General Terms and Conditions of Sale of Kuraray Europe GmbH
1. Offer and conclusion of contract, written form

4. Reservation for supply on our own.
a) For our present and future deliveries to the buyer, the following terms
If our pre-supplier fails to provide us with goods or raw materials
and conditions shall apply exclusively. Conflicting or divergent terms
which are a part of the contractual product, or the delivery occurs notand conditions of the buyer shall not become part of the contract, evenin a way as contractually agreed or not in time without us being reif we do not expressly contradict them. In addition to our Generalsponsible for it, we are released for the duration of the disturbance andTerms and Conditions of Sale, the statutory provisions applicable inin its extent from our contractual obligations or can withdraw from thethe individual case, the Uniform Rules and Customs for Documentary
contract. We are obliged to inform the customer immediately about
Credits (ERA) in the latest version as well as the INCOTERMS 2020
the non-availability of the product and to refund considerations reshall apply.
ceived from the customer. If we invoke the reservation for supply onb) Our offers are non-binding. The contract is concluded only with ourour own, the buyer is entitled to cancellation of the affected delivery.
order confirmation or through our performance, unless a written contract has already been concluded.
5. Force majeurec) Amendments and supplements to the terms of the contract require the a) Unforeseen operating disruptions, delivery delays or delivery failures
written form to be effective.
of our suppliers, labor, energy or raw material shortages, strikes, lockouts, transport difficulties, traffic disturbances, governmental orders,
2.Scope of performance, guarantees and quality
embargoes, boycotts and other cases of force majeure free for the dua) Our order confirmation, and, in the absence of such, our invoice shallration of the disturbance and the extent of its effect the affected party
define the scope of the performance. Delivery dates are non-binding,from the obligation of delivery or acceptance, unless they are culpably
unless they have been expressly designated as binding by us. Delivery
caused by the liable party.
is conditioned upon timely and proper performance of all duties of the b) If the delivery or acceptance is delayed by more than one monthpurchaser and the fact that all technical questions are clarified. The
pursuant to subsection a), each of the parties are entitled to withdraw
plea of non-performance of the contract remains reserved. The quality
from the contract with regard to the quantity affected by the deliveryof the ordered goods is determined exclusively according to the standor acceptance disruption, to the exclusion of all further claims, unlessard specification, unless a different specification has been agreed on.
such party is responsible for the performance impediment.
b) We are entitled to partial delivery insofar as this is reasonable for the c) We are not obligated to procure the goods from third parties.
buyer according to the circumstances of the individual case. The invoices issued for such partial delivery are to be paid irrespective of the 6. Transfer of risk
total delivery.
Unless otherwise stated in the order confirmation, delivery is agreedc) Product details and usage criteria in catalogs, leaflets, safety data
"ex works".
sheets and other information material which we make available to thebuyer as well as product descriptions are neither to be understood as 7. Proprietary reservation
guarantees for a particular quality of the goods nor as a mere agree- a) We retain title to the goods delivered by us (hereinafter referred to as
ment on the quality; any guarantees or agreements respective quality"title retention goods") until payment of all monetary claims arisingneed to be expressly agreed in writing. The same applies to samples
from the business relationship with the buyer, including accessory
and specimens handed over to the buyer.
claims, claims for damages and redemption of checks and bills of exd) The buyer is to decide on the suitability of the goods for a specificchange. The retention of title shall also remain in force if individual
purpose. Information provided during consultation by us does not exclaims of the seller are included in a current account and the balance
empt the buyer from carrying out his own tests and trials.
is drawn and recognized.
e) If not otherwise agreed shipment shall be “ex works” (INCOTERMS
In case of breach of contract by the buyer, in particular in case of de2020 EXW).
fault of payment, we are entitled to withdraw the title retention goods.
The withdrawal of the title retention goods by us implies a rescission
3.Prices and payment / set-off / right of retentionof the contract. Upon redemption of the goods, we are entitled to exa) If not otherwise agreed the prices shall be ex works (INCOTERMS
ploitation of the goods. The proceeds from the sale – minus appropri2020: EXW), excluding packaging which is charged separately. The
ate costs for realization – are to be deducted from buyer’s liability.
weight / quantity of the delivery are decisive for the calculation.
Any processing of the title retention goods shall be free of charge onb) The statutory value added tax is not included in our prices; it will be
our behalf. We are considered the manufacturer according to § 950
shown separately on the invoice at the statutory rate on the date ofGerman Civil Code (BGB) and directly acquire ownership of the newinvoicing.
ly manufactured items.
c) Payments have to be effected according to SEPA Business-toIn the case of processing of other goods by the buyer which are notBusiness Direct Debit Scheme. The Buyer is obligated to provide us
our property, we are entitled to co-ownership of the new item in thewith a valid SEPA Direct Debit Mandate.
ratio of the invoice amount (including value-added tax) of our goodsd) Unless otherwise stated in the order confirmation, the purchase priceto the other processed goods at the time of processing.
is due net (without deductions) within 30 days of the invoice date. The
If title retention goods are combined, mixed or blended in accordance
statutory provisions regarding the consequences of default in payment
with §§ 947, 948 BGB (Bürgerliches Gesetzbuch, German Civil
apply.
Code) with goods which do not belong to us, we shall become coe) The deduction of discount requires a separate written agreement.
owners in accordance with the legal provisions. If the buyer acquiresf) Bills of exchange will only be accepted subject to prior writtensole ownership by combining, mixing or blending, he already transagreement, on account of performance and with reservation as to thefers co-ownership to us according to the ratio of the value of oureligibility for central bank credit. The buyer bears all costs incurred
goods (invoice amount including VAT) to the other commodity at thefor redemption of bills of exchange and for remittal.
time of the compounding, blending or blending,g) In case of default of payment as well as in case of other reasonable
In such cases, the buyer shall keep the property owned or co-owned
doubts as to the solvency or creditworthiness of the buyer, we are enby us, which is also deemed to be title retention goods within thetitled, without prejudice to our other rights, to demand advance paymeaning of the provisions of section 6, free of charge.
ment for deliveries or services not yet carried out and to demand pay- b) The buyer assigns the receivables from the resale of title retention
ment of all claims resulting from the business relationship immediategoods to us in the amount of the value of the title retention goods - ifly. Our delivery obligation is suspended as long as the buyer is in arnecessary in the proportion of our co-ownership share in the soldrears with a due payment.
product - to secure all our claims from the business relationship. Theh) The set-off for any counterclaims which are disputed by us and whichclaim assigned to us by the buyer also relates to the recognized balare not legally established is not permissible. The buyer is entitled to aance and, in the event of the insolvency of the buyer, to the "causal"
right of retention only insofar as his counterclaim is based on the samebalance which then exists. We accept the assignment.
contractual relationship.
c) The buyer is only entitled to transmit the title retention goods in theordinary course of business on the basis of a purchase contract or acontract for work if the receivable from the resale is passed on to us.
The buyer shall not be entitled to any other disposal of the title retention goods.
The buyer remains, in addition to us, empowered to collect the receivables. We undertake not to collect the receivables as long as the buyer
complies with his payment obligations, is not in default with payment,
no application for the opening of insolvency proceedings is filed andno other performance deficiency exists. However, if this is the case,the buyer is to notify us of the assigned claims and the debtors, makeavailable all the necessary information for collection, hand over the
related documents and notify the debtors (third parties) of the assignment. Furthermore, the buyer must provide all information on thestock of title retention goods and, at our request, to designate goods
owned by us as such.
d) If the realizable value of the collateral assigned to us exceeds theclaim to the buyer by more than 10%, we are obligated to release collateral at our discretion at the request of the buyer or a third party affected by the our excess security.
e) The buyer bears the risk for the goods delivered by us under retentionof title. He is obligated to keep the goods free of charge and to insure
them adequately against loss (theft, fire, etc.). He assigns to us theclaim against the insurance in the event of a loss upon conclusion of
the purchase agreement, namely a first-rate partial amount equal to thepurchase price of the goods delivered by us and in our property. We
accept the assignment.
f) If – in the case of a delivery abroad – the retention of title is not permitted in the above-mentioned extent, our above-mentioned rights arelimited to the legally permissible extent in the country of the buyer. At
the very least, the goods are delivered under simple retention of title,
i.e. the goods remain our property until payment for respective goods
has been effected.
8. Deficiency claimsa) The buyer has to check whether the delivered goods are suitable forthe intended purpose and are in accordance with the contract. The obligation to inspect and report the defects in accordance with § 377
HGB (Handelsgesetzbuch, German Code on Trade Law) applies aswell to the buyer, who is entrepreneur but not a merchant in the senseof the law.
b) Defects are to be reported to us in writing in case of patent defects
within two weeks after receipt of the goods and in case of hidden defects immediately upon detection. Packaging damage and loss ofgoods shall be noted in the shipping documents or notified to the delivering freight forwarder and to us not later than on the 6th day after
receipt.
c) If duly reported defects in the delivered goods will – at our option,
taking into account the interests of the buyer – be remedied by rectification of the defect or by delivery of defect-free goods. If thesemeasures do not finally lead to success, the buyer is entitled to thestatutory rights, in particular the right of reduction and withdrawal.
d) Goods which were reported as defective may only be returned with
our express consent. In the case of justified complaints, we will reimburse the costs of the lowest cost shipping option.
e) The limitation period for claims for defects is 12 months, calculated
from the transfer of risk. This does not apply if the purchased item
was used for a building in accordance with its usual manner of use
and caused its defectiveness. Mandatory statutory provisions on limitation such as liability for the assumption of a guarantee, liability for
intentional and grossly negligent acts, for injury to life, body orhealth, liability under the Product Liability Act and the regulations on
the sale of consumer goods, in particular the supplier recourse according §§ 478, 479 BGB, remain unaffected.

the buyer trusted or could have trusted to be fulfilled. In the case of
simply negligent violation of non-essential contractual obligations ourliability is excluded.
c) The above limitation of liability does not apply in the event of damage resulting from injury to life, body or health or in cases of mandatory legal liability, in particular under the Product Liability Act or in
the case of a guarantee.
d) Other liability claims - for whatever legal reasons - are excluded.
This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches or due totort claims for compensation for property damage in accordance with§ 823 BGB. The limitation according to subsections a) and b) above
also applies insofar as the buyer instead of claiming compensation forthe damage, demands compensation for useless expenditures.
e) Insofar as liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
10. Statute of limitations
Claims against us from breaches of contractual obligation for which
we are responsible and are not subject to claims based on defects shallbe subject to a limitation period of one year. The statutory provisions
apply for the start of the limitation period. Mandatory statutory limitation rules, e.g. liability for intentional and gross negligence, for theviolation of life, body or health, violation of essential contractual obligations, liability under the Product Liability Act and the regulations
on the purchase of consumer goods. The limitation period for claims
for defects shall be determined according to section 7 e) of these conditions of sale.
11. Intellectual Property Rights / Trademarks / Advertising
When using our goods, the buyer must take into account all existing
industrial property rights (in particular, trademarks and patents).
Product names and, in particular, trademarks, in which we are entitled
to exclusive rights to protection or to use or which are left to us foruse, may only be used with our express written consent in connection
with the products manufactured by the buyer. Notices of the buyer onbusiness relations with us for advertising purposes require our explicit
written consent.
12. Security
If our goods fall under the Hazardous Substances Ordinance, the buyer is obligated to observe our product-specific safety data sheet duringstorage and processing, or in case of resale of the goods to transmit
the data corresponding to the purchaser. Latest safety data sheets areavailable from us. Insofar as the goods delivered by us are classified
as dangerous goods, they may be stored and transported only in theapproved packaging and transport means as well as with the mandatory labeling.
13. General provisionsa) Should any provision of these terms and conditions be or become
invalid, this shall not affect the validity of the other provisions ofthese terms and conditions and of the contract.
b) The law of the Federal Republic of Germany shall apply exclusively.
The applicability of the United Nations Convention on Contracts for
the International Sale of Goods (CISG) is excluded.
c) The place of performance for our delivery obligations is the placefrom which delivery takes place.
d) If the buyer is a merchant, jurisdiction is at our place of business;
however, we are also entitled to sue the buyer at his place of businessor in the case of natural persons at his place of residence. This also
applies to documentary, bill of exchange and check processes.

9. Liabilitya) For damages we are liable according to the legal regulations, if the Kuraray Europe GmbH, May 2021
buyer claims damages, which are based on intent or gross negligence,
including intent or gross negligence by our representatives or vicarious agents. Unless deliberate breach of contract is involved, the liability for damages shall be limited to the foreseeable, typically occurring
damage.
b) We are liable according to the statutory provisions, insofar as we
culpably breach an essential contractual obligation; in this case as well
the liability for damages is limited to the foreseeable, typically occurring damage. An essential contractual obligation means an obligation