acceptance of the order by the Supplier grant security in any form theSupplier deems appropriate for the performance by the Customer of any of
its obligations in connection with or ensuing from the contemplatedtransaction.
Article 1 Applicability of the Conditions
1. These GCSD shall apply to any and all offers that are made by Chrysal 6. After expiration of the payment term the Customer shall automatically bedeemed to be in default, and default interest shall be due by theColombia S.A., hereafter referred to as the “Supplier”, and any contract
Customer to be calculated at 1.5% of the amount due or the highest
or agreement between the Supplier and a Customer and any delivery ofinterest rate allowed by law, whichever is the higher, to be calculated pro
products or services rendered by the Supplier (hereafter referred to asrata per (part of a) month from the date of default until the date of“Products” and “Services” respectively), unless explicitly agreed
payment. In addition, all reasonable judicial and non judicial costs ofotherwise in writing.
collection of such payment to be incurred by the Supplier shall have to2. For the purpose of the GCSD “the Customer” shall mean: any individual
be compensated by the Customer, and shall be calculated as follows:or legal entity who/that has entered into or wishes to enter into an- on any amount due up to USD 3,500.-:
15%agreement with the Supplier, its representatives, agents, assigns or- on any additional amount up to USD 6,000.-: 10%
successors.
- on any additional amount up to USD 15,000.-: 8%
3. The placement of a purchase order or an assignment implies the total and- on any additional amount up to USD 60,000.-: 5%.
unconditional acceptance by the Customer of the GCSD, which will prevail
In the event that the Supplier can prove that it has incurred higher costs
over any brochures, catalogues, and/or informative documents issued by thewhich were reasonably necessary for collection of any amount due, such
Supplier.
costs shall be eligible for compensation by the Customer as well. At al
4. The GDSD shall take precedence over any general (purchase) conditions oftimes a minimum of USD 50,- shall be due by the Customer.
the Customer. Any provision included in the Customer’s documentation
subsequent to the Supplier’s commercial offer or purchase order which
modifies the GCSD shall be considered null and void, unless specifically Article 4 Retention of Title
1. Until payment of all amounts due by the Customer to the Supplier has
agreed in writing by the Supplier.
been made in full, the Products delivered shall remain in the ownership
5. To the extent that any of the GCSD is by any court or competent authorityof the Supplier. If the Customer obtains actual possession of thefound to be invalid, unlawful or unenforceable, that provision shall be deemed
Products prior to payment in full, the Products shall be deemed to havenot to be a part of the GCSD nor of the contract or agreement between thebeen provided to the Customer on consignment, and the Supplier at any
Supplier and the Customer, and it shall not affect the enforceability of thetime shall be entitled to claim that the Customer shall transfer theGCSD, the contract or the agreement between the Supplier and its
Products to the Supplier, or to collect the Products at the cost of theCustomer nor of the remainder of the GCSD. Such provision shall byCustomer.
agreement between the Parties be replaced by a valid, lawful andenforceable provision which shall resemble the invalid, unlawful and/or 2. Any Products delivered by the Supplier with respect to which it hasretained title, may be resold only in the normal course of business.
unenforceable provision as near as possible.
3. Until payment of all amounts due by the Customer to the Supplierhas been made in full, the Customer shall not have the right to vest anyArticle 2 Offers and Orders
third party rights in the Products without the expressed approval in writing
1. All offers made by the Supplier, in any form whatsoever, are non binding,from the Supplier.
and may be withdrawn unless explicitly stated otherwise. Prices as offered
only apply to quantity of Products or Services as offered, unless explicitly 4. In the event that third parties wish to vest or exercise any rights (such as
but not limited thereto: rights of pledge, usufruct etc) in the Products
stated otherwise.
delivered with respect to which title has been retained by the Supplier,
2. The Supplier shall have no obligations towards the Customer, unless thethe Customer shall immediately notify the Supplier in writing.
Supplier has accepted or confirmed an agreement, an order or anassignment in writing or by electronic mail, the date of confirmation being 5. Until title to the Products has passed to the Customer, the Customer
shall:
conclusive.
- store the Products separately from all other products held by the3. With respect of agreements, arrangements, purchase orders, orCustomer so that they remain readily identifiable as the Supplier'sassignments that due to their nature or magnitude are not confirmed inproperty; andwriting or by electronic mail, the invoice is deemed to correctly and- not remove, deface or obscure any identifying mark or packaging on orcompletely represent the transaction, unless the Customer notifies therelating to the Products;
Supplier within 10 days after receipt of the invoice that this is not the- maintain the Products in satisfactory condition and keep them insuredcase. The acceptance of the invoice by the Customer implies the total andagainst all risks for their full price from the date of delivery.
unconditional acceptance by the Customer of the GCSD.
4. The Supplier shall have the right to refuse purchase orders without stating its 6. Unless otherwise specifically agreed to, the Customer shall buy theProducts for his own use only and shall not resell the Products. Thereasons.
Customer shall not repack the Products and/or shall not make any
amendments, changes or alterations of whatever nature to the Products
Article 3 Prices and Payment
and/or to the packaging of the Products without the Supplier’s explicit
1. The Products shall be sold at the prices stated in the Supplier’s price list
written consent to this effect.
applicable at the time of delivery.
Unless stated or agreed otherwise the Supplier’s prices shall be:
ex works as referred to in the Incoterms as they are in force at the time Article 5 Deliveryof delivery;
1. Any delivery time stated by the Supplier shall be an estimate only, andshall not be binding on the Supplier. The Supplier shall not be liable forinclusive 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 price as stated in the pricelistreferred to under article 3.1 also after the date a contract was concluded or 2. The Supplier is entitled to deliver any order in parts (partial deliveries).
Partial deliveries may be invoiced separately.
an order was accepted, if prior to delivery the Supplier’s costs have risen as aresult of, for instance but not limited to, increases of duties, levies, value 3. The Customer shall have the right to rescind the contract or agreement
by written notice sent to the Supplier in the event that the delivery term
added tax, excise duty, production costs, labour costs, currency fluctuations,stated by the Supplier is exceeded by more than 90 days, unless suchprices for raw material, costs of registration etcetera.
term is exceeded due to Force Majeure.
4. Unless otherwise explicitly agreed to in writing, payment shall be madewithout any discount or set-off, and within thirty (30) days after the date 4. In the event of rescission of the contract or agreement as referred to inarticle 5.3, the Supplier shall in no event be liable to pay damages to theof the invoice by (1) transfer of the amount due into a bank account inCustomer or any third parties.
the name of the Supplier to be designated by the Supplier, or by (2) any
5. Unless agreed otherwise in writing or by electronic mail, the risk for theother means of payment if explicitly accepted by the Supplier.
Products shall pass to the Customer as soon as the Customer has
5. Notwithstanding the provisions of article 3.4, the Supplier shall at all times
acquired possession thereof , or as soon as the Customer has paid thebe entitled to demand cash on delivery, or to require that the Customer upon
GENERAL CONDITIONS OF SALE AND DELIVERY OF CHRYSAL
COLOMBIA S.A. (“GCSD”)

2.

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Supplier all amounts due and title transferred to the Customer regardlesssue for passing off, unfair competition rights, database rights, rights inof whether the products have been delivered to the Customer.
confidential information (including know-how and trade secrets) and any
6. The Customer shall accept the purchased Products upon delivery. In theother intellectual property rights, in each case whether registered orevent of refusal to accept delivery, the Products shall be stored by theunregistered and including all applications for and renewals or extensions
Supplier for the account and risk of the Customer. All additional costs,of such rights, and all similar or equivalent rights or forms of protection inincluding in any event costs of storage, shall be for the account of theany part of the world. "Intellectual Property Right" means any one of theCustomer.
Intellectual Property Rights.
7. If the Customer shall refuse to accept the purchased Products, the 2. The Customer acknowledges that all Intellectual Property Rights in theSuppliermay
individuallyandwithout
prejudice
toProducts and the Services and related Supplier documentation, including
the right to claim any liquidated damages, consider the relevant order as
but not limited to product sheets, instructions for use, process
withdrawn/ the relevant sales agreement rescinded, it being
descriptions, protocols for treatment, SDS and the like, belong solely tounderstood that Customer shall not be entitled to the refund of any down
the Supplier.
payments, which are then deemed to have been received by the 3. The Supplier gives no warranty, neither express nor implied, with respect
Supplier as a penalty.
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,
Article 6 Force Majeure
proceedings and demands in respect of any infringement or alleged
1. The term “Force Majeure” in these GDSD shall mean: any circumstances
infringement of Intellectual Property Rights attributable to any third party
beyond the control of the Supplier or circumstances that werethat may arise as a consequence of the Supplier complying with any
unforeseeable at the moment a contract or agreement was concluded orspecial instructions from or requirements of the Customer relating to thean order was accepted as a result of which performance by the Supplier
Products and the Services.
of its obligations under the contract or agreement or delivery of the ordercan no longer reasonably be required by the Customer.
2. In the event that the Supplier finds itself in a situation of Force Majeure, it Article 9 Confidentiality
shall notify the Customer as soon as possible.
1. The Customer agrees not to divulge or communicate to any person
3. If the Force Majeure event is of a temporary nature, the Supplier shall(other than those representatives of the Customer who need to know for
have the right to suspend its performance under the contract or thethe purpose of carrying on the Customer's business or upon theagreement for the duration of the Force Majeure event. Any delivery
Supplier’s instructions or with the Supplier’s written approval) nor use forterms stated by the Supplier shall be extended during the period force
purposes other than carrying on the Customer's business any of themajeure occurs.
confidential information regarding the Products, the Services or the4. In the event that, in the Supplier’s opinion, the Force Majeure event is ofbusiness of the Supplier which the Customer may have received ora permanent nature and the Supplier has confirmed this to the Customerobtained in the Customer’s course of dealings with the Supplier, suchby written notice, the Customer shall have the right to rescind theconfidential information understood to include but not be limited toagreement by sending a written notice to this end to the Supplier. The
Supplier documentation such as product sheets, instructions for use,
Supplier shall in no event be liable to pay damages to the Customer orprocess descriptions, protocols for treatment, SDS and the like.
any third parties pursuant to a rescission of the contract or agreement inaccordance with this clause 6.4.
Article 10 Liability
1. The Supplier shall not be liable for any damages which the Customer
Article 7 Defects/Complaints/Claims
may suffer as a result of storing the Products, applying the Products,
1. The Customer shall inspect or have the purchased Products inspected
defects in the Products or Services delivered by the Supplier or as aupon delivery. The Customer shall verify whether the Products delivered
result of any delay in delivery or any other fact, unless such damages arecomply with the contract or agreement, i.e. whether the correct Products
the direct cause of gross negligence or willful misconduct by the Supplier
have been delivered in the correct quantities, and if the quantities
2. The Supplier shall in no event be liable for indirect or consequential
delivered comply with the quantities stated in the delivery note/receipt.
damages that the Customer may suffer.
2. In case of defects in type of Products delivered, or defects in quantities,
or in case of any visible defects in the packaging or the Products, the 3. To the extent that the Supplier shall be liable towards the Customer for
direct damages, such liability shall in no event exceed the amount of theCustomer shall state such visible defects or shortages on the delivery
invoice value of the Products or Services delivered to the Customer bynote/receipt promptly upon delivery. If no defects and/or shortages have
the Supplier in relation to which the damages and the connected claim
been stated on the delivery note/receipt, the Products shall be deemedhave arisen.
to have been accepted as delivered.
3. Any claims with respect to defects in Products or Services other than 4. The Supplier shall not be liable for damages related to defects inProducts or Services if the Customer failed to comply with its obligation
those referred to in 7.2 and any claims with respect to the invoice, shall
to notify the Supplier in accordance with the provisions of article 7.
be submitted by the Customer to the Supplier in writing within 10 days
after delivery or receipt of the invoice, or ultimately within 10 days after 5. Any and all right of Customer to pursue a claim against Supplier
regarding damages will be lost if a period of 3 months after a defect in
the Customer could reasonably have discovered the defect in theProducts or Services has been notified to the Supplier or after theProduct or Service. The Supplier shall not be liable in respect of any
damages that occur in relation to other circumstances than defects inclaim that is brought to its attention after such period.
Products or Services have been discovered or could have been have
4. In case of acceptance by the Supplier of any claim in relation tolapsed and no damages have been claimed in writing by the Customer,
defective Products and after the Supplier has granted expressed written
unless a longer period applies pursuant to an applicable provision ofpermission to the Customer to do so, or in case of a Product recall
mandatory law.
initiated by the Supplier, the Customer shall return the Products to theSupplier. The cost of sending Products back to Supplier will be borne by 6. If the limitation of liability of Supplier for the damages as described in thisarticle 10 is in conflict with any applicable provision of mandatory law, theSupplier, unless the Customer may be held responsible for the fact that
Supplier shall in no event be liable to pay damages in excess of thethe defect in the Products occurred and/or the recall was initiated. The
amount of the damage acknowledged by the Supplier’s insurance
Supplier shall not accept any return of Products, except for returns incompany.
accordance with this provision.
5. Unless defect Products are returned to the Supplier in accordance with
7.4 and unless the Customer may be held responsible for the fact that Article 11 Applicable Law and Dispute Resolution
the defect in the Products occurred and/or the recall was initiated, the 1. Any and all contracts and agreements including their validity, construction
and performance, between the Supplier and the Customer shall beCustomer’s obligation to pay the invoice shall remain unaffected.
governed by the laws of Colombia. The United Nations Convention onContracts for the International Sale of Goods (Vienna Convention ofArticle 8 Intellectual Property Rights
1980, or also named “CISG”), shall not apply to any sale and/or delivery
1. “Intellectual Property Rights" means copyright and related rights, tradeof products or services by the Supplier.
marks, service marks, rights in designs, patents, trade, business anddomain names, rights in trade dress or get-up, rights in goodwill or toGCSD Chrysal Colombia SA , version December 2021

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2. Any dispute arising from any agreement between the parties that cannot
be resolved amicably shall be submitted to the decision of an Arbitration
Tribunal, which shall be located in Bogotá, Colombia, and shall begoverned in accordance with the Rules of the Arbitration and Conciliationof the Chamber of Commerce of Bogotá (Centro de Conciliación yArbitraje de la Cámara de Comercio de Bogotá). The number ofarbitrators that will formthe Tribunal shall be three (3). The arbitrators
shall be attorneys at law licensed in Colombia and shall be appointed bymutual consent of the Parties and, in the lack thereof, they shall beappointed by the Arbitration and Conciliation of the Chamber ofCommerce of Bogotá (Centro de Conciliación y Arbitraje de la Cámara
de Comercio de Bogotá), out of the lists of such institution, upon requestof any party. The arbitral award shall be issued in accordance with thelaw.

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