CONDITIONS OF SALE
of TANIOBIS US LLC
1. AGREEMENT
1.1
The conditions of the sales agreement (AGREEMENT) shall supercede any conflicting terms in these
Conditions. If BUYER and TANIOBIS US LLC (hereinafter referred as “SELLER”) have not entered into a written
sales agreement, these conditions shall constitute the AGREEMENT. Terms defined herein are capitalized.
Except as otherwise specified in the AGREEMENT, no other conditions shall be applicable to the
AGREEMENT or otherwise accepted by SELLER. All other terms and conditions are hereby expressly rejected.
SELLER’S acceptance of BUYER’S offer to purchase or BUYER’S purchase order is expressly madeconditional on BUYER’S assent to SELLER’S terms and conditions as set forth herein and the rejection of any
other terms.
1.2
Acceptance by BUYER of PRODUCT(S) or payment for same shall constitute unequivocal acceptance of the terms
and conditions contained herein. None of any past practice, industry standards, course of dealing or usage of tradeshall constitute a modification of any term or condition contained herein, nor shall same add any term notcontained herein.
2. DELIVERY
2.1
BUYER will provide to SELLER written, detailed shipping instructions within a reasonable time prior to
shipment. BUYER will be responsible for any increased costs or delays in delivery resulting from BUYER’S failure tosupply such instructions in a timely manner.
2.2
BUYER may not withhold payment in the event of delay caused by BUYER.
2.3
Unless otherwise stated herein, SELLER shall not be required to deliver in any month more than the monthly
QUANTITY specified, or if no monthly QUANTITY is specified, more than the monthly pro rata amount of the
maximum annual QUANTITY specified.
2.4
All shipments of PRODUCT(S) shall be made EXW (as defined by Incoterms 2010) unless otherwise stated in
the AGREEMENT.
2.5
All specified delivery dates refer to the completion of manufacture and availability for shipment of
PRODUCT(S) and are SELLER’S best estimates. SELLER reserves the right to modify the delivery dates with
notice to BUYER.
2.6
Title shall pass to BUYER upon delivery to carrier.
2.7
In the event BUYER is unable to take delivery of any shipment or refuses delivery of a scheduled
shipment, SELLER will store the shipment at BUYER’S sole risk and expense and payment for such delayed
shipment shall immediately become due.
2.8
BUYER warrants there will be no diversion of any shipment that is a) contrary to any applicable law; b) for resale
and/or transfer to any party not a party to the AGREEMENT unless approved in writing by SELLER; or c) for
shipment or use outside of the U.S., unless approved by SELLER in writing, and if so approved, BUYER warrants
it will comply with all applicable laws, restrictions and regulations of the U.S. and other governments, including
without limitation, the Export Administration Regulations, as amended, the U.S. Foreign Corrupt Practices Act of
1977, as amended, and the Office of Foreign Asset Control Regulations.
2.9
In instances of bulk carload, tank truck or tank car shipments, shipper’s weights, certified to by sworn
weighmaster, shall govern. Unless otherwise specified, PACKING shall be Seller’s standard packing.
2.10
If SELLER’S railcars are utilized, BUYER shall use railcars only for transport of PRODUCT(S) from SELLER
to BUYER’S facilities and/or transfer and discharge of PRODUCT(S) at BUYER’S facilities (“DESTINATION”).
BUYER is allowed maximum free time of fifteen (15) consecutive days for each railcar following the first 7:00 a.m.
after the agreed to and scheduled date of arrival of the loaded railcar at the DESTINATION (“MFT”). Unlessthere is a delay caused by SELLER, BUYER will pay SELLER a daily rental charge per railcar of $35 for eachfull day in excess of MFT until BUYER returns the railcar to the railroad. Such charge will be in addition to any
demurrage charge levied by any third party transportation company such as, but not limited to, railroad railcar
storage charge. Payment will be due and payable upon receipt of an invoice specifying such car, period andcharges. BUYER agrees to deliver the railcars in a safe condition, in good repair, in the same condition as when
first received, and completely evacuated.

BUYER shall return every railcar to the railroad at Destination or to reasonable location(s) designated in writing
by SELLER. BUYER shall report to SELLER promptly in writing all loss or damage that may be sustained byany railcar or its tanks. BUYER shall visually inspect the railcars’ exterior(s) before return. BUYER is not
responsible for any damages to railcars unless such damage results from BUYER’S fault, willful misconduct orgross negligence. If BUYER is responsible, all railcar repair shall be for BUYER’S account. BUYER will facilitatesuch repairs upon mutual agreement. BUYER agrees that in the event any railcar is ordered by BUYER to beloaded at less than a volume of 180,000 pounds, BUYER shall be required to pay deadfreight at the actual
rate charged by the carrier.
3. FORCE MAJEURE
3.1
Neither party shall be held responsible for any loss, damage, delay or lack of delivery arising from fire; strikes,
lockouts, injunction or other labor troubles; governmental intervention; war; riots; acts of terrorism; explosion;
weather; flood; acts of God or nature; inability to obtain on terms acceptable to SELLER or a shortage of, fuel,power, raw materials, labor, containers or transportation; accident; breakage of machinery or otherapparatus; disruption of normal supplier channels of distribution; or any other act or force beyond the affected
party’s reasonable control.
3.2
BUYER may cancel, without liability, deliveries suspended for at least thirty (30) days by SELLER for reasonsstated in the previous section, but the AGREEMENT shall otherwise remain in effect.
3.3
SELLER reserves the right to allocate and fairly apportion PRODUCT(S) among its internal and externalcustomers during force majeure events in any manner SELLER, in its sole discretion, deems appropriate.
3.4
SELLER shall have no obligation to acquire by purchase or otherwise any PRODUCT(S) that SELLER is unable
to supply to BUYER due to force majeure events.
4. WARRANTY
4.1
SELLER warrants PRODUCT(S) will conform only to SELLER’S standard specifications for same, unlessotherwise agreed to herein. This warranty applies only to the original purchaser of the PRODUCT(S).
4.2
BUYER shall inspect all PRODUCT(S) for conformance to this warranty. BUYER shall notify SELLER of any nonconformance no later than the earlier of a) thirty (30) days from date of shipment by SELLER; orb) the date of use of the PRODUCT(S) by BUYER.
4.3
BUYER’S sole remedy and SELLER’S sole liability for claims of breach of warranty shall be SELLER’S choice ofeither a) replacement by SELLER of conforming for non-conforming PRODUCT(S); or b) refund of monies paid by
BUYER to SELLER for the non-conforming PRODUCT(S).
4.4
SELLER assumes no liability for any errors that are caused by the inaccuracy or incompleteness of BUYERsupplied data.
4.5
SELLER shall have the opportunity to inspect all PRODUCT(S) that BUYER claims are non-conforming. BUYER
shall hold, at no cost to SELLER, the PRODUCT(S) pending such inspection. The conditions of any test of the
PRODUCT(S) for conformance with any specification shall be mutually agreed upon and SELLER shall be
notified of, and may be represented at, all tests that may be made by or for BUYER.
4.6
BUYER assumes all risk for misuse of the PRODUCT(S).
4.7
THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR
WRITTEN, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WHICH ARE
EXPRESSLY DISCLAIMED.
5. TERMINATION FOR DEFAULT
In the event BUYER commits a material breach of the AGREEMENT, SELLER may terminate the
AGREEMENT upon thirty (30) days written notice; provided that during such notice period, BUYER shall have theopportunity to cure its default. If BUYER is in default, SELLER may suspend shipments during such cure period
without liability.

-2-

6. LIMITATION OF LIABILITY
6.1
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR ELSEWHERE TO THE CONTRARY:A) SELLER’S MAXIMUM LIABILITY HEREUNDER AT ANY TIME FOR ANY CAUSE WHATSOEVER SHALLNOT EXCEED THE PRICE PAID FOR THE PRODUCT(S) AT ISSUE; AND B) SELLER SHALL NOT BE LIABLE
FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY
KIND OR NATURE, ARISING AT ANY TIME, FROM ANY CAUSE WHATSOEVER, INCLUDING LOSS OF
REVENUE OR PROFIT.
6.2
These limitations of liability shall apply notwithstanding any finding that any remedy fails its essential
purpose.
7. LAWS
The AGREEMENT shall be construed, interpreted and controlled by the laws of the State of Delaware, and all
claims arising out of or related to the parties’ relationship created by the AGREEMENT, whether in contract,
tort or otherwise, shall be governed and decided pursuant to the laws of the State of Delaware, including
Delaware’s statutes of limitations but not including its choice of laws rules. BUYER agrees to subject itself to thecourts of said jurisdiction and that such venue shall be exclusive regarding disputes arising out of the
AGREEMENT.
8. PRICES; PAYMENT TERMS
8.1
Unless otherwise stated herein, PAYMENT TERMS shall be Net 30 Days from the date of SELLER’S invoice,and payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that
SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE
and shall be entirely for BUYER’S account.
8.2
If BUYER fails to pay any of the amounts due to SELLER within sixty (60) days from the date of invoice, SELLER
shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT
deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to
SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries.
SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to makepast due payments in lieu of suspension of PRODUCT deliveries. Without prejudice to the foregoing andnotwithstanding same, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of
invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written
notice to BUYER.
8.3
SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than
thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to suchchange within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of suchchange.
8.4
If in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves
the right, among any other right or remedy, to change PAYMENT TERMS, require full or partial advancepayment or to cancel any outstanding order, without liability.
8.5
Any discount or rebate provided for in the AGREEMENT shall be accounted for exclusively on the basis of sales
made to BUYER.
8.6
Notwithstanding any other provision in the AGREEMENT or elsewhere to the contrary, SELLER shall have theunilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges.
8.7
All PRICES in the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by
SELLER.
8.8
SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all
payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received
in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect andmaintain such security interest in SELLER.

-3-

9. PROPRIETARY INFORMATION
9.1
Any information disclosed by SELLER to BUYER incident to the performance of the AGREEMENT,
including but not limited to information related to pricing, volumes or the financial terms of the
AGREEMENT and the existence of the AGREEMENT itself is disclosed in confidence for the sole and exclusive
use of BUYER. BUYER shall not publish or otherwise disclose such information to others without the express
written consent of SELLER.
9.2
Nothing herein shall limit the BUYER’S right to disclose any information provided by the SELLER
hereunder which a) was furnished by the SELLER prior to the AGREEMENT without restriction; b)legitimately becomes knowledge available within the public domain; or c) is received by BUYER from a third
party without restriction and without breach of this or any other AGREEMENT.
9.3
In the absence of a signed agreement to the contrary, no information disclosed by BUYER to SELLER shall beconsidered confidential.
9.4
Buyer agrees not to analyze or have a third party analyze any PRODUCT(S) for chemical composition or content.
10. ADDITIONAL TERMS
10.1
This AGREEMENT may not be assigned by either party to any other party without the prior written consent of theother party hereto; provided, however, that (a) SELLER may assign its rights and obligations hereunder to
any AFFILIATE of SELLER by written notice to BUYER; and (b) SELLER may assign its rights and obligations
hereunder, by written notice to BUYER, to a third party successor or transferee (whether by merger,
consolidation, purchase or otherwise) of either (1) all or substantially all of the assets of SELLER or (2) all or
substantially all of the assets of the particular division of SELLER identified with this AGREEMENT. “AFFILIATE”
shall mean, with respect to a party, any individual, corporation or other business entity that, either directly or
indirectly, controls such party, is controlled by such party, or is under common control with such party. “Control”
means possession of the power to direct, or cause the direction of the management and policies of a corporationor other entity whether through the ownership of voting securities, by contract or otherwise.
10.2
Return of PRODUCT for any reason whatsoever shall require prior written approval of SELLER.
10.3
BUYER warrants that no PRODUCT or part of any PRODUCT shall be utilized in any type of a) nuclear use
whatsoever; b) weapons systems or other similar military use; or c) medical, food processing or FDA regulateduse; unless otherwise agreed to herein by SELLER.
10.4
BUYER represents and warrants that a) it understands the nature and characteristics of the PRODUCT(S) and any
hazards associated with its use; b) it will adequately instruct and warn all persons, including all third parties, who
may come in contact with, or be in the vicinity of, the PRODUCT(S) in the proper safe use and handling of the
PRODUCT(S); c) it is not relying upon any representation, statement or other assertion made by SELLER or
its representatives or agents, with respect to the suitability of the PRODUCT(S) for any purpose and that
BUYER has made its own independent inquiry and testing and has formed an independent opinion concerning thesuitability of the PRODUCT(S) for the end use, conversion or application intended; and d) it will not assert any
claim against SELLER or hold SELLER liable, with respect to any information, testing or design furnished, or
failure to be furnished, by SELLER, including, without limitation, technical advice or recommendations. SELLER
assumes no obligation or liability for any technical assistance rendered incident to the AGREEMENT. Appropriate
literature has been assembled which provides information concerning the health and safety precautions thatmust be observed when handling PRODUCTS. Before working with PRODUCTS, BUYER must read and become
familiar with the available information on PRODUCT hazards, proper use, and handling. This cannot be
overemphasized. Information is available in several forms. Consult SELLER representative for additional
information.
10.5
BUYER acknowledges that PRODUCT(S) may not meet applicable government procurement requirements and that
SELLER may not be able to provide information required by government procurement regulations; and SELLER
shall have no liability whatsoever with respect to any requirements relating to, or arising from,

-4-

10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15

any government procurement regulations, unless first agreed to in writing, signed by an authorized
representative of SELLER.
No type of contractual obligation between BUYER and its customer(s) shall be applicable to, or create any liability
with respect to, SELLER, whether via “pass-through”, flow-down” or otherwise, and BUYER shall not otherwise
represent to its customer(s) such purported SELLER liability.
The rights and obligations under Articles 4, 6, 7, 9 and 10 herein shall survive the cancellation, termination or
expiration of the AGREEMENT.
Should any part of the AGREEMENT be deemed invalid by a court of law, it shall not constitute aninvalidation of any other part of the AGREEMENT, which shall otherwise remain in effect.
Failure of SELLER to effect, or any delay by SELLER to effect, any available right or remedy shall not be
construed to operate as a waiver of same.
Except as otherwise expressly provided, the AGREEMENT supercedes all prior agreements,
understandings or otherwise, whether oral or written, between BUYER and SELLER concerning the subject matterof the AGREEMENT.
BUYER and SELLER expressly agree and acknowledge that the United Nations Convention for theInternational Sale of Goods shall not apply to the AGREEMENT.
SELLER’S acceptance of a) payment; or b) specially endorsed checks shall not waive or limit any right or remedyof SELLER.
Nothing contained herein is intended nor shall be construed as creating a partnership, joint venture, agency,
distributorship or any other relationship except buyer and seller.
All headings herein are for reference only.
The AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective legal
representatives, successors and permitted assigns.

July 1st, 2020
TANIOBIS USA LLC-5-