GENERAL SALES TERMS & CONDITIONS – BloomchemAG BV

Unless otherwise agreed in writing, all the sales by BLOOMCHEMAG are exclusively governed by the following general terms and conditions and these general terms & conditions comprise the basis on which BLOOMCHEMAG sells product. CUSTOMER irrevocably agrees to purchase from BLOOMCHEMAG, the products mentioned on the order confirmation subject to these terms and conditions; and BLOOMCHEMAG upon execution of Order, agrees to sell the Goods to CUSTOMER. CUSTOMER’s terms and conditions of purchase mentioned on CUSTOMER’s order forms or any other of his documents shall not apply and will not be considered as waivers. In case of any inconsistency between the English version of these General sales terms and conditions and a version in any other language, the English version shall prevail.

DEFINITIONS

In General Sales Terms Conditions, Seller and the counter party to any Contract shall be referred to as “BLOOMCHEMAG” & “CUSTOMER” respectively; each of these may also be referred to as “Party” and together as “Parties”. “Contract” implies the relevant Order Confirmation. “Order” implies the document issued by CUSTOMER to order Products for purchase / procurement from BLOOMCHEMAG. “Order Confirmation” implies the PI (Purchase/Performa Invoice) or any document issued by BLOOMCHEMAG to CUSTOMER to confirm written acceptance for an Order. “Product(s)” means the product(s) or goods as specified in the relevant Contract. Business Day implies a day when both BLOOMCHEMAG and CUSTOMER are open for general business and, in the event of a payment due on any such day, a day considered will be when the bank(s) of BLOOMCHEMAG are open for general business in the place where a payment is required to be received. “Delivery” implies the moment & place at the Delivery Point when the risk associated to the Product passes from BLOOMCHEMAG to CUSTOMER according to the applicable delivery terms and conditions issued by the BLOOMCHEMAG. This Order represents the sole and entire agreement and understanding between the parties and supersedes and replaces all previous contracts or understandings, written or oral, with respect to the Unit. No amendment of the terms hereof will be binding unless signed by Customer and by BLOOMCHEMAG.

BLOOMCHEMAG reserves the right to refuse to enter into, and to cancel any order, placed under this Contract if BLOOMCHEMAG in its sole discretion determines or judges that the entry into such order, the supply of product(s) or the performance of the transaction to which such order relates would violate any applicable law or regulation of the Belgium or any other government. CUSTOMER agrees that any such refusal or cancellation by BLOOMCHEMAG will not constitute a breach of any obligation under this Contract and hereby waives any and all claim(s) against BLOOMCHEMAG for any loss, expense or cost, including consequential damages that the CUSTOMER may incur by virtue of such refusal(s) or cancellation(s). The laws of Belgium shall govern this Order and the conditions stipulated herein. All disputes in connection with this Order & the conditions stipulated herein shall be subject to the exclusive jurisdiction of the competent courts of district of Turnhout, Belgium except where BLOOMCHEMAG elects to bring proceedings in jurisdiction of competent courts of National Capital Region of India where parent company BLOOMCHEMAG Private Limited is incorporated, to safeguard any of its rights, including, but not limited to, re-possession of Goods or enforcing title retention or otherwise. The United Nations Convention on the International Sale of Goods or any other jurisdiction will not apply to the Contract.

1. ORDERS

   All Orders are accepted on and subject to these General Terms and Conditions of Sale. No changes to an Order issued by CUSTOMER shall be binding on BLOOMCHEMAG unless explicitly approved by BLOOMCHEMAG by issuing a new Order. Orders are deemed to have been accepted by CUSTOMER by delivering the Products.

2. PRICE, PAYMENT & TAXES

   The price agreed is the one stipulated in the offer and can only be modified by foregoing written agreement. The price stated on the Order confirmation as per INCOTERMS 2010 and is valid in the currency mentioned in the offer and excludes VAT, taxes, duties, insurance and transport unless clearly offered as such. Any tax (other than on income), duty or other governmental charge now or hereafter imposed on Product (or on BLOOMCHEMAG, or required to be collected or paid by BLOOMCHEMAG, by reason of the transportation, sale or use of such Product) (“Tax”) will be paid by CUSTOMER in addition to the sale price. BLOOMCHEMAG invoices are latest payable in full on the due-date and at the registered office of BLOOMCHEMAG. CUSTOMER shall make payment in accordance with the terms stated on the Order confirmation and may not suspend its payment obligations or set-off or deduct any amount charged by BLOOMCHEMAG for any reason whatsoever. Any delay in payment shall give rise by law and without formal notice, to the payment of 15% interest starting on the due-date of the invoice. Each overdue payment of any invoice on the due date shall immediately give rise to the payment of any and all outstanding invoices.

3. PRODUCT QUANTITY/QUALITY

   Subject to the terms and conditions set forth in these General Sales Terms & Conditions, BLOOMCHEMAG shall deliver to CUSTOMER and CUSTOMER shall take from BLOOMCHEMAG the quantity of Products within the tolerance range as specified in the relevant Contract. CUSTOMER acknowledges that the weight indicated in the Order confirmation shall be conclusive and binding upon measurement made at shipping point. Quantity of Goods shall be deemed conclusive and binding as indicated in the respective Bill of Lading and/or weight bill attached to this Order pursuant to confirmation issued by tank installation or appointed Surveyor at loading point. BLOOMCHEMAG shall make reasonable commercial efforts to inform CUSTOMER in advance on the actual quantity expected to be delivered. In any event CUSTOMER shall pay BLOOMCHEMAG the price for the quantity of Products actually delivered and taken or retained. CUSTOMER shall notify BLOOMCHEMAG in writing of any claim related to delivered quantities as soon as practicable and in any event within two Business Day following Delivery, failing which the quantity shall be deemed accepted and any right to raise any quantity claim waived. BLOOMCHEMAG shall not be liable for any special indirect or consequential damages or loss of profit from resale of product. No legal proceeding or demand for arbitration arising under this contract shall be maintainable against BLOOMCHEMAG unless commenced or made within 15 days after passing of title of product or failure to deliver product hereunder.

4. DELIVERY AND TRANSPORTATION

   The mode and method of transport, shipping, packaging, etc., is determined by BLOOMCHEMAG if no further indication is provided by the CUSTOMER. Any specific requirement(s) of the CUSTOMER on the transport / shipment will only be performed if the CUSTOMER has declared and agreed that it will bear the additional costs. The Goods shall be delivered specific to INCOTERMS 2010 terms as stipulated in the Order confirmation. BLOOMCHEMAG shall use reasonable effort(s) to adhere to the Anticipated Delivery Date as stated on the Order confirmation but delivery period as stated in order for delivery and implementation(s) are not binding, and are only target dates. BLOOMCHEMAG shall not be liable for any loss resulting from any delay in delivery; nor shall the CUSTOMER be entitled to cancel the Order due to failure to deliver by the Anticipated Delivery Date or any kind of compensation thereof. The CUSTOMER acknowledges that the Goods may be delivered in partial shipments, each deemed as a separate sale and default of BLOOMCHEMAG in respect of any one or more shipments shall not entitle CUSTOMER to repudiate, terminate or rescind the Order in respect of other shipments. Any liability on the part of BLOOMCHEMAG for failure or delay in delivery is hereby excluded. If the time of delivery is met, this will not exempt the CUSTOMER from his/its obligations.

   Subject to these terms and conditions, CUSTOMER irrevocably undertake to indemnify BLOOMCHEMAG for any and all expenses & costs incurred by BLOOMCHEMAG relating to and/or connected with storage of Goods after Expected Date of Delivery and in the event that CUSTOMER did not lift up Goods (or taken Delivery), in whole or in part(s), such obligation to reimburse BLOOMCHEMAG shall not be less than EUR 12 per metric ton. CUSTOMER acknowledges that for DDU and / or DDP deliveries, a 2 hours discharge time is free of charge. Discharge time starts on arrival of truck / container at destination. Following such initial two hours, CUSTOMER shall pay BLOOMCHEMAG a demurrage fee of EUR 55 per hour.

5. TRANSFER OF OWNERSHIP AND RISK

   Risk of loss or damage to the Goods shall pass to CUSTOMER upon Delivery INCOTERMS 2010 term stipulated on the Order confirmation; BLOOMCHEMAG will retain the full ownership of the Goods, to the fullest extent, and the title thereto shall remain exclusively with BLOOMCHEMAG, unless and until BLOOMCHEMAG receives all payments due for the Goods and in respect of the Order, including any and all additional payments due in respect of delivery. CUSTOMER shall not remove or obscure any label or marking which may allow the goods to be identified with BLOOMCHEMAG. Before BLOOMCHEMAG has received full payment of the Price stipulated on the Order confirmation, CUSTOMER shall not sell, lease or otherwise dispose of the Goods, shall take proper care of the Goods and shall keep the Goods free & clear from any and all liens, pledges, security interests, encumbrances and rights of any third party, except those created by BLOOMCHEMAG. CUSTOMER shall give BLOOMCHEMAG immediate notice of any judicial process or encumbrance affecting the Goods and shall indemnify and hold BLOOMCHEMAG harmless against any loss or damage caused thereby, including, without limitation, court costs, reasonable legal fees and expenses. In case of event that the Products are processed or otherwise mixed with any other goods to form a new product, upon manufacture of such new product(s), BLOOMCHEMAG will retain the security and this therein shall be vested on the basis of the value of the Products over the value of such new product or article. Until the payment is made, the Products must be separately stored (where possible), identified and must be returned or be available for collection at BLOOMCHEMAG’s discretion. BLOOMCHEMAG also reserves the right to enter customer’s premises to collect the Products. If the goods are resold before the payment is completed, they are replaced by the receivables for the purchase price, which are hereby transferred to BLOOMCHEMAG as security. BLOOMCHEMAG may enter CUSTOMER's premises or seek an order by any court or other competent authority to this effect. BLOOMCHEMAG is allowed to recover the Products supplied without the need to inform CUSTOMER or respect any other kind of formal acceptance. The CUSTOMER may only re-sell the Products if he has become the legal owner of the Products in accordance with the provisions in this agreement.

6. INFORMATION & NONCONFORMITY

   BLOOMCHEMAG will provide CUSTOMER Material Safety Data Sheets (MSDSs) upon request of the CUSTOMER. However, any information mentioned from BLOOMCHEMAG is given and accepted at CUSTOMER’s risk. The CUSTOMER should acknowledge that it is familiar with the product(s) and will take such precautions for hazards and properly handling, management and disposal of wastes and residues resulting from the purchase thereof in accordance with applicable laws and regulations. CUSTOMER shall disseminate appropriate safety, health and environment information to person(s) (includes but not limited to CUSTOMER's employees, contractors and customers) as required by law or which CUSTOMER foresees may be exposed to Product.

7. MSDS

   BLOOMCHEMAG will provide CUSTOMER Material Safety Data Sheets (MSDSs) upon request of the CUSTOMER. However, any information mentioned from BLOOMCHEMAG is given and accepted at CUSTOMER’s risk. The CUSTOMER should acknowledge that it is familiar with the product(s) and will take such precautions for hazards and properly handling, management and disposal of wastes and residues resulting from the purchase thereof in accordance with applicable laws and regulations. CUSTOMER shall disseminate appropriate safety, health and environment information to person(s) (includes but not limited to CUSTOMER's employees, contractors and customers) as required by law or which CUSTOMER foresees may be exposed to Product.

8. CONFIDENTIALITY

   All elements of this contract are to be kept private and confidential by all parties concerned. CUSTOMER acknowledges that all information relating to BLOOMCHEMAG, including but not limited to the offers and technical documentation, whether or not marked as “Confidential” or “Proprietary” shall be considered as strictly confidential. The CUSTOMER shall not disclose any such Confidential Information to any third party and shall not use any such Confidential Information for any purpose without consent of BLOOMCHEMAG.

   In this context, CUSTOMER shall take all necessary steps to avoid the disclosure of those Confidential Information and use the same care and discretion as in protecting its own confidential information.

9. LIMITED WARRANTY AND LIABILITY

   BLOOMCHEMAG warrants, subject to Conditions mentioned herein, that (a) the Goods shall conform with the specification stated on the Order confirmation and (b) at the time of Delivery, the Goods shall be adequately contained, packed and labeled & conform to the standards as per Order Confirmation; This warranty applies only if (a) BLOOMCHEMAG has received a written notice from CUSTOMER giving details of the defective or non-conformity of the Goods pursuant to Condition 4, (b) BLOOMCHEMAG has been afforded a reasonable opportunity to inspect the Goods in question, (c) in cases of non-conformity of quality or quantity of the Goods delivered, CUSTOMER has provided together with its notice all pertinent details and survey report by a reputable and recognized licensed surveyor, and (d) CUSTOMER has provided, at its expense, all assistance and support necessary for BLOOMCHEMAG to fulfill its obligations under this warranty; Except for the express warranty under above condition BLOOMCHEMAG , its affiliates , suppliers, licensors or manufacturers give no other warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and the provisions of or failure to provide support services. To the maximum extent permitted by applicable law, in no event shall BLOOMCHEMAG, its affiliates, suppliers, licensors or manufacturers be liable, in contract or in tort, for any special, incidental, indirect loss, cost or expense, including, but not limited to loss of business profits, business interruption, loss of information, loss of use, loss of or damage to data or records, damage to goodwill, and all other consequential or incidental damages (other than liability for death or personal injury resulting from BLOOMCHEMAG’s fault) of CUSTOMER and/or its clientele suffered for, incurred by CUSTOMER or CUSTOMER’s clientele arising from the Goods or non-delivery of the Goods or non-conformity of the Goods or otherwise; Notwithstanding anything herein to the contrary, BLOOMCHEMAG’s liability shall not exceed the difference between the value of the respective defective, non-conform or non-delivered Goods at the time of delivery and the price attributed to them on the Order confirmation.

10. TERMINATION AND SUSPENSION

    The rights to hold & use the Products / goods shall automatically terminate without need of any notice in the event that a proceeding for suspension of payments, controlled administration, bankruptcy, insolvency, liquidation, winding-up, (or the equivalent under any jurisdiction) is initiated by or against CUSTOMER, or CUSTOMER enters into an arrangement with its creditors for its debts. Upon termination of such rights: (a) all sums owed by CUSTOMER to BLOOMCHEMAG shall become immediately due and payable; (b) BLOOMCHEMAG shall be entitled to retake possession of the Products and/or to resell the Products, and for any such purposes.

11. INSURANCE

    Until title to the Goods has passed to CUSTOMER in accordance with Condition mentioned as per Terms and Conditions, Customer, at its own expense, shall maintain the following a standard “All Risk” property insurance with a reputable insurance company acceptable to BLOOMCHEMAG, covering the Goods and, inter alia, the following risks: floods, earthquake, fire, storm, aircraft etc., for an amount of at least the BLOOMCHEMAG’s list price of the Goods. Such insurance shall name BLOOMCHEMAG as beneficiary in respect of the Goods. The aforesaid insurance shall be primary cover, and in no event shall any insurance of BLOOMCHEMAG be called upon to contribute to any loss relating to or arising out of the Order. The insurance shall be in effect and shall be evidenced by a certificate of insurance with all necessary endorsements as required pursuant to this Condition delivered to BLOOMCHEMAG on or prior to the Anticipated Delivery Date (as defined on the Order confirmation). The insurance shall provide for at least thirty (45) days' prior written notice to BLOOMCHEMAG in the event of any cancellation, non-renewal or material change in coverage, and upon request by BLOOMCHEMAG, CUSTOMER shall provide a copy of any and all endorsements or other documentation relating to such insurance policies. Should CUSTOMER, at any time until transfer of title, be without sufficient insurance, as determined by BLOOMCHEMAG in accordance with the provisions of this Condition(s), CUSTOMER appoints BLOOMCHEMAG as its agent to obtain such coverage, and undertakes to pay to BLOOMCHEMAG the entire cost of such coverage;

12. FORCE MAJEURE:

    In event of any arising due to nature of Force Majeure, BLOOMCHEMAG shall not be responsible for any loss or damage suffered or incurred by CUSTOMER arising from BLOOMCHEMAG’s failure to perform or delay in performing any obligation under any Contract if so prevented or delayed by cause(s) beyond its reasonable control including but not limited to acts of God, typhoon, fire, flood, earthquake, riots, pirate attacks, wars, hostilities, governmental restrictions, strike for whatever causes, stoppage or delay in transport, lock-out, actions by governments or any agency(ies) thereof, boycott or trade embargoes ("Force Majeure"). BLOOMCHEMAG’s time of performance shall automatically be extended for the duration of the event of Force Majeure. If a Force Majeure event prevents BLOOMCHEMAG from performing its obligations under a Contract for more than two (2) months, both parties shall meet & try in good faith to find a suitable solution. If no such solution is obtained within one (1) month, either party may automatically terminate the applicable Contract upon written notice to the other party. In such a case, CUSTOMER shall pay for all costs incurred by BLOOMCHEMAG in connection with its performance of the applicable Contract prior to termination.