Terms and Conditions of Sale
1. Definitions
In these terms, "Seller" means the seller of the Goods as defined herein; "Buyer" means theentity purchasing the Goods, including any successors thereof; "Goods" means the goods,
products, services and/or materials manufactured, imported, supplied and/or delivered for or
by Seller to Buyer; "Contract" means the contract concluded by Seller and Buyer for the
supply of Goods either as specified in the Seller's pertinent invoice or as otherwise
contemplated therein, whether expressly or impliedly, including by actual acceptance of theGoods by Buyer and/or by any payment therefor, whereby it is expressly agreed that theconclusion of which shall be deemed to constitute full consent to performing all transactions
contemplated thereby on the sole and exclusive basis of these General Terms andConditions, unless otherwise confirmed in writing by Seller.
2. Payment
Unless otherwise specifically agreed in writing, payment for Goods shall be due on or prior to
the delivery date of Goods and no discount may be taken. Payments received after the due
date specified in the invoice shall bear a service charge which will accrue from the due datewhether inscribed on the relevant invoice or otherwise agreed, at the maximum lawful interest
rate applicable, and if none – at the annual rate of 5% above the base rate (as of the due dateof the relevant payment) of the central bank of the place of Buyer's incorporation. All
payments shall be made to Seller's designated bank account in the same currency and for thesame amounts as specified in the Seller's pertinent Invoice.
3. Prices, Duties and Taxes
Unless otherwise specifically agreed in writing, prices set in Seller's pertinent invoice are net,
excluding packaging, and shall be deemed Ex-works (Incoterms 2010 as amended). Prices
are based, inter alia, on production costs for supplies, labor, deliveries, duties and services
current on the order date. In the event of material increase in any such costs, Seller reserves
the right to either adjust the prices for Goods accordingly, or to cancel any certain part of thesales relating to undelivered Goods. Duties, taxes, fees, levies and other compulsory
payments applicable to the sale of Goods at any time, as well as freight, express, insurance
and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly
confirmed in writing by Seller.
4. Delivery
Any delivery dates noted on the Seller's pertinent Invoice are subject to reasonableadjustment. The acceptance of shipment by a common carrier or by any licensed public
truckman shall constitute proper delivery. Risk associated with the Goods shall pass to Buyer
on delivery, upon any collection of the Goods by the Buyer or with the passing of title in theGoods, whichever occurs first; provided however, that where delivery is delayed due tocircumstances caused by or within the responsibility of Buyer, risk of loss shall pass to Buyer
upon Seller's notification that Goods are ready for dispatch. Unless otherwise specified inwriting in the Seller's pertinent invoice or Contract, all charges, expenses or taxes associatedwith the delivery shall be paid by the Buyer.
5. Retention of Title
Title shall pass to Buyer only upon full payment by Buyer of the price of the Goods andfollowing all other outstanding debt payable by Buyer to Seller (if any). Buyer shall, at Seller'srequest, take any measures necessary under applicable law to protect Seller's title in theGoods, and lawfully notify Buyer’s present or potential creditors of Seller's title on and interestin the Goods. Buyer acknowledges that so long as title has not been transferred in the Goods,
it holds the Goods as bailee and fiduciary agent for the Seller and shall safely and securelystore and keep the Goods separate and in good condition, clearly showing the Seller’sownership of the Goods and shall respectively record the Seller’s ownership of the Goods in
its books. Notwithstanding the above, Buyer may use Goods for its own use, or sell Goods, asfiduciary agent for the Seller, to a third party in the normal course of business by bona fidesale at market value, whereby proceeds of such storage, usage or sale of Goods, as the casemay be, shall, to the extent of the amount being owed by Buyer to Seller at the time of receipt
of such proceeds, be held by Buyer on trust for Seller and specifically ascertained, until
payment in full for all payable debts by Buyer to Seller.
6. Warrantya) Seller warrants that Goods sold hereunder meet their descriptions or specifications, subjectto use, storage and application thereof in accordance with and based on Seller's standardtolerances, instructions of use and recommendations.
b) Unless otherwise restricted by mandatory applicable law, THE WARRANTY SET FORTHHEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSEDOR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF
MERCHANTABILITY, QUALITY AND FITNESS FOR USE AND FOR PURPOSE, ANY
ADVICE AND RECOMMENDATION AND ANY OBLIGATIONS OR LIABILITIES WHICHMAY BE IMPUTED TO SELLER, ANY AND ALL OF WHICH ARE HEREBY EXPRESSLYDISCLAIMED, DENIED AND EXCLUDED. BUYER EXPRESSLY AGREES THAT NO
WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BECLAIMED OR OTHERWISE ADHERED TO BY BUYER AND/OR BY ANYONE ACTING ONBUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROMBUYER, NOR THAT WILL ANY SUCH WARRANTY BE VALID. SELLER NEITHERASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER
LIABILITY IN CONNECTION WITH THE SALE, USE OR HANDLING OF ANY AND ALL
GOODS SPECIFIED OR CONTEMPLATED BY THIS CONTRACT. NO WARRANTY IS
MADE WITH RESPECT TO ANY OF THESE GOODS WHICH HAVE BEEN SUBJECT TO
ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE,IMPROPER MAINTENANCE, ABUSE OR MISUSE.
7. Liabilitya) Unless the Seller shall within 30 days after delivery of the Goods, receive from the Buyer
written notice of any matter or thing by reason whereof it is alleged that Goods are not inaccordance with the Contract, Goods delivered shall be deemed to have been supplied,delivered and accepted in all respects in full conformity with the Contract and the Buyer shallbe entitled neither to reject the same nor to raise any claim for damages or for other remedy
in respect of any alleged negligence and/or breach of warranty and/or any condition.
b) In any claim, brought subject to the conditions above, Buyer must prove to the satisfactionof Seller that it followed Seller's instructions for use, care, storage, maintenance, handling andapplication of the Goods.
c) Unless otherwise specifically restricted by mandatory applicable law, Seller's liability under
any claim and in connection with any possible allegation, whether based on negligence,contract, or any other cause of action, shall be limited to either (i) the replacement of theGoods or the supply of equivalent goods; (ii) the repair, or payment of the cost of repair, of theGoods; or (iii) credit in an amount equal to the purchase price specified in Seller's pertinent
invoice, or in an amount of equivalent goods, all at Seller's sole option. Buyer acknowledges
that the remedy available to him as specified herein, is in lieu of any remedies that may beotherwise available to him, now or in the future, whether in law or in equity, relating to any
loss or damage, whether directly or indirectly, arising from the purchase and/or the use ofGoods, including without limitation, any actual or contingent damages, loss of production, lossof profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever,whether pecuniary or non-pecuniary. Should any limitation on Seller's liability hereunder beheld ineffective under applicable law, then Seller's liability shall in any event be limited to theminimum amount of damages to which Seller may limit its liability, where such is greater thanthe purchase price as specified in Seller's pertinent invoice.
d) Buyer, for himself and for any other party which may claim either under or through Buyer,
or independently of Buyer, including Buyer's employees, directors, officers, representatives,
affiliates and personnel, shall indemnify and hold Seller harmless, from and against any claim
or liability for damages for negligence including but not limited to, any claim in connection withthe design, manufacture, use, care, storage, delivery, application or maintenance of any
Goods sold hereunder, whether alleged to have been committed by Seller or by any otherperson whatsoever. Buyer's undertaking as specified in these subsection 7(c) and 7 (d) shallextend and inure to the benefit of Seller and of Seller's successors at any time, as well as toSeller's affiliates, personnel, representatives, managers, directors and officers. Nothing
contained herein shall take effect to exclude or limit liability where liability may not be
excluded or limited under applicable law, including, without limitation, for death, personal
injury and fraudulent misrepresentations.
e) Any and all warranties, undertakings, guarantees or assurances provided herein by Seller,
are specifically limited to Buyer herein, and not imputed by Seller, whether directly or
indirectly, expressly or impliedly, to any other person or entity, including any subsequentbuyer or user, bailee, licensee, assignee, employee and agent of Buyer.
8. Default
Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach oranticipated breach by Buyer of any Contract with Seller, or if Buyer shall either (i) become
insolvent, (ii) call a meeting of its creditors, or (iii) make any assignment for the benefit ofcreditors, or if (iv) a bankruptcy, insolvency, reorganization, receivership or reorganization
proceeding shall be commenced by or against Buyer, then, in each such occasion, Seller
may, at its sole discretion, opt to (1) cancel this and any other Contract with Buyer (without
waiving any of Seller's rights to pursue any remedy against Buyer); (2) claim return of any
Goods in the possession of Buyer, the title of which has not passed to Buyer; (3) defer any
shipment hereunder; (4) declare forthwith due and payable all outstanding bills of Buyer under
this or any Contract; and/or (5) sell all or part of the undelivered Goods, without notice atpublic and/or on private sale, while Buyer shall be responsible for all costs and expenses ofsuch sale and be liable to Seller for any shortfall in the discharge of the amounts due toSeller.
9. Independent Delivery
Each delivery of Goods shall (without prejudice to Seller's rights under clause 8 hereinabove)
be considered a separate contract and the failure of any delivery shall not vitiate any contract
as to deliveries of other Goods and payment therefor.
10. Cancellation
Orders manufactured in whole or in part, pursuant to Buyer's specifications, may not becancelled except with Seller's prior written consent, on terms which will compensate Seller for
any resulting losses.
11. No-AssignmentNo rights or obligations of Buyer arising out of this Contract may be assigned without theexpress prior written consent of Seller.
12. Force Majeure
Should Seller be prevented from effecting deliveries of the Goods or any of them by reason ofeither an act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy,

arrests, restraints or detainments by any competent authority, strikes or combinations or lockout of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability
to obtain labor, material or services through Seller's usual and regular sources, or any othercircumstances (whether of a nature similar to those specified, or not) beyond the absolutecontrol of the Seller, then, in each such cases, the obligation of the Seller to effect deliveries
hereunder shall be suspended until after such prevention shall cease to continue. Should any
deliveries under this Contract be suspended under this clause for more than 90 days – either
party may withdraw from this Contract and be relieved from any liability; provided however,that Buyer shall nevertheless accept delivery and pay for such Goods once the Seller is able
to deliver in accordance with the period(s) of shipment named in this Contract. Seller shall not
be liable for, and be relieved from, any loss or damages of any kind resulting from the causes
mentioned hereinabove.
13. Advice
Any provisions specified or implied by herein or elsewhere notwithstanding, any advice,recommendation, information, assistance or service provided by Seller in relation to theGoods or in respect of their use or application is given in good faith, shall be deemed
accepted by Buyer without imputation of any liability to Seller, and it shall be the responsibilityof Buyer to confirm the accuracy and reliability of the same in light of the use of which Buyer
makes or intends to make of the Goods.
14. Entire Agreement
This Contract merges and incorporates the entire and exclusive terms and conditions for saleof the Goods. Nothing specified in, or referred to by, any other document, record orinstrument whatsoever, which relates to and/or which otherwise subsists in connection withthe sale of Goods herein, whether expressly or impliedly, including any written order, requestor other standard or specific terms of any entity, shall or may be interpreted to attribute to
Seller and/or to Seller's affiliates or representatives (i) any liability, obligation, commitment
and/or undertaking, and/or (ii) any waiver in connection with or of any right, whether
contractual, proprietary, in-personam and/or equitable, including but not limited to, any and all
intellectual property rights in connection with the Goods, which are and shall always remain in
the Seller's exclusive and complete ownership under all circumstances whatsoever,notwithstanding any sale of Goods hereunder and whether the Goods shall be standard
Goods or manufactured to a specific order. The Buyer shall refrain at all times and forwhatever purpose from infringing, contesting, disputing or questioning such rights, patents,
trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether
directly or indirectly. Buyer shall not advertise, present or publish the fact that Seller has
contracted with Buyer, nor shall use Seller’s name, Seller’s Goods and/or any otherinformation or materials relating to the Seller in any advertisement, publication, brochure orwebsite, without the prior approval of Seller. No modification or waiver of any provision hereof
shall become valid and effective except upon a written instrument duly signed beforehand bySeller. No waiver by either party of any default of the other party shall be deemed a waiver ofany subsequent or other default.
15. Law and Arbitration
This Contract shall be governed by and construed in accordance with the laws of thejurisdiction of Seller's incorporation and excluding the UN Convention on Contracts for theInternational Sale of Goods (CISG). Any dispute arising out of or in connection with thisContract shall be finally settled by arbitration in accordance with the Rules of Arbitration of theInternational Chamber of Commerce ("ICC"), as shall be in effect from time to time. Thearbitration shall be held at such location in the state of Seller's incorporation as shall bedetermined by Seller, in its sole discretion. The arbitrator shall be mutually appointed bySeller and Buyer within 21 (twenty one) days following a written demand for arbitration byeither of the parties. Failing to reach an agreement regarding the nomination of an arbitrator,
the head of the relevant ICC national committee (located in the Seller's country ofincorporation; and absent such local committee in that specific country – the ICC UK

Committee (www.iccuk.net)), shall appoint an arbitrator at the request of any of the parties, acopy of which request for the appointment of an arbitrator shall be provided by the requesting
party to the other party. Awards may be enforced in accordance with the 1958 New York
Convention and judgment may be entered upon any award in any court having jurisdiction
over the parties and/or their assets. The arbitrator's fees shall be paid by both parties in equalparts, unless otherwise determined by the arbitrator. This provision shall survive any
termination of any of the terms and conditions herein, and shall be deemed to constitute anindependent arbitration agreement between Buyer and Seller for all purposes and intents.
Each party undertakes to ensure that any and all transactions and/or actions performed
pursuant to this Contract and/or otherwise in connection with the Seller’s products, shall be
conducted in a fully transparent and lawful manner and properly reported to all relevant
authorities.
16. Governance and Compliance
Each party represents on its own behalf and on behalf of any representative, that (i) it will act
at all times in strict compliance with all applicable rules and regulations, including but notlimited to anti-money laundering measures, tax rules, customs regulations and any other legal
financial directions and obligations, as well as any trade restrictions, international sanctions
and other legal obligations as imposed by the relevant authorities from time to time; and (ii) it
has not and will not offer, promise, give, authorize, solicit or accept any action which may bedirectly or indirectly bring to the payment, extortion or solicitation of bribes, kickbacks or any
other improper payments, the obtaining of any undue advantage of any kind, the facilitation ofundue influence on decision making by any third party, the laundering and/or concealing
and/or disguising the true origin of funds and products, any other corrupt acts or other acts
designed to evade, bypass or circumvent the application of laws, sanctions or other authority
decisions, which are in any way connected and relevant to this Contract or to the cooperation
between the parties.