SALES TERMS AND CONDITIONS – US ASK Chemicals LLC SALES TERMS AND
CONDITIONS - US1. SELLER warrants that Product will conform to the description statedherein. SELLER MAKES NO OTHER WARRANTY REGARDING QUALITY ORPERFORMANCE OF THE PRODUCT. THERE IS NO IMPLIED WARRANTY THAT THE
PRODUCTWILL BE MERCHANT ABLE OR FIT FOR BUYER’S PARTICULAR PURPOSE.
2. SELLER’s sole liability and BUYER’s exclusive remedy for non-conforming goods shallbe refund of the purchase price, including direct costs incurred by BUYER for shipping,storing, handling or disposing of non-conforming goods.
3. IN NO EVENT SHALL THE SELLER BE LIABLE FOR DIRECT, INDIRECT,INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL
DAMAGES.
4. BUYER shall pay all taxes, excises, fees or charges with respect to the sale ortransportation of the Product.
5. BUYER represents that it is not insolvent, as that term is defined in the Uniform
Commercial Code (U.C.C.).
6. BUYER acknowledges that it has received and is familiar with SELLER’s labeling andliterature concerning Product, and BUYER agrees to forward such information to its
employees, independent contractors, and others who handle and use the Product for
BUYER.
7. BUYER has independently determined the suitability of the Product for BUYER’s use.
8. BUYER will comply with all laws, rules and regulations pertaining to handling of theProduct, and BUYER assumes all risks and liability arising out of its use, storage, handlingand resale of the Product.
9. BUYER agrees to defend, indemnify and hold SELLER harmless against claims by any
third party (including BUYER’s employee sand customers) arising out of BUYER’s use,storage, handling or resale of the Product.
10. BUYER shall confirm the accuracy of all shipments, as to Product identity, quantity andquality upon receipt and BUYER waives all claims therefore unless made in writing anddelivered to SELLER within ten (10) days after receipt of goods.
11. BUYER accepts SELLER’S point-of-shipment weights and measurements, unlessproven incorrect. On sales made F.O.B. delivered basis, no allowances for shortage ordamage will be made by SELLER unless BUYER furnishes acknowledgment from thecarrier that same occurred in transit. On all sales made F.O.B. SELLER’S plant orwarehouse, BUYER will, in the event of loss or damage in transit, file its own claim withcarrier.

12. Neither BUYER or SELLER shall be liable for any delay in performance or nonperformance for any cause beyond the reasonable control of the party affected, whether or
not foreseeable by the party affected. Except as otherwise provided herein, U.C.C. Section
2-615 shall govern the rights of both parties hereto in the event of such delay or nonperformance.
13. If at any time the financial responsibility of BUYER, or the credit risk involved, shallbecome unsatisfactory to SELLER, SELLER may require cash or satisfactory security prior
to subsequent shipments or deliveries hereunder. The election by SELLER to require suchcash or security shall not affect the obligation of BUYER to take and pay for the contracted
materials. BUYER agrees to pay all costs and expenses, including reasonable attorneys’fees, incurred by SELLER in the collection of any sum payable by BUYER to SELLER.
14. A final, complete, and exclusive statement of the entire contract is contained herein,
including the face hereof, and no parol evidence, course of dealing, conduct, performance,
or usage of the trade shall be relevant to supplement or explain it.
15. Any action on behalf of BUYER for breach of the contract must be commenced within
one year after the cause of action has accrued.
16. This contract shall be governed by and construed under the laws of the State of Ohio.
NOTICE: If BUYER resells the Product, it is the responsibility of the BUYER to ensurecompliance with the U.S. export law. No Product(s) can be exported or re-exported without
proper export authority, which is granted by the U.S. Department of Commerce.