GENERAL CONDITIONS OF SALE AND DELIVERY OF CHRYSALAFRICA LTD (“GCSD”)

account in the name of the Supplier to be designated by the Supplier,or by (2) any other means of payment expressly accepted in writing by
the Supplier.
5. Notwithstanding the provisions of Article 3.4, the Supplier shall at all
Article 1 Applicability of the Conditions
times be entitled to demand cash on delivery, or to require that the
1. These GCSD shall apply to any and all offers that are made by Chrysal
Customer upon acceptance of the order by the Supplier grant security in
Africa Ltd., hereafter referred to as the “Supplier”, and any contract or
any form the Supplier deems appropriate, at its discretion for theagreement between the Supplier and a customer (hereafter “theperformance by the Customer of any of its obligations in connection with or
Customer”) and any delivery of products or services rendered by theensuing from the contemplated transaction.
Supplier (hereafter referred to as “Products” and “Services”
6. If the Customer fails to make timely payment of amounts due torespectively), unless explicitly agreed otherwise in writing.
Supplier after expiration of payment terms extended to Customer by
2. For the purpose of the GCSD “the Customer” shall mean: any
Supplier, the Customer automatically and without notice orindividual or legal entity who/that has entered into or wishes to enter
presentment shall be deemed to be in default, and default interest shallinto an agreement with the Supplier, its representatives, agents,
accrue and become due on the amounts due as of the date of suchassigns or successors.
default until fully paid at an interest rate of 1% per month or at the3. The placement of a purchase order or an assignment implies the total andhighest interest rate allowed by law (if higher than 1%). In addition, theunconditional acceptance by the Customer of the GCSD, which will prevail
Supplier shall be entitled to recovery of all reasonable attorneys’ fees
over any brochures, catalogues, and/or informative documents issued by
and judicial and non-judicial costs incurred in its efforts to collect such
the Supplier.
amounts due whether a lawsuit or other legal proceedings are filled or
4. The GDSD shall take precedence over any general (purchase) conditions
not. Costs outside a lawsuit or other legal proceedings are to beof the Customer. Any provision included in the Customer’s documentation
calculated as follows:
subsequent to the Supplier’s commercial offer or purchase order which- on any amount due up to EURO 3,500.-:
15%
modifies the GCSD shall be considered null and void, unless specifically- on any additional amount up to EURO 6,000.-: 10%
agreed in writing by the Supplier.
- on any additional amount up to EURO 15,000.-: 8%
5. To the extent that any provision of the GCSD or the application thereof to- on any additional amount up to EURO 60,000.-: 5%.
any Customer, person or entity is held to be inconsistent with any present
In the event that the Supplier can prove that it has incurred higher costs
or future law, rule, ruling or regulation of any court or governmental or
which were reasonably necessary for collection of any amount due,regulatory authority having jurisdiction over the subject matter, such
such costs shall be eligible for compensation by the Customer as well.
provision shall be deemed to be modified to the minimum extent necessary
At all times an absolute minimum of € 50,- shall be due by theto comply with such law, rule, ruling or regulation, and the remainder of the
Customer.
provisions hereof or their application except as to those as to which it isheld inconsistent, shall not be affected. If any provision hereof is Article 4 Retention of Title
determined by a court, or governmental or regulatory authority having 1. Until payment of all amounts due by the Customer to the Supplier has
been made in full, the Products delivered shall remain in the ownershipjurisdiction to be illegal, unenforceable or void, and if the remainder of theof the Supplier. If the Customer obtains actual possession of theprovisions shall not be affected by such determination and is capable ofProducts prior to payment in full, the Products shall be deemed to havesubstantial performance, then such void provision shall be deemed
been provided to the Customer on consignment, and the Supplier at
rescinded and each provision not affected shall be enforced to the extent
any time shall be entitled to demand that the Customer shall transfer
permitted by law.
the Products to the Supplier, or the Supplier may collect the Products
Article 2 Offers and Orders
were held by the Customer at the cost of the Customer.
1. All offers made by the Supplier, in any form whatsoever, are non-binding,unless otherwise expressly stated in writing including by electronic mail, 2. Any Products delivered by the Supplier with respect to which it hasretained title, may be resold only in the normal course of business.
(“in writing” or “electronic mail” here after referred to as “in writing”).
2. The Supplier shall have no obligations towards the Customer, unless the 3 Until payment of all amounts due by the Customer to the Supplier has
been made in full, the Customer shall not have the right to vest any
Supplier has accepted or confirmed an agreement, an order or an
third party rights in the Products without the expressed approval inassignment in writing, the date of confirmation being conclusive.
writing from the Supplier.
3. With respect to agreements, arrangements, purchase orders, orassignments that due to their nature or magnitude are not confirmed in 4. In the event that third parties wish to vest or exercise any rights (suchas but not limited to rights to possession, rights of pledge, usufruct
writing, the invoice is deemed to correctly and completely represent theetc) in the Products delivered with respect to which title has beentransaction, unless the Customer notifies the Supplier to the contrary inretained by the Supplier, the Customer shall immediately send written
writing within 10 days after receipt of the invoice. Such acceptance ofnotice thereof to the Supplier.
the invoice by the Customer, also confirms the total and unconditional
5. Until title to the Products has passed to the Customer, the Customer
acceptance by the Customer of the GCSD.
shall:
4. The Supplier shall have the right to refuse purchase orders without stating- store the Products separately from all other products held by theits reasons.
Customer so that they remain readily identifiable as the Supplier's
Article 3 Prices and Payment
property; and1. The Products and Services shall be sold at the prices stated in the- not remove, deface or obscure any identifying mark or packaging on
Supplier’s price list applicable at the time of delivery, unless explicitlyor relating to the Products;
agreed differently in writing. Prices so listed only apply to quantities of- maintain the Products in satisfactory condition and keep them insured
Products or Services as offered, and sold unless explicitly stated otherwise.
against all risks for their full price from the date of delivery.
2. Unless stated or agreed otherwise in writing the Supplier’s
6. Unless otherwise specifically agreed to in writing, the Products andprices shall be:
Services sold to the Customer are not sold for resale by the Customer;
ex works as referred to in the Incoterms as they are in force at the
the Customer shall buy the Products and Services for its own use only
time of delivery;and shall not sell or transfer nor make the Products or Services
inclusive of costs of standard packaging;available to any third party on any other title. The Customer shall not
exclusive of VAT
repack the Products and/or shall not make any amendments, changes
stated in EURO.
or alterations of whatever nature to the Products and/or to the
3. The Supplier shall have the right to increase the price as stated in the
packaging of the Products without the Supplier’s explicit written
pricelist referred to in Article 3.1 after the date a contract was concluded orconsent to this effect.
an order was accepted, if prior to delivery the Supplier’s costs have risen asa result of, including but not limited to, increases of duties, levies, value Article 5 Delivery
added tax, excise duty, production costs, labour costs, currency 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 forfluctuations, prices for raw material, costs of registration, Customer
failure to deliver at the specified time or on the specified date, nor shallrequests etcetera.
such failure be deemed to constitute a breach of the agreement or of
4. Unless otherwise expressly agreed to in writing, payment shall be
the provisions of the GCSD by the Supplier.
made without any discount or set-off, and within thirty (30) days after
the date of the invoice by (1) transfer of the amount due into a bank

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2. The Supplier shall be entitled to deliver any order in parts (partial
deliveries). Partial deliveries may be invoiced separately.
3. The Customer shall have the right to cancel or rescind a purchaseorder, a contract or other agreement by written notice sent to the
Supplier in the event that the delivery term stated by the Supplier isdelayed by more than 90 days, unless the delay is caused by Force
Majeure as defined in these GCSD.
4. In the event of a cancellation or rescission caused by delay as referred
to in Article 5.3, the Supplier shall not liable for any loss or damages, ofany kind, incurred or suffered by the Customer or any third parties.
5. 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.
6. 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
for the account of the Customer.
7. If the Customer refuses to accept the purchased Products, the Suppliermay, without prejudice to the right to claim any liquidated damages,
retain as a restocking fee or handling fee any deposits or down
payments made by the Customer.

Article 6 Force Majeure
1. Force Majeure” in these GDSD shall mean: any circumstances beyond
the control of the Supplier or circumstances that were unforeseeable atthe moment the contemplated transaction was agreed to and as aresult of which performance by the Supplier of its obligations can nolonger 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 terms stated by the Supplier shall be extended during and until
after the effects and consequences of Force Majeure no longer exist.
4. In the event that, in the Supplier’s opinion, the Force Majeure event isof a permanent nature and the Supplier has confirmed this to theCustomer by written notice, the Customer shall have the right torescind the agreement by sending a written notice to this end to the
Supplier. The Supplier shall in no event be liable to pay damages to theCustomer or any third parties pursuant to a rescission of the contract
or agreement in accordance with this clause 6.4.

Article 7 Defects/Complaints/Claims
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 with the terms agreed including specifically whether the
Products were delivered in the correct quantities, and if the quantities
delivered are the same or differ from the quantities stated in thedelivery note/receipt, etc.
2. In case of visible defects in Products or Services, or defects inquantities, or in case of any visible damage or defects in the packaging
or the Products, the Customer shall describe with particularity such
visible damages, defects or shortages on the delivery note/receipt
promptly upon delivery. If no damages, defects and/or shortages havebeen stated on the delivery note/receipt, the Products shall be deemed
to have been conforming and accepted as delivered.
3. Any claims with respect to defects in Products or Services including
but not limited to condition, damage, defects or shortages, and any
claims with respect to the invoice, shall be submitted by the Customer
to the Supplier in writing within 10 days after delivery or receipt of theinvoice, or ultimately within 10 days after the Customer could
reasonably have discovered such non-conforming or defective natureof the Product or Service. The Supplier shall not be liable in respect ofany claim that is brought to its attention after such period.
4. In case of acceptance by the Supplier of any claim in relation to nonconforming or defective Products and after the Supplier has given
expressed written permission to the Customer to do so, or in case of a
Product recall initiated by the Supplier, the Customer shall return the
Products to the Supplier. In such instances, the cost of returning the
Products to the Supplier will be borne by Supplier. The Supplier shall

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not accept any return of Products, except for returns in accordance withthis provision.
5. Unless non-conforming, defective or recalled Products are returned to
the Supplier pursuant to and in compliance with the provisions ofArticle 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,
trademarks, service marks, rights in designs, patents, trade, businessand domain 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 express nor implied, with respect
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 in respect of 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 9 Confidentiality
1. The Customer agrees not to divulge or communicate to any person(other than those representatives of the Customer who need to know for
the purpose of carrying on the Customer 's business or upon the
Supplier’s instructions or with the Supplier’s written approval) nor use forpurposes other than carrying on the Customer's business, any of theconfidential information regarding the Products, the Services or thebusiness of the Supplier which the Customer may have received or
obtained in the Customer’s course of dealings with the Supplier, suchconfidential information understood to include but not be limited toSupplier documentation such as product sheets, instructions for use,
process descriptions, protocols for treatment, SDS and the like.

Article 10 Liability
1. The Supplier shall not be liable for any loss or damages of any naturewhatsoever which the Customer may suffer including but not limited toloss or damages resulting from the use, application or storage of the
Products, or defects in the Products or Services delivered by the
Supplier or as a result of any delay in delivery or any other fact, unlesssuch loss or damages are the direct result of and caused by Supplier’s
gross negligence or willful misconduct.
2. The Supplier shall in no event be liable for indirect or consequential
damages that the Customer may suffer. such damages to include but
not to be limited to loss of profit, missed savings and damage due tobusiness stagnation.
3. To the extent that the Supplier notwithstanding the provisions of thisarticle 10 shall be held liable to the Customer for damages, suchliability shall not exceed the amount of the invoice value of the Products
or Services delivered to the Customer by the Supplier in relation towhich the damages and the connected claim have arisen.
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 to notify the Supplier in accordance with the provisions ofArticle 7.
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 notcommenced within a period of 3 months after a defect in Products orServices has been notified to the Supplier or if the loss or damages
were not known or reasonably discoverable then within 3 months ofwhen the loss or damages were or could reasonably have been known
or discovered, unless pursuant to applicable provisions of mandatory
law the period within which to bring an action cannot be limited
contractually 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 agreements, including their validity, construction andperformance, between the Supplier and the Customer shall be governedby the laws of Kenya. 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 of products by the Supplier.
2. Any and all disputes between the parties shall be exclusively
submitted to three arbitrators, that shall be appointed and that shallrender their decision in accordance with the International Arbitration
Rules of the International Chamber of Commerce. The arbitration
language shall be English.

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