General Conditions of Sale BASF SRL 1. Scope of Application price payable to BASF. For the avoidance of doubt, the All supplies and the services associated with them shall be BASF's prices are not including the Value Added Tax. provided exclusively on the basis of these General Conditions of Sale by BASF SRL, a company headquartered in Romania, Bucharest, Sector 2, 43 Pipera If BASF's prices or BASF's terms of payment generally Blvd, building A, space A1, 1st floor, Floreasca Park Office applicable are altered between the date of contract and Complex, Sole Registration Code (CUI) 4952292 dispatch, BASF may apply the price or the terms of payment (hereinafter "BASF"). References made by you (the in effect on the date of dispatch. In the event of a price “Buyer”) to your general terms and conditions are hereby increase, Buyer is entitled to withdraw from the contract by rejected. These General Conditions of Sale shall also apply giving notice to BASF within 14 (fourteen) days after to all future business. Deviation from these General notification of the price increase. Conditions of Sale requires the explicit written approval of BASF. 6. Delivery Delivery shall be effected as agreed in the contract. These 2. Offer and Acceptance General Conditions of Sale shall be interpreted in BASF's quotations are not binding offers but must be seen accordance with the INCOTERMS in force on the date the as invitations to Buyer to submit a binding order. The contract is concluded. contract is concluded by Buyer's order and by BASF's acceptance. In case the acceptance differs from the order, 7. Damage in Transit such acceptance constitutes a new non-binding offer of Notice of claims arising out of damage in transit must be BASF. For the avoidance of doubt, by submitting its order lodged by Buyer directly with the carrier within the period to BASF, the Buyer agrees upon the content of the General specified in the contract of carriage and BASF shall be Conditions of Sale as such content is available online on provided with a copy thereof. BASF official web site upon the date of receipt by BASF of Buyer’s order. 8. Compliance with legal requirements Unless specifically agreed otherwise, Buyer is responsible 3. Product quality, specimens and samples; guarantees for the compliance with all laws and regulations regarding 3.1 import (if applicable), acquisition, transport, storage and use Unless otherwise agreed, the quality of the goods is of the goods. exclusively determined by BASF's product specifications. Identified uses under the European Chemicals Regulation 9. Delay in Payment REACH relevant for the goods shall neither represent an 9.1 agreement on the corresponding contractual quality of the Failure to pay the purchase price by the due date goods nor the designated use under this contract. constitutes a fundamental breach of contractual obligations. 3.2 9.2 The properties of specimens and samples are binding only In the event of a default in payment by Buyer, BASF is insofar as they have been explicitly agreed to define the entitled to charge interest on the amount outstanding at the quality of the goods. rate of nine (9) percentage points above the reference 3.3 interest rate (Romanian “rata dobanzii de politica monetara”) Quality and shelf-life data as well as other data constitute a as communicated by the National Bank of Romania (BNR) guarantee only if they have been agreed and designated as at the time when the payment is due if the amount is such. invoiced in RON, or at the rate of nine (9) percentage points above the base interest rate announced by the German 4. Advice Federal Bank at the time when payment is due if the amount Any advice rendered by BASF is given to the best of its is invoiced in euros or in any other currency. knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve 10. Buyer's rights regarding defective goods Buyer from undertaking its own investigations and tests. 10.1 BASF must be notified of any defects that can be 5. Prices discovered during routine inspection within four weeks of All BASF's prices are net, exclusive of any taxes, excises, receipt of the goods; other defects must be notified within charges or duties due for the supplies of goods or services four weeks after they are discovered. Notification must be in according to the applicable legislation which shall be borne writing and must precisely describe the nature and extent of by the Buyer and added on the invoicing date to the net the defects. 1 BASF SRL Telephone: +40 21 529 90 00 VAT no: RO 4952292 Floreasca Park Fax: +40 21 529 90 99 ORC: J40/ 26608/ 1993 43 Sos. Pipera E-mail: [email protected] BNP Paribas SA Paris Bucharest Branch Building A, 1st Floor RON IBAN: 014254, Bucharest - Romania RO48 FTSB 6448 0000 9800 1RON ucharest 1427862.9 Bucharest 1444911.1 General Conditions of Sale BASF SRL 10.2 12. Set off If the goods are defective and Buyer has duly notified BASF Buyer may only set off claims from BASF against an in accordance with item 10.1, Buyer has its statutory rights, undisputed or adjudicated counterclaim. provided that: a) BASF has the right to choose whether to remedy the 13. Continuation of business defect or supply Buyer with non-defective replacement If there are reasonable doubts as to Buyer's ability to pay, goods. especially if Buyer is in default of payment, BASF may, b) BASF may make two attempts according to lit. a) above. subject to further claims, revoke agreed credit periods and Should these fail or cause unreasonable inconvenience make further deliveries dependent on the provision of to Buyer, Buyer may either withdraw from the contract or sufficient security or advanced payment. demand a reduction in the purchase price. c) With regard to claims for compensation and 14. Retention of Title. Security reimbursement of expenses on a defect, item 11 applies. 14.1 10.3 In accordance with article 1684 of the Romanian Civil BASF and the Buyer specifically agree that Buyer's claims Code, title to the goods delivered shall not pass to Buyer for defective goods are subject to a period of limitation of before the purchase price has been paid in full. maximum one (1) year from the date of the receipt of the 14.2 goods. BASF reserves the right to require the Buyer and the Buyer commits upon such request, to provide additional In the following cases the legal periods of limitation apply security and to fulfill the legal formalities for such security instead of the one-year period: to be effective and opposable to third parties, in form and a) liability for wilful misconduct, substance satisfactory to BASF, in order to secure any b) fraudulent concealment of a defect, outstanding amounts under the sales agreement with c) claims against BASF relating to the defectiveness of BASF. goods that when applied to a building in the ordinary 14.3 manner caused it to be defective, In any of the aforementioned cases provided under this d) claims for damage to life, body and health caused by Clause 14, the Buyer undertakes to perform all necessary BASF's negligent breach of duty, or by wilful or negligent registration formalities with the public registries and notify breach of duty on the part of BASF's legal representative relevant debtors in order to ensure perfection of the or vicarious agent, retention of title and security in accordance with the law. e) claims for other damage caused by BASF's grossly negligent breach of duty, or by wilful or grossly negligent 15. Right of Access/Disclosure breach of duty on the part of BASF's legal representative At the request of BASF, Buyer shall provide all necessary or vicarious agent, information on the inventory of goods owned by BASF f) in the event of a Buyer's recourse claim based on pursuant to Clause 14 above. Furthermore, at the request of consumer goods purchasing regulations. BASF, Buyer shall identify on the packaging BASF’s title to the goods. 11. Liability 11.1 16. Late Payment BASF shall be generally liable for damages in accordance In the event of late payment by Buyer, BASF is entitled, with the law. In the event of a simple negligent violation of without rescinding the sales agreement and without granting fundamental contractual obligations, however, BASF's a period of grace, to demand the surrender of the goods liability shall be limited to compensation for typical, owned by BASF pursuant to Clause 14 above at Buyer's foreseeable losses. In the event of a simple negligent expense. violation of non-fundamental contractual obligations, BASF shall not be liable. The foregoing limitations on liability do 17. Force Majeure not apply to damage to life, body or health. To the extent any incident or circumstance beyond the 11.2 BASF's control (including natural occurrences, war, strikes, BASF is not liable to Buyer in case of impossibility or delay lock-outs, shortages of raw materials and energy, in the performance of its supply obligations if the obstruction of transportation, breakdown of manufacturing impossibility or the delay is due to orderly compliance of equipment, fire, explosion, acts of government), reduces the regulatory and legal obligations in connection with the availability of goods from the plant from which the BASF European Chemicals Regulation REACH being triggered receives the goods such that BASF can not fulfill its by Buyer. obligations under this contract (taking into account on a pro rata basis other supply obligations), BASF shall (i) be relieved from his obligations under this contract to the extent 2 BASF SRL Telephone: +40 21 529 90 00 VAT no: RO 4952292 Floreasca Park Fax: +40 21 529 90 99 ORC: J40/ 26608/ 1993 43 Sos.