Amended and Restated Butadiene Sales Contract (Europe), dated June 17, 2010



 Exhibit 10.25 
 EXECUTION VERSION 
 CONFIDENTIAL TREATMENT REQUESTED UNDER 

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. 
 [*****] INDICATES OMITTED MATERIAL THAT IS THE 
 SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

 FILED SEPARATELY WITH THE COMMISSION. 
 THE OMITTED MATERIAL HAS BEEN FILED 
 SEPARATELY WITH THE COMMISSION. 

AMENDED AND RESTATED 
 BUTADIENE SALES CONTRACT (EUROPE) 
 BETWEEN 

DOW EUROPE GMBH 

AND 
 STYRON
EUROPE GMBH 







 Amended and Restated Sales Contract (this “Contract”) 

Date of Contract: June 17, 2010 
  

Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the
Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen, Rheinmuenster,
Hamina, Norrkoeping, Livorno or Schkopau according to the TERMS AND CONDITIONS set out below. 
  

			
	 	  	 Dow Europe GmbH

Bachtobelstrasse 3
 8810 Horgen –
Switzerland
 (“Seller”)

		
		  	 Styron Europe GmbH

Bachtobelstrasse 3
 8810 Horgen –
Switzerland
 (“Buyer”, each of Buyer and Seller a “Party”, and collectively, the “Parties”)

		
	 1.        Product
	  	Butadiene
		
	 2.        Specification
	  	Dow standard sales specification 12852-S for all Buyer’s Product consuming plants except for Rubber. Specification attached hereto as Appendix A and made part of this
Contract.
		
		  	Customer specification 12852-C101 for Buyer’s Product consuming Rubber plants ex Terneuzen. Specification attached hereto as Appendix B and made part of this
Contract.
		
		  	Customer specification 12852-C100 for Buyer’s Product consuming Rubber plants ex Boehlen. Specification attached hereto as Appendix C and made part of this
Contract
		
	 3.        Quantity
	  	 [*****]

		
		  	
		
	 4.        Price/Currency

(EXCLUSIVE OF VAT)
	  	 The following price formula shall apply, invoiced in EUR/MT:

 

		
		  	 [*****]

		
		  	
		
		  	


  
  

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		  	 [*****]

		
		  	
		
		  	In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate
the negotiations to senior management of each Party.
		
		  	If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry
consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller; provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such
arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues the decision and shall continue for the next thirty-six
(36) month period. For the avoidance of doubt, Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS shall not apply to a pricing dispute pursuant to this Section 4.
		
		  	In the event any of the indices referenced above ceases publication, stops reporting on Butadiene, materially changes its format for price reporting, or modifies the fundamental
basis for price reporting. Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within
thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation
becomes a dispute arising under this Contract and is settled pursuant to the terms of Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS.
		
	 5.        Period of Contract
	  	This Contract is effective as of June 17, 2010 and shall continue to be in effect for ten (10) years and x months from this date (n.b. termination should be at year end),
and shall continue for two(2) year periods thereafter until terminated by either Party with at least twelve (12) months prior written notice, unless previously terminated in writing in accordance with Section 18 of this Contract, without prejudice
to any other right of termination a Party may have in accordance with the terms hereof.
		
	 6.        Delivery Terms

(INCOTERMS 2000)
	  	 CIF Hamina
 CIP
Rheinmuenster,
 CIP Livorno,
 CIP
Norrkoeping,
 DDP Terneuzen,
 CIP
Schkopau for rail car deliveries ex Terneuzen,
 DDP Schkopau for pipeline transfers ex Boehlen.

		
	 7.        Delivery schedule
	  	Each calendar month, Buyer shall purchase [*****] of the Minimum Quantity of Product as set forth in Section 3 of this Contract (“Monthly Minimum”) and Seller shall
sell in each month up [*****] of such Maximum Quantity (“Monthly Maximum”). Buyer agrees to buy and accept and Seller agrees to sell and deliver Product throughout each month as is commercially


  
  

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		  	reasonable on this ratable basis. Buyer shall provide Seller a forecast of Product demand for the next calendar year by the fourth quarter of the then-current year which will
also set forth the volume split between delivery locations. Additionally, as further set out in Section 12 of this Contract, Buyer shall provide Seller a rolling three (3) month forecast provided at least five (5) business days before the end of
each calendar month. Volume to be split between delivery locations according to the rolling three (3) month forecast provided by Buyer. The provisions of this Section 7 are subject to reductions in the relevant quantities (a) as provided in Section
8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product due to the fault of Seller, or (d) for any reasons set forth in Sections 19 or
20 of this Contract. The Seller acknowledges that Seller’s sole and exclusive remedy for breach by Buyer of this Section 7 is as set forth in Sections 11 and 12 of this Contract
		
	 8.        Shipment Method
	  	Seagoing Vessel to Hamina, Rail to Schkopau, Rheinmuenster, Livorno, Norrkoeping, with Railcar deliveries in Seller’s or third party rail tank cars. Pipeline transfer to
Terneuzen and Schkopau
		
	 9.        Other conditions
	  	The quantity is determined on basis VAC with reference to Section 3 of Dow H&E GENERAL TERMS AND CONDITIONS
		
	 10.      Terms of payment
	  	 [*****]


  

	11.	Re-Marketing Fee 

 [*****]

 The Re-Marketing Fee under this Section 11 is intended to permit Buyer to optimize manufacturing operations in its
consuming facilities, but is not intended to permit Buyer to replace the minimum quantities of Product required to be purchased from Seller under this Contract with other purchases of butadiene obtained from third parties. 

 

	12.	Binding Forecast 

 Buyer
shall provide Seller a [*****] (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND
CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 18, 19, or 20 of this
Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast and the quantity of Product actually purchased by Buyer in the applicable calendar month. 

 

	13.	Railcar Rental Fees 


  
  

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 For deliveries by rail in Seller’s railcars, in case the rail tank cars are not
returned within the roundtrip time according to the Railway calculated from date of departure from the load point, Seller reserves the right to charge a rental fee per railcar and per day, without prejudice to any other right Seller may have. Any
delays not caused directly by Buyer or the company receiving the Product, are not subject to any rental fee charge. Railcar Rental Fees are payable thirty (30) days after date of invoice. 

 

	14.	Product Analysis 

 Seller,
for any volumes of Product delivered by seagoing vessel and rail, will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For this purpose Buyer will ensure, at any time during the
period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis. This provision is made with reference to Section 6
of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto. 
  

	15.	Inspection for Deliveries by Sea 

  

	 	15.1.	Quantity Inspection at Load Port 

 An independent surveyor reasonably acceptable to both Parties shall be appointed by Seller at load port. The independent surveyor shall be instructed to make the full quantity inspection report including
load readiness and sampling available to both Seller and Buyer regardless of the Party paying the inspection cost. The cost shall be for the account of Seller. 
  

	 	15.2.	Quality Inspection at Load Port 

 Buyer reserves the right, regardless of the Party paying the inspection cost, to request and receive a quality inspection report on composite of ship’s tanks after load or shore tanks as performed by
an independent surveyor at load port acceptable to both Parties. The independent surveyor shall be appointed by Seller. The cost shall be for the account of Buyer. 
  

	 	15.2.3.	Quantity Inspection at Discharge Port 

 Seller reserves the right to request and receive from Buyer a full quantity inspection report as performed by an independent surveyor at discharge port. The independent surveyor shall be appointed by
Buyer. 
 The cost shall be for the account of Buyer. 

 

	16.	Ship Requirements 

 The
ship shall meet all relevant legislation and all load and discharge port regulations and safety standards, and shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities (ISPS Code). If the ship
does not meet all such requirements, or is deemed unsafe, then the ship may be refused. The Party nominating the ship shall be liable for all damages (consequential damage is excluded) and costs resulting from the non-compliance with this article. A
ship may not be substituted without written consent of the other Party. 
  

	17.	Demurrage 

 Demurrage is
calculated at the rate confirmed in the accepted nomination. All Parties will be released from any and all demurrage liability under this Contract unless claim with supporting documentation is received in writing within ninety (90) days of the
date of completion of discharge of the cargo from the ship or barge. If the receiving Party (Logistic Department) of the claim under this Contract is of the opinion that the claim is incorrect, it may object to it by written notice given within
forty-five (45) days of the date of issuance of the claim. Lack of objection of the receiving Party shall constitute acceptance of the claim. An invoice for the claim can be issued upon acceptance of the receiving Party or lapse of the
forty-five (45) days period without objection. Demurrage is payable thirty (30) days after date of invoice. 
  

	18.	Planned Maintenance Turnarounds and Permanent Shutdown 


  
  

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 18.1. Planned Maintenance Turnarounds 

18.1.1. Seller Planned Maintenance Turnarounds 
 In the event of a planned Ethylene Cracker or Butadiene extraction unit turnaround, Seller reserves the option to cancel supply under this Contract at the affected site or sites in association with the
shutdown period; provided, that Seller gives Buyer at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this Section by Seller
is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Seller if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in association with the
shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule. 

18.1.1. Buyer Planned Maintenance Turnarounds 
 In the event of a planned shutdown at Buyer’s butadiene consuming facilities at the delivery locations listed in Section 6 of this Contract, Buyer reserves the option to cancel supply under this
Contract at the affected site or sites in association with the shutdown period provided Buyer gives Seller at least twelve (12) months advance notification in writing of the planned shutdown period. The parties agree that any twelve
(12) month notice provided under this section by Buyer is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Buyer if it gives sixty (60) days notice prior to the planned shutdown date. Any
subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

 18.2. Permanent Shutdown 
 18.2.1. Seller Permanent Shutdown 
 In the event that Seller decides to
permanently shutdown, close, sell, or liquidate Seller’s Ethylene Cracker or Butadiene extraction unit located at either Terneuzen or Boehlen, Seller reserves the option to unilaterally and permanently cancel supply under this Contract at the
affected site or sites or terminate this Contract with no penalty upon three (3) months advance written notice. In the even that Seller is no longer manufacturing or supplying, or selling Butadiene on a global basis due to the sale of the
related business, cessation of operations or shutdown or sale of various assets, Seller may terminate this Contract with no penalty upon three (3) months written notice. If Seller gives three (3) months notice to terminate this Contract,
as provided for under this paragraph, Seller agrees to provide twelve (12) months supply support post shutdown by finding supply of Product for the affected site or sites in the market for Buyer to be purchased and supplied by Seller at market
terms, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. In such a case that Seller permanently
cancels supply at Terneuzen, as provided under this paragraph, Seller will provide Buyer access to Seller’s Terneuzen infrastructure for a fee to be equal to the economic costs to be determined at the time of shutdown. 

18.2.2. Buyer Permanent Shutdown 
 In the event that Buyer decides to permanently shutdown or close Buyer’s butadiene consuming facilities located at the delivery locations listed in Section 6 of this Contract, Buyer reserves the
option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months written notice. If Buyer gives three (3) months notice to terminate
this Contract, as provided for under this paragraph, Buyer agrees to provide twelve (12) months Buyer support post shutdown to either consume or pay the Re-Marketing Fee as described in Section 11 of this Contract for any volumes not
purchased during this twelve (12) month period. 

  
  

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 18.3 Seller and Buyer Cooperation 

Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Ethylene Cracker or Butadiene
extraction unit and Buyer’s Product consuming facilities to optimize downtime and minimize the impact of shutdowns on the operations of Seller and Buyer. 
  

	19.	Product Availability 


Buyer acknowledges that the Product supplied under this Contract is a co-product of Seller’s cracking operation for the production of
Ethylene and Propylene. In the event that Seller decides at any time to reduce its cracking operation for any reason, the quantity specified in this Contract may be reduced at Seller’s option without any liability to Seller. In the event that
Seller elects at any time to change the feedstock for cracker operation which reduces the co-product production, the quantity specified in this Contract may be reduced at Seller’s option proportionally to the reduction of the co-product
production without any liability to Seller. 
  

	20.	Excused Performance 

 The
Parties agree that Seller’s inability to obtain raw materials or energy at a cost consistent with the terms agreed hereunder shall reduce the quantities of Products to be delivered without liability, and shall be treated like a Force Majeure
event. In the event of Force Majeure declared by Seller pursuant to this Section 20, the reduced quantity of Product shall be apportioned at Seller’s reasonable discretion among Seller’s customers other than Seller’s Affiliates.

  

	21.	Assignment of Contract and/or claims 

 This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a
competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any
assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided,
however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly-owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect
delivery of the Product and invoice Buyer directly.) “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be
otherwise assigned by Seller to any third party without the consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition,
divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or
properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an
assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Seller and Buyer may assign their respective claims under this Contract to third parties. Agreed quantities and
other terms shall not be affected by an assignment. 
 In the event Dow Europe GmbH or its Affiliates sell, convey, divest, or
contribute to a joint venture the Ethylene Crackers located at both Terneuzen and Boehlen, then Dow Europe GmbH is obligated to assign this Contract to the third party purchaser or the joint venture for which the assets were contributed, except that
only Dow Europe GmbH is subject to this assignment obligation and such obligation does not transfer to any subsequent assignee who were the third party purchaser or the joint venture for which the assets were contributed. 

 

	22.	Controlling Terms & Amendments 

 By ordering any of the Products detailed in this Contract, Buyer agrees to all the terms and conditions contained in this document and in the Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto,
which override any additional or different terms or conditions included in Buyer’s purchase order or other 

  
  

Page 7 of 18 








 
documents or referred to by Buyer. Any amendments or additions to this Sales Contract shall be valid only if agreed in writing by both Parties. 

 

	23.	Contact Persons 

 Seller:

  

					
	 Planning/Logistic Coordinator
	  	Commercial Coordinator	  	Commercial Manager
	 G. VAN DIJK / K. SIERENS
	  	P. WEILBAECHER	  	V. JACOBSON
	 TERNEUZEN
	  	HORGEN	  	HORGEN
	 TEL 0031-115673077 / 2689
	  	TEL 0041-44 728 2973	  	TEL 0041-44 728 2765
	 FAX 0031-11567 3782
	  	FAX 0041-44 728 3343	  	FAX 0041-44 728 3343
	 EMAIL gvdijk@dow.com
	  	EMAIL pwweilbaecher@dow.com	  	EMAIL vjacobson@dow.com
	 ksierens@dow.com
	  		  	
			
	 Credit Manager
	  	Accounts Receivable	  	Demurrage Coordinator Ship/Barge
	 S. LAMAS, HORGEN
	  	A. KRAMER-CAPPILLI, HORGEN	  	ASHISH RATNAPARKHI
	 TEL 0041-44 728 2833
	  	TEL 0041-44 728 2651	  	TEL 0091 2267784848
	 EMAIL slamas@dow.com
	  	EMAIL acappilli@dow.com	  	EMAIL aratnaparkhi@dow.com
	 FAX 041-44 728 2308
	  	S. WOODS	  	
		  	TEL 0041 44 728 2552	  	
		  	EMAIL swoods2@dow.com	  	
	Buyer:	  		  	
			
	 Planning/Logistic Coordinator
	  	Commercial Coordinator	  	Commercial Manager
	 Terneuzen
	  		  	
	 C. ANTHEUNISSE
	  	P. CALLER	  	A. CIOANCA
	 TEL 0031-115672896
	  	HORGEN	  	HORGEN
	 EMAIL
	  	TEL 0041-44 728 3663	  	TEL 0041-44 728 2688
	 cantheunisse@dow.com
	  	EMAIL pcaller@dow.com	  	EMAIL acioanca@dow.com

  

	24.	Amendment and General Release 

 The Butadiene Sales Contract (Europe), dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and
shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors
and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be
effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010 pursuant
to the Initial Contract. 
 [SIGNATURE PAGE FOLLOWS] 

  
  

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	DOW EUROPE GMBH	 		 	STYRON EUROPE GMBH
					
	BY:	 	 Stephen Doktycz
	 		 	BY:	 	 Stephen Doktycz

	NAME:	 	Stephen Doktycz	 		 	NAME:	 	Stephen Doktycz
					
	TITLE:	 	Authorized Representative	 		 	TITLE:	 	Authorized Representative
			
	Date Executed: June 17, 2010	 		 	Date Executed: June 17, 2010
				
		 		 		 	STYRON EUROPE GMBH
					
		 		 		 	BY:	 	 /s/ Timothy King

		 		 		 	NAME:	 	Timothy King
					
		 		 		 	TITLE:	 	Authorized Representative
				
		 		 		 	Date Executed: June 17, 2010


[Signature Page to Amended and Restated Butadiene Sales Contract (Europe)] 







 DOW H&E GENERAL TERMS AND CONDITIONS 

 

	1.	Interpretation of Trade Terms 

 Trade terms shall be interpreted in accordance with INCOTERMS 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under INCOTERMS 2000. If this Contract does not specify trade
terms as defined in INCOTERMS 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries, title to and risk of loss of Product will transfer from Seller to Buyer when Product passes the
connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point, notwithstanding the foregoing, Seller is not liable for Product that fails to meet Specification due to Buyer’s failure to
timely pull Product from pipeline, further, Buyer must accept all such off-spec. Product. 
  

	2.	Payment and Payment Value Date 

 (I) Payment shall be made in such a way that Seller’s designated bank account will be credited for good value in accordance with the Payment terms specified in this Contract. Payment of the full
amount invoiced does not constitute a waiver with respect to any claims Buyer may have against Seller. (II) If payment due date falls on a Saturday or on a holiday other than a Monday, payment shall be made on the last preceding banking day. If
payment due date falls on a Sunday or a holiday on a Monday, payment shall be made on the next banking day. 
  

	3.	Determination of Invoice Quantity of Product 

 The quantity of the Product to be invoiced shall be determined at load point in accordance with the methods and procedures applicable to deliveries of the Product and the Shipment Method defined in this
Contract or in accordance to the results of an independent surveyor acceptable to both Parties. An independent surveyor acting on behalf of Buyer, at Buyer’s expense, shall have the right to verify, under an appropriate secrecy agreement.
Seller’s calibration procedures and measurement records of Seller’s meters. In case of dispute, the results of an independent surveyor shall be final and binding to both Parties. 

 

	4.	Seller’s Commitments 

  

	 	4.1	Seller undertakes that the Product at the time of delivery meet the agreed Specifications. 


 

	 	4.2	Seller will supply Buyer with the current Material Safety Data Sheets (MSDS). 


 

	 	4.3	Seller will convey the Product with good title, free from any lawful lien or encumbrance. 


 

	5.	Responsible Practices 


Buyer will (I) familiarize itself with any product literature or information Seller provides under Seller’s product stewardship
program, including MSDS, (II) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and customers
in these practices and (III) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer has failed to comply with any of its commitments under this Section 5, Seller will provide Buyer with thirty
(30) days to cure such failure to comply. If Buyer does not cure such failure to comply within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”).
Upon the end of the Suspension Period, if Buyer has not cured such failure to comply. Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

  

	6.	Documentary Instructions 


Buyer shall inform Seller about any documentary and invoicing instructions at least two working days prior to loading date. 

 

	7.	Liability 

 In the event
of any liability by either Party whether arising from breach of Contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the Contract price for the Product with respect to which damages are claimed.
In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract. 
  

	8.	Force Majeure 

 In the
event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, all interfering with
the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The affected Party shall decide at its
reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased. The Parties agree to retain absolute discretion on relation to allocation with their respective affiliates,
provided, however, that during an event subject to this Section 8, Seller shall treat Buyer in the same manner as all other contract customers for Product. 

 

	9.	Default 

  

	 	9.1	 If Buyer fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due, Buyer shall be in
default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract
following a thirty (30) day notice by Seller, then Seller 



  
 Page 10 of 18










	 	 
may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract. 



 

	 	9.2	Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date and to any other rights Seller may have under this Contract, to charge as
from the due date without further notice, interest on any overdue balance of a rate equal to the one month LIBOR interest for the currency invoiced, as fixed by the British Bankers Association on the last business day of the month preceding the date
of payment, plus five percent (5%) points. 

  

	 	9.3	If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then
Seller may, after three (3) day’s prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other
security. 

  

	10.	Performance by Affiliates 


At Seller’s option, any Contract obligation may be performed by Seller or any of its affiliates. Any deliveries made under this
condition may be invoiced by such affiliate and shall constitute performance of this Contract by Seller. 
  

	11.	Severability of Provisions 


Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall
not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to preserve the initial intent and purpose of this Contract. 

 

	12.	Non-Waiver 

 Failure to
exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion. 
  

	13.	Applicable Law 

 This
Contract shall be governed and construed in accordance with the internal laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract. All disputes arising under
this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland.
The language of the arbitration shall be English. 
  

	14.	No Set-off 

 Regardless of
any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such
party to the other party, whether under this Contract or otherwise. 
  

	15.	Counterparts 

 This
Contract may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the Parties in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. 

  
 Page 11 of 18









 APPENDIX A 
 TO 
 BUTADIENE SUPPLY AGREEMENT (EUROPE) 

 

			
	THE DOW CHEMICAL COMPANY	  	Page: 1

 SALES SPECIFICATION 

Date Printed: 11 JAN 2010 
  

			
	SPECIFIED MATERIAL: 00012852-S	  	Effective: 10 JAN 2006  
		  	Supersedes: 10 APR 2003  

 NAME:
Butadiene - E 
 MATERIAL DESCRIPTION: 
 Color: clear, colorless 
 Odor: olefinic 

Appearance/Physical State: liquified gas under pressure 
 Description Note: 
 A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT. SHIPPED
AS A FLAMMABLE COMPRESSED GAS. 
 TEST REQUIREMENTS 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	 1, 3-Butadiene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 1, 2-Butadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Methyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Butene-1
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Isobutylene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Propadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Vinyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Water
	  	[*****]	  	ppm wt	  	ASTM D1744
				
	 Inhibitor (4-TBC)
	  	[*****]	  	ppm wt	  	ISO 8176
				
	 cis-Butene-2
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Methanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 Ethanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 trans-Butene-2
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Sulfur, Total, as S
	  	[*****]	  	ppm wt	  	ASTM D3246
				
	 Chlorides (as Cl)
	  	[*****]	  	ppm wt	  	UOP 779
				
	 Butadiene Dimer, at departure
	  	[*****]	  	ppm wt	  	ASTM D2426

 Continued on Next
Page 

  
 Page 12 of 18









 THE DOW CHEMICAL COMPANY 
 Page: 2 
 SALES SPECIFICATION 

 

			
	SPECIFIED MATERIAL: 00012852-S	  	Effective: 10 JAN 2006
	NAME: Butadiene - E	  	

 TEST REQUIREMENTS (CONTINUED) 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	 Peroxides, (as H202)
	  	[*****]	  	ppm wt	  	ASTM D5799
				
	 alpha-Acetylenes, Total
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Extraction Solvent 1
	  	[*****]	  	ppm wt	  	ASTM E1140
				
	 Cyclopentadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Carbonyls, (as Acetaldehyde)
	  	[*****]	  	ppm wt	  	ASTM D4423
				
	 Ammonia + Amines
	  	[*****]	  	ppm wt	  	ASTM D4629
				
	 C5 and Heavier
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Nonvolatile Residue
	  	[*****]	  	ppm wt	  	ASTM D1025
				
	 Oxygen, in vapor phase 2
	  	[*****]	  	% vol	  	ASTM D2504
				
	 Contamination, clear & free
	  	[*****]	  		  	Visual

 TEST REQUIREMENTS NOTES:

  

	1.	Terneuzen product: Acetinitril 


Boehlen product: n-methyl Pyrollydon 
  

	2.	Not applicable for BSL supplies. 

 READ
PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING. 
 uthor: GPDIS SYSTEM 







 APPENDIX B 
 TO 
 BUTADIENE SUPPLY AGREEMENT (EUROPE) 

 

							
	                THE DOW CHEMICAL COMPANY	  	 	Page: 1	  

 CUSTOMER SPECIFICATION

 Date Printed: 5 MAY 2010 
  

			
	SPECIFIED MATERIAL: 00012852-C101 QAC: 440	  	Effective: 05 MAY 2010
		  	Supersedes: 28 APR 2010

 NAME: Butadiene - E

  

							
	CUSTOMER NAME/ADDRESS:	  		  		  	
	STYRON DEUTSCHLAND GMBH	  		  		  	
	WERK SCHKOPAU	  	SCHKOPAU	  		  	
	SACHSEN-ANHALT	  	GERMANY	  	06258	  	

 MATERIAL DESCRIPTION: 
 Color: clear, colorless 
 Odor: olefinic 

Appearance/Physical State: liquefied gas under pressure 
 Description Note: 
 A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT. SHIPPED
AS A FLAMMABLE COMPRESSED GAS. 
 QUALIFIED LOCATIONS: 
 EUROPE/MIDDLE EAST/AFRICA: TERNEUZEN, NETHERLANDS 
 TEST REQUIREMENTS 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	 1, 3-Butadiene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Methyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Butene-1
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Isobutylene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Propadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Vinyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Inhibitor (4-TBC)
	  	[*****]	  	ppm wt	  	ISO 8176
				
	 Methanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 Ethanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 cis- & trans-2-Butene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Sulfur, Total, as S
	  	[*****]	  	ppm wt	  	ASTM D3246

 Continued on Next Page


  
 Page 14 of 18









 THE DOW CHEMICAL COMPANY 
 Page: 2 
 CUSTOMER SPECIFICATION 

 

					
	SPECIFIED MATERIAL: 00012852-C101	 		  	Effective: 05 MAY 2010
	NAME: Butadiene - E	 		  	

 TEST REQUIREMENTS (CONTINUED) 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	 Chlorides (as Cl)
	  	[*****]	  	ppm wt	  	UOP 779
				
	 Butadiene Dimer, at departure
	  	[*****]	  	ppm wt	  	ASTM D2426
				
	 Peroxides, (as H202)
	  	[*****]	  	ppm wt	  	ASTM D5799
				
	 alpha-Acetylenes, Total
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Extraction Solvent 1
	  	[*****]	  	ppm wt	  	ASTM E1140
				
	 Cyclopentadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Nonvolatile Residue 2
	  	[*****]	  	ppm wt	  	ASTM D1025
				
	 Ammonia + Amines 3
	  	[*****]	  	ppm wt	  	UOP 430
				
	 1, 2-Butadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Carbonyls, (as Acetaldehyde)
	  	[*****]	  	ppm wt	  	ASTM D4423
				
	 C5 and Heavier
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Oxygen, in vapor phase 4
	  	[*****]	  	% vol	  	ASTM D2504
				
	 Water
	  	[*****]	  	ppm wt	  	ASTM D1744
				
	 Contamination, clear & free
	  	[*****]	  		  	Visual

 TEST REQUIREMENTS NOTES:

  

	1.	Terneuzen - extraction solvent is acetonitrile 

  

	2.	Including TBC 

 Continued on Next Page









	3.	When using ASTM D4629 result must be corrected by extracting concentration of N from extraction solvent. 


[*****] 
  

	4.	Requirement for barge/ship/rail transfers only. Not applicable to pipeline transfers. This parameter will not be routinely analyzed by Terneuzen based on operating
discipline which minimizes oxygen level in railcars. 

 NOTES 

1. This spec is for product transactions between producer Terneuzen and customer Schkopau (Styron). 

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY. 
 READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.








 APPENDIX C 
 TO 
 BUTADIENE SUPPLY AGREEMENT (EUROPE) 

THE DOW CHEMICAL COMPANY 
 Page:
1 
 CUSTOMER SPECIFICATION 
 Date Printed: 5 MAY 2010 
  

					
	SPECIFIED MATERIAL: 00012852-C100	 		  	Effective: 09 MAR 2010

 NAME: BUTADIENE-E 

 

							
	CUSTOMER NAME/ADDRESS:	  		  		  	
	STYRON DEUTSCHLAND GMBH	  		  		  	
	WERK SCHKOPAU	  	SCHKOPAU	  		  	
	SACHSEN-ANHALT	  	GERMANY	  	06258	  	

 MATERIAL DESCRIPTION: 
 Color: clear, colorless 
 Odor: olefinic 

Appearance/Physical State: liquefied gas under pressure 
 Description Note: 
 A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT.
SHIPPED AS A FLAMMABLE COMPRESSED GAS. 
 TEST REQUIREMENTS 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	 1, 3-Butadiene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Methyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Butene-1
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Isobutylene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Propadiene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Vinyl Acetylene
	  	[*****]	  	ppm wt	  	ASTM D2593
				
	 Inhibitor (4-TBC)
	  	[*****]	  	ppm wt	  	ISO 8176
				
	 Methanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 Ethanol
	  	[*****]	  	ppm wt	  	ASTM D4864
				
	 cis- & trans-2-Butene
	  	[*****]	  	% wt	  	ASTM D2593
				
	 Sulfur, Total, as S
	  	[*****]	  	ppm wt	  	ASTM D3246
				
	 Chlorides (as Cl)
	  	[*****]	  	ppm wt	  	UOP 779
				
	 Butadiene Dimer, at departure
	  	[*****]	  	ppm wt	  	ASTM D2426

 Continued on Next Page


  
 Page 17 of 18









 THE DOW CHEMICAL COMPANY 
 Page: 2 
 CUSTOMER SPECIFICATION 

 

			
	SPECIFIED MATERIAL: 00012852-C100	  	Effective: 09 MAR 2010
	NAME: BUTADIENE-E	  	

 TEST REQUIREMENTS (CONTINUED) 

 

							
	 TEST ITEM AND CONDITION N
	  	LIMIT	  	UNIT	  	METHOD
				
	Peroxides, (as H202)	  	[*****]	  	ppm wt	  	ASTM D5799
				
	alpha-Acetylenes, Total	  	[*****]	  	ppm wt	  	ASTM D2593
				
	Extraction Solvent 1	  	[*****]	  	ppm wt	  	ASTM E1140
				
	Cyclopentadiene	  	[*****]	  	ppm wt	  	ASTM D2593
				
	Nonvolatile Residue 2	  	[*****]	  	ppm wt	  	ASTM D1025
				
	1, 2-Butadiene	  	[*****]	  	ppm wt	  	ASTM D2593
				
	Carbonyls, (as Acetaldehyde)	  	[*****]	  	ppm wt	  	ASTM D4423
				
	Ammonia + Amines	  	[*****]	  	ppm wt	  	UOP 430
				
	C5 and Heavier	  	[*****]	  	ppm wt	  	ASTM D2593
				
	Water	  	[*****]	  	ppm wt	  	ASTM D1744
				
	Contamination, clear & free	  	[*****]	  		  	Visual
				
	C3-Hydrocarbons	  	[*****]	  	% wt	  	ASTM D2593

 TEST REQUIREMENTS NOTES:

  

	1.	Extraction solvent in N-methylpyrrolidone (NMP). 

  

	2.	Including TBC. 

 INFORMATION OR DISTRIBUTION
RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY. 
 READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED
IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.