GENERAL CONDITIONS OF SALE AND DELIVERY OF CHRYSAL USA, 4. Unless otherwise expressly agreed to in writing, payment shall be madewithout any discount or set-off, and within thirty (30) days after the date
Inc (“GCSD”)
of the invoice by (1) transfer of the amount due into a bank account in
the name of the Supplier to be designated by the Supplier, or by (2) any
Article 1 Applicability of the Conditions
other means of payment expressly accepted in writing by the Supplier.
1. These General Conditions of Sale and Delivery of Chrysal USA, Inc a
Florida corporation (“GCSD”) shall apply to any and all offers that are 5. Notwithstanding the provisions of Article 3.4, the Supplier shall at all times
be entitled to demand cash on delivery, or to require that the Customer uponmade by Chrysal USA, Inc., (hereafter referred to as the “Supplier”), andacceptance of the order by the Supplier grant security or collateral in any
any contract or agreement between the Supplier and a customer,
form the Supplier deems appropriate, at its discretion, for the performance by(hereafter “the Customer”) and any delivery of products or services
the Customer of any of its obligations in connection with or ensuing from therendered by the Supplier (hereafter referred to as “Products” andcontemplated transaction.
“Services” respectively), unless explicitly agreed otherwise in writing.
2. For the purpose of the GCSD “the Customer” shall mean: any individual 6. If the Customer fails to make timely payment of amounts due to Supplierafter expiration of payment terms extended to Customer by Supplier, theor legal entity who/that has entered into or wishes to enter into an
Customer automatically and without notice or presentment shall beagreement with the Supplier, its representatives, agents, assigns ordeemed to be in default, and default interest shall accrue and become
successors.
due on the amounts due as of the date of such default until fully paid at
3. The placement of a purchase order or an assignment implies the total andan interest rate of 1% per month or at the highest interest rate allowed
unconditional acceptance by the Customer of the GCSD, which will prevailby law (if higher than 1%). In addition, the Supplier shall be entitled toover any brochures, catalogues, and/or informative documents issued by therecovery of all reasonable attorneys’ fees and judicial and non-judicial
Supplier.
costs incurred in its efforts to collect such amounts due whether a lawsuit
4. The GCSD shall take precedence over any general (purchase) conditions ofor other legal proceedings are filled or not. The Supplier shall be paid by
the Customer. Any provision included in the Customer’s documentation
the Customer a minimum of USD 50, as a result of any effort to collectsubsequent to the Supplier’s commercial offer or purchase order which
the amounts due after default.
modifies the GCSD shall be considered null and void, unless specificallyagreed in writing by the Supplier.
5. To the extent that any provision of the GCSD or the application thereof to Article 4 Retention of Title
any Customer, person or entity is held to be inconsistent with any present or 1. Until payment of all amounts due by the Customer to the Supplier has
been made in full, the Products delivered to the Customer shall remain in
future law, rule, ruling or regulation of any court or governmental or regulatory
the ownership of the Supplier. If the Customer obtains actual possession
authority having jurisdiction over the subject matter, such provision shall beof the Products prior to payment in full, the Products shall be deemed todeemed to be modified to the minimum extent necessary to comply withhave been provided to the Customer on consignment, and the Suppliersuch law, rule, ruling or regulation, and the remainder of the provisions hereofat any time shall be entitled to demand that the Customer return theor their application except as to those as to which it is held inconsistent, shall
Products to the Supplier, or the Supplier may collect the Products were
not be affected. If any provision hereof is determined by a court, orheld by the Customer at the cost of the Customer.
governmental or regulatory authority having jurisdiction to be illegal,
unenforceable or void, and if the remainder of the provisions shall not be 2. Any Products delivered by the Supplier with respect to which it hasretained title, may be resold only in the normal course of business.
affected by such determination and is capable of substantial performance,then such void provision shall be deemed rescinded and each provision not 3 Until payment of all amounts due by the Customer to the Supplieraffected shall be enforced to the extent permitted by law.
has been made in full, the Customer shall not have the right to vest any
third party with rights in the Products without the expressed approval inwriting from the Supplier.
Article 2 Offers and Orders
1. All offers made by the Supplier, in any form whatsoever, are non-binding, 4. In the event that third parties wish to vest or exercise any rights (such as
but not limited to a right to possession, pledged collateral, garnishment, aunless otherwise expressly stated in writing including by electronic mail, (“insecured interest) in the Products delivered with respect to which title has
writing” or “electronic mail” here after referred to as “in writing”)
been retained by the Supplier, the Customer shall immediately send
2. The Supplier shall have no obligations towards the Customer, unless thewritten notice thereof to the Supplier.
Supplier has accepted or confirmed an agreement, an order or an
assignment in writing, the date of such written acceptance or confirmation 5. Until title to the Products has passed to the Customer, the Customer
shall:
being conclusive.
- store the Products separately from all other products held by the
3. With respect to agreements, arrangements, purchase orders, orCustomer so that they remain readily identifiable as the Supplier's
assignments that due to their nature or magnitude are not confirmed inproperty;
writing, the invoice pertaining thereto is deemed to correctly represent- not remove, deface or obscure any identifying mark or packaging on
the terms of the transaction, unless the Customer notifies the Supplier toor relating to the Products, andthe contrary in writing within 10 days after receipt of the invoice. Such
acceptance of the invoice by the Customer, also confirms the total and- maintain the Products in satisfactory condition and keep them
unconditional acceptance by the Customer of the GCSD.
insured against all risks for their full price from the date of delivery.
4. The Supplier shall have the right to refuse purchase orders or assignments 6. Unless otherwise specifically agreed to in writing, the Products andwithout stating its reasons.
Services sold to the Customer are not sold for resale by the Customer;
the Customer shall buy the Products and Services for its own use onlyand shall not sell or transfer nor make the Products or Services
Article 3 Prices and Payment
available to any third party on any other title. The Customer shall not
1. The Products shall be sold at the prices stated in the Supplier’s price list
repack the Products and/or make any changes or alterations of any
applicable at the time of delivery unless explicitly agreed differently in writing.
nature whatsoever to the Products and/or to the packaging of thePrices so listed only apply to quantities of Products or Services as offered
Products without the Supplier’s expressed written consent.
and sold, unless otherwise expressed in writing.
2. Unless stated or agreed otherwise in writing the Supplier’s
prices shall be:
Article 5 Delivery
FOB as referred to in the Incoterms as they are in force at the time of 1. Any delivery time stated by the Supplier shall be an estimate only, anddelivery;shall not be binding on the Supplier. The Supplier shall not be liable for
exclusive of costs of standard packaging;
failure to deliver at the specified time or on the specified date, nor shallexclusive of VAT
such failure be deemed to constitute a breach of the agreement or of thestated in USD.
provisions of the GCSD by the Supplier.
3. The Supplier shall have the right to increase the prices stated in the pricelist 2. The Supplier shall be entitled to deliver any order in parts (partial
referred to in Article 3.1 after the date a contract was concluded or an orderdeliveries). Partial deliveries may be invoiced separately.
was accepted, if prior to delivery the Supplier’s costs have risen as a result of 3. The Customer shall have the right to cancel or rescind a purchase order,
or including but not limited to, increases of duties, levies, value added tax,
a contract or other agreement by written notice sent to the Supplier in theexcise duty, production costs, labor costs, currency fluctuations, prices forevent that the delivery term stated by the Supplier is delayed by more
raw material, costs of registration, Customer requests, etcetera.

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4.

5.

6.

7.

than 90 days, unless the delay is caused by Force Majeure as defined inthese GCSD.
In the event of a cancellation or rescission caused by delay as referred toin Article 5.3, the Supplier shall not liable for any loss or damages, of any
kind, incurred or suffered by the Customer or any third parties.
Unless otherwise agreed to in writing, the risk of damage to or loss of
the Products shall pass to the Customer as soon as the Customer haspossession thereof, or as soon as the Customer has paid the Supplier
all amounts due and title transferred to the Customer regardless ofwhether the products have been delivered to or received by the
Customer.
The Customer shall accept the purchased Products and Services upondelivery. In the event of refusal to accept delivery, the Products shall be
stored by the Supplier for the account and risk of the Customer. All
additional costs, including but not limited to costs of storage, shall be forthe account of the Customer.
If the Customer refuses to accept the purchased Products, the Suppliermay,without
prejudicetothe right to claim any liquidated damages, retain as a restocking fee or
handling fee any deposits or down payments made by the Customer.

5. Unless non-conforming, defective or recalled Products are returned to
the Supplier pursuant to and in compliance with the provisions of Article
7.4, the Customer’s obligation to pay the invoice shall remain unaffected
despite the non-conforming or defective nature of the Product or its
recall.
Article 8 Intellectual Property Rights
1. “Intellectual Property Rights" means copyright and related rights, trade
marks, service marks, rights in designs, patents, trade, business anddomain names, rights in trade dress or get-up, rights in goodwill or tosue for passing off, unfair competition rights, database rights, rights in
confidential information (including know-how and trade secrets) and anyother intellectual property rights, in each case whether registered or
unregistered and including all applications for and renewals or extensionsof such rights, and all similar or equivalent rights or forms of protection inany part of the world. The meaning of "Intellectual Property Right"
includes any one of the aforementioned Intellectual Property Rights.
2. The Customer acknowledges that all Intellectual Property Rights in the
Products and the Services and related Supplier documentation, included
but not limited to product sheets, instructions for use, processdescriptions, protocols for treatment, SDS and the like, belong solely to
the Supplier.
3. The Supplier gives no warranty, neither expressed nor implied, withrespect to the validity of the Supplier’s Intellectual Property Rights.
4. The Customer shall indemnify the Supplier against all liabilities, actions,costs (including legal and other professional costs) expenses, claims,
proceedings and demands with respect to any infringement or alleged
infringement of Intellectual Property Rights attributable to any third party
that may arise as a consequence of the Supplier complying with any
special instructions from or requirements of the Customer relating to the
Products and the Services.

Article 6 Force Majeure
1. “Force Majeure” means: a labor strike or lock-out, war, storm, hurricane,
typhoon, or other Act of God, or any circumstances beyond the control of
the Supplier or circumstances that were unforeseeable at the moment
the contemplated transaction was agreed to and as a result of which
performance by the Supplier of its obligations can no longer reasonably
be expected of the Supplier nor required by the Customer.
2. In the event that the Supplier finds itself in a situation of Force Majeure, it
shall notify the Customer as soon as possible.
3. If the Force Majeure event is of a temporary nature, the Supplier shallhave the right to suspend its performance until the effects andconsequences of the Force Majeure event no longer exists. Any delivery Article 9 Confidentiality
terms stated by the Supplier shall be extended during and until after the 1. The Customer agrees not to divulge or communicate to any person
effects and consequences of Force Majeure no longer exist.
(other than those representatives of the Customer who need to know for
4. In the event that, in the Supplier’s reasonable opinion, effect or
the purpose of carrying on the Customer 's business or upon theconsequences of the Force Majeure event is of a permanent nature andSupplier’s instructions or with the Supplier’s written approval) nor use for
the Supplier has confirmed this to the Customer in writing, the Supplierpurposes other than carrying on the Customer's business, any of thehas the right but not the obligation to rescind the agreement by sending a
confidential information regarding the Products, the Services or the
written notice thereof to the Customer. The Supplier shall not be liablebusiness of the Supplier which the Customer may have received orwhatsoever for loss or damages sustained by the Customer or third
obtained in the Customer’s course of dealings with the Supplier, suchparties resulting from any such Force Majeure.
confidential information understood to include but not be limited toSupplier documentation such as product sheets, instructions for use,
Article 7 Defects/Complaints/Claims
process descriptions, protocols for treatment, SDS and the like.
1. The Customer shall inspect or have the purchased Products andServices inspected upon delivery. The Customer shall verify whether the
Products and Services delivered are in good condition, otherwise comply Article 10 Liability
with the terms agreed including specifically whether the Products were 1. The Supplier shall not be liable for any loss or damages of any naturewhatsoever which the Customer may suffer including but not limited todelivered in the correct quantities, and if the quantities delivered are theloss or damages resulting from the use, application or storage of thesame or differ from the quantities stated in the delivery note/receipt, etc.
Products, or defects in the Products or Services delivered by the
2. In case of visible defects in Products or Services, or defects in quantities,
Supplier or as a result of any delay in delivery or any other fact, unlessor in case of any visible damage or defects in the packaging or thesuch loss or damages are the direct result of and caused by Supplier’s
Products, the Customer shall describe with particularity such visible
gross negligence or willful misconduct.
damages, defects or shortages on the delivery note/receipt promptly
upon delivery. If no damages, defects and/or shortages have been stated 2. The Supplier shall in no event be liable for indirect or consequential
damages that the Customer may suffer. such damages to include buton the delivery note/receipt, the Products shall be deemed to have been
not to be limited to loss of profit, missed savings and damage due to
conforming and accepted as delivered.
business stagnation.
3. Any claims with respect to non-conforming Products or Services
including but not limited to condition, damage, defects or shortages, and 3. To the extent that the Supplier shall be liable to the Customer for any
damages, such liability shall not exceed the amount of the invoice value
any claims with respect to the invoice, shall be submitted by theof the Products or Services delivered to the Customer by the Supplier inCustomer to the Supplier in writing within 10 days of delivery or receipt ofrelation to which the damages and the connected claim have arisen.
the invoice, or ultimately within 10 days after the Customer could
reasonably have discovered such non-conforming or defective nature of 4. The Supplier shall not be liable for damages related to defects in
Products or Services if the Customer failed to comply with its obligation
the Product or Service. The Supplier shall not be liable for any claim thatto notify the Supplier in accordance with the provisions of Article 7.
is brought to its attention after such period.
4. In case of acceptance by the Supplier of any claim in relation to non- 5. Any and all right of Customer to pursue a claim against Supplier for loss
or damages in a court of law will be barred and lost forever if notconforming or defective Products and after the Supplier has given
commenced within a period of 3 months after a defect in Products or
expressed written permission to the Customer to do so, or in case of aServices has been notified to the Supplier or if the loss or damages were
Product recall initiated by the Supplier, the Customer shall return the
not known or reasonably discoverable then within 3 months of when the
Products to the Supplier. In such instances, the cost of returning theloss or damages were or could reasonably have been known or
Products to the Supplier will be borne by Supplier. The Supplier shall notdiscovered, unless pursuant to applicable provisions of mandatory law
accept any return of Products, except for returns in accordance with thisthe period within which to bring an action cannot be limited contractuallyprovision.
as contemplated herein.

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6. If the limitation of liability of Supplier for the damages as described in any
part of this Article 10 is in conflict with any applicable provision of
mandatory law, then the severability provisions of Article 1.5 shall apply.
Further, it is accepted and acknowledged by the Customer that the intent
of Article 10 is that in no event shall Supplier be liable for damages inexcess of the amount to which liability is allowed to be limited, and thetime within which to file a lawsuit should be that time set forth in Article
10.5 or the shortest amount of time to which this limitation may becontractually shortened from that required by applicable statutes oflimitation. Alternatively, and notwithstanding any award or judgment fordamages obtained against Supplier, the Customer agrees to limit its
recovery of damages to that amount of money available from insurance
coverage maintained and acknowledged by the Supplier’s insurancecompany.
Article 11 Applicable Law and Dispute Resolution
1. Any and all contracts and agreements including their validity, construction
and performance, between the Supplier and the Customer shall begoverned by the laws of the State of Florida. The United Nations
Convention on Contracts for the International Sale of Goods (Vienna
Convention of 1980, or also named “CISG”), shall not apply to any sale
and/or delivery of products or services by the Supplier.
2. Supplier and Customer irrevocably and unconditionally (i) agree that any
suit. action or legal proceeding between themselves shall be brought inthe courts of record of the State of Florida in Miami-Dade County,
Florida or the court of the United States, Southern District of Florida; (ii)consent to the jurisdiction of each such court in any such suit, action orproceeding; (iii) waives any objection which it may have to the laying ofvenue of any such suit. action or proceeding in any of such courts; and(iv) agrees that service of any court papers may be affected on suchparty in such manner as may be provided under applicable laws or court
rules in such courts.

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