantee of compliance with the client’s contractual obligations.
5.3 If payment is not made within the specified time, the client is deemed to be automatically in breach and HNC is entitled, without the need to serve notice of default, to claim interest on the outstanding sum of 1% per month as from the date that payment became due.
5.4 A client who is in breach is liable for all costs reasonably incurred in enforcing payment, whether through court proceedings or otherwise.
5.5 Extrajudicial costs are fixed at 15% of the outstanding payment, being not less than € 50 net of VAT.

Retention of title
6.1 Even after delivery, the goods remain the property of HNC until such time as the client has complied with all its obligations under any contract with HNC.
6.2 The client undertakes to assist fully in enabling HNC to take back the relevant goods.
6.3 If HNC takes back any goods by virtue in accordance with the section 2, the client shall be credited for the value of the goods as calculated by HNC at the time of recovery, less the costs involved in taking back the goods.

Packaging
7.1 In the event that HNC provides the client with returnable packaging, this shall be subject to the conditions for packaging in force at the time the contract comes into effect, as drawn up by the Netherlands Chemical Industry Association and the
Verbond van Handelaren in Chemische Producten (chemical trade and distribution association). These conditions are deemed to form a part of these general conditions.
7.2 HNC is not liable for the consequences of any errors in the manufacturing or content of the packaging.
Loading and filling is done entirely under the responsibility of the client.
7.3 HNC is entitled to refuse materials or fill packaging if it believes that such materials or packaging do not
meet reasonable safety standards. If it does refuse, HNC is not liable for any consequences resulting from any delay thereby caused.
7.4 HNC has the right to charge the client a deposit and an allowance for wear for the packaging.

Liability
8.1 Except in the case of either a claim under the guarantee or any deliberate act or gross negligence on the part of HNC, any liability on the part of HNC to the client or any third party for loss caused by defects in the goods or services is expressly excluded.
8.2 Except in the case of any deliberate act or gross negligence, HNC is not liable for any errors made by its employees or by any third parties it engages to perform the contract.
8.3 Unless there is specific written agreement to the contrary, HNC is not bound by any agreements made with its employees in subordinate roles.
8.4 HNC accepts no liability for errors or omissions in data supplied by the client or any third party.

Complaints
9.1 A complaint will only be dealt with if it is brought to the attention of HNC in writing within eight days of delivery.
9.2 The client must check the goods before using them. In the event of bulk supply, the client must check the goods before they are transferred to the reservoir. Such checks must include, in particular, the identity and characteristics of the goods in relation to what was ordered. Unless the client can prove that such checks were carried out, its right to complain fails.
9.3 HNC is not liable to pay compensation that exceeds the amount invoiced for the goods supplied.
9.4 The use or re-sale of goods is deemed in all cases to constitute acceptance, whereafter the right to complain is lost. In the case of bulk supply, the
transfer of the goods to the reservoir is deemed to be acceptance.
9.5 Goods may only be returned with the prior written consent of HNC.

Suspension and termination
10.1 If the client fails to comply with any obligation under a contract properly, on time or at all, or if there is reason to fear such failure to comply, or in the event of insolvency or a moratorium with respect to the client, or the client’s cessation of business, sale or liquidation, then HNC is entitled to suspend the contract for a reasonable period or terminate the
contract.
10.2 The claim regarding the part of the contract already performed, as well as loss arising from the suspension or termination, including loss of profit, becomes immediately due and payable.

Brand and trade names
11.1 Goods marketed by HNC may not be offered or traded under the brand names to which it has legal title or under the trading name of HNC without the prior written consent of HNC.
11.2 The client must ensure that it imposes the obligation set out in the previous section upon its own customers.
11.3 For any failure to comply strictly with the provisions of this article, the client shall be liable to pay HNC a penalty of € 50,000, without prejudice to the right of HNC to claim full compensation.

Applicable law / disputes
12.1 Any contract entered into with HNC is governed exclusively by Dutch law.
12.2 Any dispute arising from a contract with HNC shall be brought exclusively before the court with relevant jurisdiction for the place in which HNC has its registered office, unless the law specifies otherwise.