Identity of the company

WIPA Chemicals International NV (hereafter referred to as WCI)

Registered office: Durmakker 7, B-9940 Evergem, Belgium

Email: info@wci-nv.com

VAT-number: BE 0748.527.719

Number of Enterprise under Belgian law: 0748.527.719

1. Scope

1.1. These General Terms and Conditions apply to all our offers, order confirmations and agreements for the supply of our goods and/or services.

1.2. These General Terms and Conditions take precedence over the general (purchasing) conditions of the customer and/or any other third party, even if WCI has not explicitly rejected them.

1.3. If any provision of these General Terms and Conditions should prove null and void, in whole or in part, the remaining provisions will remain fully valid.

2. Offers and orders

2.1. The provided prices and offers are merely approximate and not binding for WCI. WCI can change them at any time until the acceptance of an order. No agreement is concluded unless and until WCI has confirmed an order in writing. Quotations shall be valid for a period of 60 days from the date of issue or (if different) the period specified in the quotation itself. They do not automatically apply to repeat orders.

2.2. Without the consent of WCI, offers may not be communicated to any third party.

2.3. By placing an order with WCI for the supply of any goods or any services, the customer declares to have accepted WCI’s general terms and conditions.

3. Prices terms

3.1. The stated prices are based on delivery ex works, Evergem, Belgium.

3.2. All prices are in euro (EUR) unless stated otherwise.

3.3. All prices are exclusive of VAT, other taxes, official levies and duties.

3.4. Where any international sale would be eligible for exemption from the Belgian value added tax ("BTW") it is the customer’s duty to comply with the necessary conditions, such as furnishing us with its national VAT registration number and proof of export from Belgium. If the customer does not comply with such conditions, WCI will charge VAT.

3.5. If one or more of the cost price factors is subject to an increase (even where this is the result of foreseeable circumstances) after the date of an offer, WCI has the right at all times, even after the agreement has been concluded but the goods or services have not yet been delivered, either to increase the agreed price accordingly or to declare the agreement dissolved in whole or in part without the intervention of the courts, without the customer having any right to compensation of any kind.

4. Payment

4.1. Unless agreed otherwise in writing, invoices are to be paid net in cash within 30 days of date of invoice, with no right of deduction or set-off.

4.2. WCI reserves the right to require advance payment or the provision of securities for first orders. WCI also reserves the right to require advance payment for subsequent deliveries if there is any doubt regarding the customer's creditworthiness or for other business reasons. If the requested advance payment is not provided and/or the securities requested are not provided to our satisfaction, WCI reserves the right to suspend performance of the agreement or to declare the agreement dissolved in whole or in part without the intervention of the courts and without prejudice to the other rights of WCI, including the right to full compensation, without any obligation on WCI to provide compensation of any kind. WCI may revoke or shorten any payment periods previously granted, if in our opinion this is justified in the given circumstances.

4.3. The customer does not have the right to suspend payment under any circumstances.

4.4. On the expiry of the payment period the customer is placed in default by operation of law and WCI’s claim becomes immediately due and payable. The customer is liable to pay interest at the Belgian legal interest rate in commercial matters, from the date that he is in default, without prejudice to his other obligations. Additionally, a surcharge of 10%, with a minimum of €100 shall be automatically applied as compensation for recovery costs. All legal and extrajudicial costs, including the costs of legal assistance, are for the customer's account.

5. Delivery and delivery date

5.1. Carriage of goods is wholly for the customer's account and risk. If and in as much as the customer does not promptly provide clear instructions on the manner of carriage, WCI is at liberty to determine these details herself.

5.2. WCI reserves the right to perform orders for the supply of goods and/or services in parts and invoice these part deliveries separately.

5.3. Delivery times are without obligation and cannot be considered as a commitment by WCI.

5.4. Failure to meet an agreed delivery time (for whatever reason) does not give the customer any right to be compensated or to unilaterally terminate the contract.

5.5. Solely as regards delivery time, goods are deemed to have been delivered when they are ready and waiting for consignment.

5.6. The quantity of bulk product actually delivered may vary by up to 10% above or below the quantity ordered by the customer. WCI will charge the price for the quantity delivered.

5.7. The customer is responsible for providing adequate labor and facilities at the delivery points for unloading goods and shall timely notify WCI in case of accessibility issues on the delivery location.

5.8. If transport costs are stated, these are intended to be indicative only and are subject to revision according to variation in fuel surcharge, additional hours after expiry of the free time for unloading etc.

6. Handling of the delivered products

6.1. The customer is responsible for the suitability of the recipient or installation to be filled with the product (e.g. cleanliness, leak tightness, capacity etc.).

6.2. Safety Data Sheets should be followed.

6.3. All storage and transport specifications have to be respected.

7. Force Majeure

7.1. War, interruptions to our business or our suppliers' businesses, strikes, lockouts, lack of basic materials, interruptions to transport, official measures and all other instances of force majeure release WCI from his delivery obligations and any liability for compensation of eventual damages for the duration of the disturbance or obstacle and to the extent of its consequences. Force majeure in the meaning of these general terms and conditions means any circumstance beyond our control that permanently or temporarily hinders performance of the agreement, even where that circumstance was already foreseen when the agreement was concluded.

7.2. If at the end of the state of force majeure the further performance of the agreement places an unreasonably onerous burden on either party, the party in question has the right to declare in writing within a period of 8 days that the agreement is partially or completely dissolved without the other party being entitled to any damages.

8. Complaints and liability

8.1. Subject to the restrictions stated in these terms and conditions, WCI guarantees that the supplied goods are free of production faults. WCI disclaims all other guarantees, express and implied, including but not limited to merchantability and suitability for a particular purpose.

8.2. The guarantee under clause 8.1 applies only to the customer, provided that he has met all his obligations towards WCI. It is not extended to subsequent purchasers or other third parties.

8.3. WCI is liable under the guarantee under clause 8.1 only for defects that can be shown by the customer to have arisen as a direct consequence of production errors.

8.4. Any complaint, of any kind whatsoever, about the goods supplied, including - but not limited to - non-compliance, visible defects or damage, must be reported by the customer in writing within a period of 72 hours after delivery and prior to using, processing, mixing, reselling, repacking or redistribution. After this period, the customer’s rights expire.

8.5. WCI’s obligation to remediate is limited to the replacement of the goods supplied, at the option of WCI, and without the customer being entitled to compensation. WCI can in no event be held liable for indirect damage, including but not limited to loss of profits and damage to third parties. WCI’s liability is in any case limited to the invoice amount of the goods supplied.

8.6. This guarantee does not apply if the delivered goods or any part of them have been misused, improperly used and/or stored.

9. Property provisions

9.1. The goods sold remain the property of WCI until full payment of the invoice. However, the customer is entitled to use the goods in the normal course of his business. He is obliged to inform us without delay if third parties assert rights to goods that are still our property.

9.2. In case of non-payment WCI retains the right to take back the goods delivered without any mediation of a Court.

9.3. All risks to which the goods are exposed shall pass to the customer upon delivery.

10. Jurisdiction and applicable law

10.1. All agreements between WCI and the customer and any disputes between the parties shall be exclusively governed by Belgian law.

10.2. Disputes between the parties as well as the interpretation and application of the contracts between WCI and the customer are subject to the exclusive jurisdiction of the Courts of Ghent.