1. Applicability

1.1. These general terms and conditions of sale ("Conditions") govern the offering, sale and delivery of all goods ("Goods") from or on behalf of our Company ("Company") to you, the customer ("Customer") through Company’s web platform (the "Web platform"). Company and Customer are hereinafter also referred to individually as a "Party" and collectively as the "Parties"). Only Customers that have been provided specific log in details by Company can place orders on the said Web platform.

1.2. Unless to the extent explicitly otherwise agreed in writing by authorized representatives of Company, these Conditions constitute the entire understanding between Company and Customer with respect to the subject matter hereof, and supersede all prior representations, negotiations, understandings, agreements and undertakings, whether written or oral, with respect to the subject matter hereof. Any communication or conduct of Customer which confirms an offer for the delivery of Goods by Company on the Web platform, shall constitute an unqualified acceptance by the Customer of these Terms and Conditions.

1.3. Any use in whatever form of the Web platform, any communication or conduct of Customer which confirms an agreement for the delivery of Goods by Company, as well as acceptance by Customer of any delivery of Goods from Company shall

1.4. The Conditions prevail at all times over the order or purchasing or any other general or specific terms and conditions of Customer even when the latter (i) were communicated to Company prior to the communication of the Conditions to Customer; (ii) explicitly exclude the applicability of the Conditions and/or (iii) were not protested by Company.

1.5. Company shall be entitled to update and/or amend these Conditions regularly and by and as of the moment of notifying Customer of such update or amendment or by sending Customer the updated or amended Conditions with at least 30 days notice; these revised Conditions shall apply to all dealings between Company and Customer.

1.6. The protection of the Customer's personal data is subject to our separate privacy policy which can be found here: Privacy Policy. In addition, the general use of the Web platform is subject to Terms of Use Terms and Conditions. By placing orders on the Web platform, Customers expressly agrees that his personal data may be stored in the United States of America. Customer should furthermore obtain all consents from its employees, agents, etc. as are necessary to enable the Company to process their personal data as defines in Company’s Privacy Policy. Customer shall provide those persons with a copy of the Privacy Policy. Company has taken all necessary measures to ensure that such transfers and storage are in compliance with the European data protection legislation, namely the General Data Protection regulation (“GDPR) and transfers are made in compliance with the European Model Clauses in relation to residents from the European Union member countries, European Economic Area (“EEA”) and Switzerland.

2. Quotations, orders and contracting

2.1. Quotations issued by Company (in whatever form) merely constitute an invitation to Customer to place an order and are not binding upon Company, are revocable and subject to change without notice. Orders are not binding until accepted by Company in writing ("Confirmation"). Company shall be entitled to refuse an order without indication of its reasons. Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries. Once an order is accepted, it could only be modified or cancelled with Company’s prior agreement.

2.2. Any samples supplied to Customer are supplied solely for information purposes and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, fitness for any purpose or shall in no way imply a sale by sample.

2.3. Statements and agreements made by employees, officers, representatives and/or agents of Company are not binding on Company unless to the extent that these are confirmed or made in writing by a duly authorized representative of Company.

2.4. Ordering Process:

• Log in to the Customer Portal using your designated and unique username and password.

• Select the ‘Create Order’ category on the home portal page.

• Enter your PO number, desired products and quantities. In any case the quantities have to comply with any Minimum order value (“MOV”) indicated by Company. Your order will ship out in accordance to your already existing lead time. If you would like to change your requested delivery date to within eight weeks of the order entry you can do so by clicking the link below your PO number. Such modifications would however be subject to Company’s approval and only be possible before the Order has been shipped. Delivery charges will be in line with usual terms applied to Customer.

• Click on ‘continue’ to verify and submit your order.

• Take the opportunity to review your order, if any changes need to be made you can select ‘Modify’ to do this.

• BEFORE SUBMITTING your order take a chance to look over all of your order details including Shipping address, Purchase order number, Material numbers, Pricing and quantities. If you order is not correct you can contact your Customer Service Representative for assistance

• Click on ‘Submit’ order to process.

• At the top of the following screen your order number will appear, it is at this point your order has been received (although still subject to Order Receipt Confirmation ). Please keep this number for future reference and inquiries.

Any order placed via the Web platform, and Receipt of which has been confirmed, will always have to be confirmed by Company in writing in order to become binding.

3. Delivery and acceptance

3.1. Unless otherwise set out in the Confirmation or any other document accepted in writing by Com pany, all deliveries of Goods shall be made under the specific term(s) of the INCOTERMS 2010 published by the International Chamber of Commerce at Paris, France. Customer shall accept the Goods upon delivery.

3.2. Goods are delivered in the packaging as determined by Company and, as the case may be, subject to pre-payment by Customer.

3.3. Unless otherwise set out in the Confirmation or any other document accepted in writing by Company, any times or dates for delivery by Company are estimates and shall not be of the essence. In no event shall Company be liable for any delay in delivery, unless otherwise governed under applicable law. Delay in delivery of any Goods shall not relieve Customer of its obligation to accept delivery thereof and shall not justify a price reduction nor a claim for damages.

3.4. Company is entitled to deliver the Goods in parts and to invoice separately. In the event of deviations in quantity of the Goods delivered from that stated in the Confirmation, Customer shall not be entitled to refuse the Goods. Customer is obligated to pay the rate specified in the Confirmation for the quantity of the Goods delivered.

4. Transfer of risk and property

4.1. The risk in the Goods shall pass to Customer as per the applicable Incoterm.

4.2. Notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to Customer until Company has received in cash or cleared funds payment in full for all Goods delivered to Customer under this and all other contracts between Company and Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between Company and Customer under which the Goods were delivered.

4.3. Goods for which delivery is suspended pending payment by Customer, as well as Goods of which delivery is wrongfully rejected or not accepted by Customer, shall be held and stored by Company at the risk and expense of Customer.

4.4. In the event of termination as specified under article 8 of these Conditions, Company will without prejudice to any other rights of Company, be entitled to require immediate re-delivery of the Goods for which it may invoke a retention of title.

5. Prices and payment

5.1. Prices, rates and currencies are as set out in the Confirmation.

5.2. In the event the prices and rates are denominated in Euro and the Euro has ceased to be a lawful currency (either in part or as a whole), the prices and rates for the Goods as well as any other amount referred to in these Conditions will be automatically converted into United States Dollars (USD) using the exchange rate EUR/USD effective the day before the Euro has ceased to be a lawful currency. In the event the conversion to USD is not possible, Customer shall indemnify Company for any loss suffered by applying an unfavorable compulsory exchange rate.

5.3. Unless otherwise set out in the Confirmation or any other document accepted in writing by Company, Company’s prices include standard packaging but do not include value added tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Goods or the delivery thereof ("Taxes"). The amount of any Taxes levied in connection with execution of these Conditions and/or the sale of the Goods to Customer shall be for Customer’s account and shall be added to each invoice or separately invoiced by Company to Customer.

5.4. Company reserves the right to change prices relating to Goods still to be delivered, when the cost for production and/or commercialization thereof has increased. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by Company from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums.

5.5. Unless otherwise set out in the Confirmation or any other document accepted in writing by Company, payments are due thirty (30) calendar days as of the invoicing date.

5.6. In the event invoices are not paid by their due date, without prejudice to any other rights or remedies of Company, Company will automatically charge Customer

(a) interest on overdue amounts, without prior notice, at a rate equal to the Reference Interest Rate applied by the European Central Bank plus at least eight (8) percentage points. The applicable Reference Interest Rate is the European Central Bank's main refinancing rate. Outside the Euro zone, the rate is set by the relevant national central bank. The reference rate on 1 January applies until 30 June while the reference rate of 1 July applies until 31 December. In case the European Central Bank’s Reference Interest Rate ceased to be a lawful reference interest rate, the total interest on overdue amounts will amount to 8%.

(b) the judicial and extrajudicial costs (including but not limited to collection agency and legal fees, notary public expenses) and incurred by Company in relation to the collection of the outstanding amounts due. A minimum fixed amount equivalent to € 40 will always be charged as compensation for recovery costs.

5.7. Any complaint with respect to the invoice must be notified to Company within eight (8) calendar days after following receipt of the invoice. Thereafter Customer shall be deemed to have approved the invoice.

5.8. Company may set off any sums due by Customer against any sums due by Company to Customer. All payments made by Customer or any refunds due to Customer may be applied first in settlement of any interest due, and secondly, by Company in its absolute discretion in reduction of any amounts due to Company on any account whatsoever. To the maximum extent permitted by applicable law, Customer waives its set-off rights of whatever kind or nature it may have against Company's claims for payment.

5.9. At all times Company has the right without prior acceptance by Customer, to introduce a minimum order value which may differ depending on the nature and amount of Goods purchased by Customer and/or impose a minimum charge for delivery of the Goods to Customer.

6. Conformity, warranty and liability

6.1. On delivery and during the handling, use, processing, transportation, storage and sale of the Goods ("Use"), Customer shall examine the Goods and satisfy itself that the Goods delivered meet the specifications for the Goods agreed in writing or, in the absence thereof, to the most recent specifications, if any, held by Company at the time of delivery of the Goods ("Specifications"). Complaints about the Goods shall be made in writing and must reach Company not later than eight (8) calendar days from the date of delivery. The Use shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods.

6.2. Company solely warrants that, on the date of delivery, the Goods shall conform to the Specifications. If and to the extent Goods fail to meet such warranty, Company may at its own option either repair or replace the Goods at no charge to Customer, or issue a credit for any such Goods in the amount of the original invoice price.

6.3. The foregoing warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose, or absence of infringement of any claim in any intellectual property right covering the Goods.

6.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY FOR ANY CLAIM, LIABILITY OR EXPENSE OF ANY NATURE SHALL NOT EXCEED THE SUM OF CUSTOMER’S PAYMENTS FOR THE PORTION OF THE GOODS THAT ARE THE SUBJECT OF THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DISRUPTION OF THE BUSINESS, CLAIMS FROM THIRD PARTIES, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, LOSS OF SAVINGS, OF COMPETITIVE ADVANTAGE OR OF GOODWILL WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF OTHER CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.5. Nothing in these Conditions shall exclude or limit Company's liability for fraud and willful misconduct.

7. Information, Use and changes

7.1. Customer acknowledges that data in Company's catalogues, specification sheets and other descriptive publications distributed or published on its websites by Company, may be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Company in relation to the Specifications, the Goods and the Use thereof shall be furnished for the accommodation of Customer only. Customer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.

7.2. Customer acknowledges that the Use may be subject to requirements or limitations under applicable law. Customer shall be exclusively responsible for ensuring compliance with all applicable laws associated with the intended Use as well as obtaining all necessary approval and permits for such Use.

7.3. Company reserves the right to change or modify the Specifications, construction and/or manufacture of Goods and to substitute materials used in the production and/or manufacture of Goods from time to time without notice.

8. Suspension and termination

If

(a) Customer is in default of performance of its obligations towards Company;

(b) Company has reasonable doubts with respect to Customer’s performance of its obligations to Company and Customer fails to provide to Company adequate assurance of Customer’s performance before the date of scheduled delivery and in any case within thirty (30) calendar days of Company’s demand for such assurance; or

(c) Customer becomes insolvent or unable to pay its debts as they mature, or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation) or any bankruptcy proceeding shall be instituted by or against Customer or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Customer or if Customer enters into a deed of arrangement or makes any assignment for the benefit of its creditors, without prejudice to any other rights and/or remedies of Company,

Company may by notice in writing forthwith

(a) demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose Customer hereby grants an irrevocable right and license to Company to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of Customer; and/or

(b) suspend its performance or terminate the Confirmation for outstanding delivery of Goods unless Customer makes such payment for Goods on an in advance basis or provides adequate assurance of such payment for Goods to Company, without any intervention of courts being required and without liability for Company of whatsoever kind arising out of or in connection with such suspension or termination,

and, in any such event, all outstanding claims of Company shall become due and payable by Customer immediately with respect to the Goods delivered to Customer and not re-possessed by Company.

9. Personal data

9.1. Any personal data provided by Customer will be processed with a view to the performance of the orders placed under these Conditions and related customer management and the sending of any other communication relevant under these Conditions as well as advertisements or other commercial or promotional messages (direct marketing) relating to Company or other companies in the group of which Company is a member or their business partners. The personal data may be transferred to other companies in the group of which Company is a member or to business partners of Company. Any such transfers will at all times comply with the applicable legislation.

9.2. The legal right of access, correction and objection to use for direct marketing may be exercised by submitting a written, signed and dated request to this effect, to Company at its registered office.

10. Health, Safety and Environment (HSE) and regulatory

10.1. If applicable only, Company shall provide Customer with the Goods' Safety Data Sheets in the event required under applicable law and upon Customer's request. Unless required otherwise by applicable law, the Safety Data Sheets shall be provided in English only.

10.2. Customer shall provide its users with the Safety Data Sheets and other information relating to health, safety and environment as provided by Company.

10.3. Customer shall comply with, and is responsible for ensuring that its users comply with, any guidelines, recommendations, requirements and instructions as to the Use as (a) referred to in the Safety Data Sheets provided to Customer; (b) provided to Customer as part of any information relating to health, safety and the environment, and/or c) imposed by applicable law.

11. Incentive programs (i.e. rebates, co-operative advertising or other remunerative or financial incentive)

11.1. In case Company has agreed to grant any rebates and/or additional discounts to Customer in relation to the commercial relationship, such rebates and/or additional discounts will be paid only if claimed by Customer within 12 months from the moment they become due. Should Customer fail to claim any such rebates and/or additional discounts within the 12 months' time-limit, Customer is considered to have waived its rights as to the said rebates and/or additional discounts and these will no longer be due.

12. Intellectual property and confidentiality

12.1. The name(s), trademark(s) and trade name(s) utilized and/or owned by Company and all intellectual property rights and/or other right, title and interest therein, are the sole property of and vest in Company and/or its licensors. Unless expressly otherwise agreed, Customer shall not use the name(s), trademark(s) or trade name(s) utilized by Company in the conduct of its business without prior written acceptance by Company.

12.2. Customer recognizes that the intellectual property rights to the Goods and their packaging are and will remain the exclusive property of Company and that Customer is not permitted in any way to reproduce or to alter Goods or any possible, related design, hardware, software, layout, text, files, data, databases, codes, works, topography, domain name, drawings, brand names, logos and/or images without the prior written consent of Company. Customer must keep the statements of ownership in the Goods, their packaging, the related documents and instructions in good condition.

12.3. The sale of the Goods shall not, by implication or otherwise, convey any license under any intellectual property right relating to the compositions and/or applications of the Goods, and Customer assumes all risks of any intellectual property infringement by reason of the purchase and/or Use, whether singly or in combination with other materials or in any processing operation.

12.4. Customer shall not disclose, publish or disseminate the terms of these Conditions (including any applicable commercial term) without Company's prior written consent. This obligation of confidentiality shall not apply to information that is part of the public domain or in the event disclosure is required under applicable law or order of competent authority or court. This obligation of confidentiality shall remain applicable even after termination of these Conditions.

12.5. Customers based in the European Economic Area (“the EEA”) are not allowed to sell to any customer based in the EEA any Goods obtained from any source outside the EEA bearing the trademarks owned by Company or Company’s affiliates, unless Company or Company’s affiliates have clearly consented to the sale of those specific Goods in the EEA. Furthermore, for such EEA based customers appointed to serve any Territory within the EEA, it is specifically agreed that Company does not grant its consent to the sale of the Goods outside of the EEA and it reserves the right to take all necessary legal actions (including, but not limited to, injunctions and actions for damages) to ensure the maximum protection of its valid intellectual property rights, including its trademark rights. Customers expressly agree and further undertake to communicate this obligation to their customers.

12.6. If the Territory is a non-European Economic Area country, the Goods are sold only for distribution in the Territory. Unless otherwise specified and agreed by Company or Company’s affiliates, Customers based outside the EEA are not allowed to sell to any customer in the EEA any Goods bearing the trademarks owned by Company or Company’s unless they have clearly consented to the sale of those specific Goods in the EEA.

13. Force Majeure

13.1. Company shall not be liable for any damage, loss, claim, demand, cost, tax or expense of whatever nature suffered or incurred by Customer arising out of or in connection with the non-compliance or delay in compliance of obligations resulting from an act or event beyond the reasonable control of Company, its agents or contractors or their sub-agents and sub-contractors, affecting the performance by Company of its obligations hereunder, including without limitation disaster, fire, flood, earthquake, elements of nature, acts of God, actual or threatened terrorist attacks, acts of war, sabotage, explosion, riots, civil disorders, rebellions, revolutions and strikes, lockouts or labor disputes, government acts, accident or breakdown of plant or machinery, shortage of materials, failure by a utility provider (including electricity, gas, network or telecom provider) to provide services and any actions or omissions of third parties beyond its reasonable control.

13.2. Upon the occurrence of an event of Force Majeure, the suffering Party shall promptly inform the other Party by written notice thereof specifying the cause of the event and how it will affect either Party's obligation.

14. Independent contractors

14.1. Company and Customer are independent contractors, and the relationship created hereby shall not be deemed to be that of principal or agent. No sale to or obligation of either Party towards a third party shall in any way bind the other Party.

15. Assignment

15.1. Customer shall not, without Company's prior written consent, assign, transfer or novate any of its rights, liabilities or obligations hereunder. Company has the right to assign, transfer or novate any of its rights, liabilities or obligations hereunder.

16. Survival

16.1. The parties’ rights and obligations shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, directors, officers, employees, agents and legal representatives. Termination of one or more of the rights and obligations of the parties, for whatsoever reason, shall not affect the provisions of these Conditions which are intended to continue to have effect after such termination.

17. Notifications

17.1. The addresses declared under these Conditions by the Parties, are their permanent notification addresses. The Party changing its address must inform the other party of the change in writing. If the Parties fail to make such notification, any notifications made to the above addresses shall bear legal effects of a notification made in accordance with the Notification Law. The notices shall be in written form and send via notary public to the addresses.

18. Severability

18.1. If a provision of these Conditions is finally determined to be, or becomes, invalid, illegal or unenforceable, then such provision shall, if possible, and insofar as such clause is invalid, illegal or unenforceable, be replaced by a valid, legal and enforceable clause reflecting as close as possible the initial intentions of the original provision to the maximum extent permitted by law. If the invalid, illegal or unenforceable provision cannot be validly replaced, then no effect shall be given to said clause and it shall be deemed not to be included in these Conditions, such without affecting or invalidating the remaining provisions of these Conditions.

19. Language

19.1. These Conditions have been drawn up in English and to the extent permitted by applicable law its provisions will be interpreted in accordance with their generally accepted meanings in

19.2. The English language. Likewise, to the extent permitted by applicable law, any translation of these Conditions is for the convenience of Customer only and shall not be binding towards any Party. In the event of any inconsistency between the English original and its translation, the provisions of the English version shall prevail.

20. Waiver

20.1. The rights and remedies of each Party under, or in connection with these Conditions may, unless otherwise specified, be waived only by express written notice to the other Party. Any waiver shall apply only in the instance, and for the purpose for which it is given. No right or remedy under, or in connection with, these Conditions shall be precluded, waived or impaired by (i) any failure to exercise or delay in exercising it; (ii) any single or partial exercise of it; (iii) any earlier waiver of it, whether in whole or in part; or (iv) any of the above in relation to any other right or remedy (be it of similar or different character).

21. Governing Law and Jurisdiction

21.1. These Conditions are governed by, and construed in accordance with, the national laws of the Country where Company is located, without reference to the conflict of law rules. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The courts of the city where the Company has its registered offices shall have exclusive jurisdiction to settle any and all disputes which may arise out of or in connection with these Conditions.