General Sales Conditions I. General 3. The Seller shall retain the intellectual 1. These General Sales Conditions shall apply property rights and exclusive title to any to all sales of pumps and other equipment engineering documents prepared by Seller in (“Goods”) by the Seller, as well as any connection with the Contract, and such rights engineering, consulting, installation or and title shall not be transferred by the Buyer supervision of installation and remote control to a third party without the Seller’s written and hotline services with regard to the Goods approval. sold (“Services”). The general purchase conditions of the Buyer, changes or additions 4. Unless expressly agreed in writing by the to these General Sales Conditions and other Seller, the Seller shall not be obligated to agreements with respect to the Goods and provide the Buyer with any environmental Services are specifically rejected and shall not impact measurement or calculation in bind the Seller unless they are confirmed in connection with the Contract. writing by the Seller in the contract documents pertaining to the sale (the “Contract”). III. Effective Date - Scope of Supply 2. The trade terms shall be construed 1. The Contract shall become effective on the according to the International Chamber of occurrence of the following, as applicable (the Commerce INCOTERMS (“ICC INCOTERMS”) “Effective Date”): valid at the date of formation of the Contract. a) after receipt of Buyer’s order, on the date of issuance of the Order Confirmation by the II. Product Information, Drawings, Seller; or Description and Ownership b) if the Seller has submitted a written offer with a time limit for acceptance, on Buyer’s 1. Any prices, data and technical information written acceptance of the offer within that included in Seller’s catalogues, estimates, time limit; or advertising materials, price lists or technical c) if a sale and purchase agreement is signed brochures, as well as all documents pertaining by the parties, on the date of the later party to Seller’s offer such as, but not limited to, to sign such agreement. drawings, descriptions, weights and measurements, are given for approximate 2. The scope of supply of the Goods and guidance only. They shall only be binding on Services shall be, in the case referred to in the parties if they are expressly provided for in Section 1 a), as stated in the Order the Contract. Seller reserves the right to Confirmation of the Seller; in the case referred change the price, shape, size or substance of to in Section 1 b), as stated in the offer; and in devices, machinery, machinery parts or spare the case of Section 1 c), as stated in such parts, drawings, lists and technical description agreement. which are contained in Seller’s catalogues, estimates, advertising materials, price lists, IV. Price and Payment – Termination for technical brochures or any other documents Convenience relating to information about the Goods and Services. 1. Except as otherwise stated in the Contract, the price basis shall be FCA Seller’s 2. Any drawings or technical documents manufacturing facility, warehouse or premises related to the Goods or their fabrication (“Seller’s Facility”). Any taxes (including value submitted by the Seller to the Buyer before or added taxes), customs and other duties, or after the formation of the Contract shall remain other charges imposed by Seller’s country or the exclusive property of the Seller. These the country of destination are for the account of drawings, technical documents or other the Buyer. technical information shall not be used by the Buyer without the prior written consent of the 2. Seller’s prices remain firm for a period of Seller, except for the installation, operation or three (3) calendar months after the delivery maintenance of the Goods, nor shall they be date set forth in the Contract. If delivery is copied, reproduced, transmitted or delayed for reasons not attributable to Seller, communicated to any third party by the Buyer. Seller may adjust the price for increased cost Any drawings or technical documents caused by the delay, such as storage costs, submitted by the Seller to the Buyer shall be exchange rates, etc. returned by the Buyer to the Seller upon request. CRYOSTAR USA – GENERAL SALES CONDITIONS 2014-10 Page 1 of 7 General Sales Conditions 3. The sales price shall be paid by the Buyer 590 shall apply for Stand-by Letter of Credits. to the Seller without any deduction, in All expenses connected with issuing, accordance with the payment terms as set amending, confirming (if any), negotiating and forth in, as applicable: maintaining of the first written demand bank guarantee of payment or the stand-by letter of a) the Order Confirmation, if the Contract is credit shall be borne by Buyer. made between the Buyer and the Seller by virtue of an order accepted by the The Buyer shall not be entitled to withhold or Seller; or set off payments due to the Seller in respect of b) the Seller’s offer, if such offer is accepted counterclaims disputed by the Seller. in writing by the Buyer, such acceptance being expressed within the time limit set In case of payment by letter of credit, payment forth in the offer; or shall be made under CFR/CIF (for marine c) the relevant clauses of the sale and transportation) or CPT (for other mode of purchase agreement between the Buyer transportation) ICC INCOTERMS. and the Seller. If the Buyer fails to pay by the due date, the 4. If payments are effected Seller shall be entitled to interest from the day - by an irrevocable letter of credit, such letter of on which payment was due. The rate of credit must be opened by Buyer in favor of interest shall be the lower of (i) one (1) percent Seller through a first-class bank to be per month or (ii) the highest rate allowed by approved by Seller. This letter of credit shall be law. The Seller may, after having notified the opened at the latest 30 days after signing the Buyer of the late payment in writing, suspend Contract and shall be payable at sight against Seller’s performance of the Contract until the shipping documents and the invoices. The Seller receives payment. If the Buyer has failed letter of credit shall be opened in the currency to pay the amount due within three (3) months of the Contract, shall have a minimum validity from the due date, the Seller shall be entitled of 3 months after expiry of the delivery time to terminate the Contract by written notice to according to VI and shall be extended if the Buyer and to claim compensation for the necessary. The letter of credit shall be in loss Seller has incurred. The compensation accordance with the terms of payment as shall not exceed the total sales price of the stated above. Moreover, the Uniform Customs Contract. and Practice for Documentary Credits, 2007 revision, ICC Publication N° 600, shall apply. V. Packing All expenses connected with opening, amending, confirming (if any), negotiating and Packing expenses shall be borne by the Buyer maintaining of the letter of credit shall be borne and no packaging material shall be returned to by Buyer, or Seller unless provided otherwise in the - by bank transfer or cash against documents, Contract. Failing any specific instructions in the such payment terms must be covered by a first Contract in this respect, Seller shall package written demand bank guarantee of payment or the Goods for shipment that in its judgment will a stand-by letter of credit issued by a first-class prevent any reasonably expectable damage to bank to be approved by Seller and notified the Goods. For ocean shipments, Seller shall through a first-class bank to be approved by apply packing standards MIL STD Method 50. Seller. This first written demand bank Buyer must ensure that the Goods remain guarantee of payment or this stand-by letter of packed and thoroughly protected under roof credit shall be issued at the latest 30 days after until installation. signing the Contract. The first written demand bank guarantee of payment or the stand-by VI. Acceptance Tests letter of credit shall be issued in the currency of the Contract, shall be in accordance with the 1. Acceptance tests provided for in the terms of payment as stated above and shall Contract shall, unless otherwise agreed, be have a minimum validity of 3 months after the carried out at the place of manufacture during payment’s maturity date and shall be extended normal working hours. If the Contract does not if necessary. Moreover, the Uniform Rules for specify the technical requirements, the tests Demand Guarantees (URGD), 2010 revision, shall be carried out in accordance with the ICC Publication N° 758, shall apply for first general practice in Seller’s industry in the written demand bank guarantee of payment country of manufacture. and Uniform Customs and Practice for Stand- by Letter of Credits, 1998 ICC Publication N° CRYOSTAR USA – GENERAL SALES CONDITIONS 2014-10 Page 2 of 7 General Sales Conditions 2. The Seller shall notify the Buyer of the date As a consequence for such cancellation, the of the performance of the acceptance tests in Seller shall be entitled to claim for cancellation due time to permit the Buyer to be represented costs, which shall include, but not be limited, to at the tests. If the Buyer is not represented, the the following costs: report of the result of the tests will be provided i. Incurred costs for engineering, manpower, to the Buyer and shall be deemed correct.