General Conditions of Sale, Delivery, and Payment

1. General, Definition Applicable

1.1. All quotations and sales are subject to these General Conditions except to the extent that variation of specific provisions hereof has been agreed to by Seller in writing or is required by law. Conflicting purchasing conditions or other reservations made by Buyer shall not bind Seller even if not explicitly contradicted by Seller.

1.2. "Seller" means the person issuing the invoice covering the Products even when Buyer's order has been received and handled by an agent of such person.

1.3. "The Products" means the products being the subject of the particular sale or delivery.

1.4. "Buyer" means the person buying and making the contract about the Products with Seller, and where such person acts as an agent for another, such person and the principal jointly and severally.

1.5. "Person" means where the context permits any firm, company or other incorporated body.

2. Quotations, Orders, Prices

2.1. Quotations are subject to change in price, time of delivery and ability to deliver. A quotation designating itself as binding is void if not accepted by Buyer within one week or other period stipulated by Seller.

2.2. Orders and/or sales offers shall not bind Seller unless and until the issuance by Seller of his "order accepted" written confirmation or by delivery to Buyer of the Products ordered.

2.3. Unless otherwise specified by Seller, prices are normally quoted "Ex-Works" ("EXW") according to Incoterms 2010. Should no specific trade term be quoted, then prices shall be in freely convertible, negotiable and transferable in international exchange markets US Dollars at market exchange margins in accord with the Articles of Agreement of the International Monetary Fund, and delivery "Ex-Works" ("EXW"). Additional delivery costs incurred to meet Buyer's requirements, if any, will be charged to Buyer.

2.4. Prices exclude any value-added or other tax, which will be charged to Buyer according to current legislation.

2.5. Unless otherwise agreed, prices include Seller's standard packing but exclude export crating.

2.6. Orders are booked at Seller's prices and conditions ruling at the date of delivery. Settlement shall be in USD as defined in article 2.3, unless otherwise specified in Seller’s invoice and agreed upon in writing.

2.7. If Buyer fails to take delivery on the date stated for delivery in Buyer's order or in Seller's confirmation of order or, lacking such statements, when the Products are ready for delivery, Seller may by written notice to Buyer increase the price of any undelivered part to Seller's standard price ruling at the date when Buyer eventually takes delivery and apply a surcharge to cover any additional costs incurred, such as but not limited to, demurrage charges, port fees, financing, warehousing and handling costs in addition to a penalty charge of 20% of Invoice Value(s). Such increases shall not prejudice any other claim which Seller may have because of Buyer's delay nor Seller’s right to be released from, and cancel, any outstanding order(s) as per 3.5. below.

3. Delivery, Force Majeure, Shipment

3.1. Delivery takes place when Seller hands over the Products to Buyer or the first carrier unless the use of a trade term according to 8.3 of these conditions implies that delivery takes place at an earlier or later point.

3.2. Delivery times, periods or rates when unspecified will be when the Products are ready for delivery. Seller shall endeavor to meet specified delivery dates but undertakes no legal commitment to do so.

3.3. Orders that have shipped cannot be canceled nor changed. However, if, for any reason, Seller fails to meet a specified or fixed delivery date, Buyer may without liability cancel its order provided it notifies Seller thereof in writing before the Products are delivered.

3.4. Cancellation as provided for in this Condition 3.3 shall be Buyer's sole remedy in case of Seller's delay or failure to deliver. Damages shall be excluded and Seller shall have no obligation to acquire from other suppliers substitutes for the Products delayed or unavailable from Seller.

3.5. Events beyond the reasonable control of either party shall relieve Seller of its obligation to deliver and Buyer of its obligation to take delivery and entitle either party to withdraw from the contract to the extent that delivery has not taken place. If events beyond Seller's reasonable control prevent it from delivering all the Products and at the same time fully meeting the demand of its other customers, Seller may withhold, reduce or suspend delivery of the Products in order to allocate its supply capacity reasonably between Buyer and the other customers. Seller shall in such cases give Buyer as much advance notice as possible and Buyer may cancel any partial undelivered order so reduced or suspended.

4. Passing of Risk and Title Returns

4.1. All risks including those of the loss or damage shall pass to Buyer when Seller delivers the Products in accordance with the terms of the sale to Buyer or other person to whom Seller has been authorized by Buyer to deliver the Products, whether expressly or by implication, and Seller shall not be liable for the safety of the Products thereafter.

4.2. The ownership of the Products shall, despite the passing of the risk in them, remain with Seller until payment in full for all the Products has been received by Seller in accordance with the terms of the contract or until such times as Buyer sells the Products to its customers by way of bona fide sale at full market value. If such payment is overdue in whole or in part or immediately upon the commencement of any act or proceeding in which Buyer's solvency is involved, Seller may (without prejudice to any of its other rights) recover to resell the Products or any of them and may enter upon Buyer's premises by its employees or agents for that purpose.

4.3. All sales are final and no credit will be offered for returned Products, whether the subject of a complaint or not, unless Seller has agreed in writing prior to the return and the returns arrive promptly and in good condition in Seller's opinion or Products have been purchased through Seller’s online marketplace platform, in which case the shipping and returns provisions, applicable to purchases through Seller’s online marketplace shall apply (see E-commerce Shipping and Returns).

4.4. The disposal or processing of the Products which remain the property of the Seller is only permitted within the limits of normal business. Claims resulting therefrom will be settled by payment of a sum equivalent to the Seller's selling price in addition to any additional claims. If, prior to payment, Buyer processes the Seller's Products together with other goods, title to the new goods shall be deemed to belong to the Seller in proportion to the Seller's claim for the selling price for the processed unpaid goods at the time of processing.

4.5. Unless otherwise specifically mentioned, equipment for the Products delivery and measurement installed by Seller on Buyer's premises shall remain the property of the Seller.

5. Complaints

5.1. Complaints about quality shall only be considered if made in writing promptly within five days after the defects could have been discovered by inspection or testing of the Products before or after use but no later than ten days after receipt of the Products whichever comes first, and in no event after expiry of their published shelf life. Buyer shall subject the Products to adequate tests immediately after delivery, prior to use. Seller shall have no obligation in respect of any claim unless the allegedly defective Products are kept available for inspection by Seller's representative and Buyer submits requested substantiation and evidence of claimed defect and proof that said defect occurred prior to delivery of the Products. Seller shall consider no claim on Products that have been tampered with.

5.2. Complaint about Product appearance, weight or packing shall only be considered if made in writing within five days after delivery.

5.3. Where a complaint or claim has been made in respect of Products proved or alleged to be defective, Seller may suspend further deliveries of the Products until the validity of such complaint or claim has been finally determined and in such event the applicable delivery date(s) shall be postponed accordingly.

5.4. Seller reserves the right to make alterations to the Product technical specifications sheets, from time to time without this being construed by Buyer as a reason for raising a complaint.

5.5. Any Claim made by Buyer shall be addressed to Seller in writing with acknowledgment of receipt within the time period specified herein above. Buyer shall not enter into legal proceedings with the Seller for a period of three months after making such claims known to Seller, submitting all evidence substantiating Buyer’s claim, and exhausting all amicable means for resolving said claims. Buyer’s claim shall be deemed null and void if terms of payment have not been strictly adhered to.

6. Payments, Licenses, Documents

6.1. All invoices are payable at the place and at the time specified therein and shall constitute a debt recognition enforceable against the Buyer immediately before the Execution Bureau of Beirut.

6.2. Payment shall be made in the currency specified in Seller's invoice. Settlement shall be in freely convertible, negotiable, transferable in international exchange markets at market exchange margins in accord with the Articles of Agreement of the International Monetary Fund. Where Seller designates a specific account for settlement, payment outside the account by Seller shall give Seller the right not to offset payment against invoice. Prices quoted in a currency other than Seller's national currency shall be settled in the designated Seller’s invoice currency. If judicial courts or administrative rulings compel Seller to accept payment in the Seller’s national currency than the conversion rate shall be at the free market rate of exchange between the quoted currency and the Seller's national currency, on the date when payment is due or made, whichever is more favorable to Seller.

6.3. Seller shall be entitled to charge interest at the rate of 1.5 per cent per month or 2 per cent above the current annual base rate of Seller's bank or above the annual discount rate of the Central Bank at Seller's domicile, whichever shall be the highest, without need for judicial recourse, formal summon or notification on all overdue balances from their due date to the effective date of payment.

6.4. In addition, Seller shall be entitled to charge Buyer for reimbursement of, and Buyer shall pay, Seller’s expenses and costs including any collection agency fees and charges and/or legal fees incurred by Seller in the process of collection of any overdue amounts.

6.5. Buyer shall automatically be deemed in default if Buyer fails to fulfill any contractual obligations for whatever reason including, but not limited to, Buyer’s (i) failure to take delivery, (ii) failure to execute/remit payment as per agreed terms on a sale, (iii) being overdue with payments, (iv) exceeding its credit limit with Seller, (v) suspending payments, (vi) making arrangements with its creditors or otherwise in Seller's opinion appearing to be in financial difficulties, or (vii) Buyer ceases to trade. In case of default, Buyer shall be responsible to Seller for any loss or damage whatsoever incurred by Seller because of the Buyer's failure or default in payment. In addition, Seller shall be entitled at its sole option, without prejudice to Seller’s rights for claims and damages, and without the need for any summons or notification, to be released from any and all obligations under said sale and other outstanding sales made to Buyer and may without liability or prejudice to its other rights dispose of the Products in transit and defer or cancel further deliveries under contract with Buyer or require advance payment or satisfactory security for payment of such deliveries. Furthermore, any delay in payment or default shall automatically and without need for summon or notification or judicial recourse cause Seller to apply and Buyer to pay a penalty amounting to 20% of corresponding Invoice Value(s) and accelerate the maturity of all the amounts due by Buyer to Seller, causing all amounts otherwise outstanding to become immediately due.

6.6. Buyer undertakes to effect payment of products delivered in full without any reservation or contestation and shall not withhold any sum payable or part thereof as a deduction, discount or offset of any kind against claims which Buyer believes to have against Seller in respect of a particular contract or otherwise. Any such withholding or delay in payment shall render Buyer’s claim, if any, invalid. Buyer furthermore acknowledges that he may cause Seller irreparable damage by withholding payment of any outstanding balance.

6.7. Buyer is responsible for obtaining any licenses or exchange control consents requisite to the importation, use of and payment for the Products ordered and Buyer shall not be discharged from its contractual obligations towards Seller by any total or partial failure to obtain such license or consent for whatever reason, and shall bear all direct and indirect costs that may arise from Buyer’s delay and/or failure in securing the necessary documents.

6.8. Buyers within Lebanon will be provided with a set of documents consisting of invoice and delivery note. Buyers outside Lebanon will receive documents mutually agreed upon including a proforma invoice specifying the terms of payments mutually agreed upon.

6.9. Quarterly and/or monthly Statements of Account shall be made available to any Buyer with outstanding balances for him to review at Seller's address upon request. Seller's quarterly statements of accounts shall be deemed true and correct unless written notification to the contrary with due explanation and justification is received by the Seller within fifteen days of the statement date.

6.10. Buyers in Lebanon should ensure that they receive an official receipt from the Seller evidencing their payment. Receipts issued by Seller evidencing payment made by Buyer by cheque shall only be deemed valid evidence once the check has cleared the bank and not if the check was returned for any reason whatsoever. Buyer shall also be responsible for ensuring that statements of account issued by the Seller correctly state details of all transactions carried out by Buyer with Seller and that the statements of account of Buyer and Seller reconcile.

7. Limitation of Warranty and Liability

7.1. Seller is not aware and assumes no liability for any infringement of third party's patent rights, which may arise from the use of the Products. Seller is not aware and assumes no liability for any infringement by any third party of patent or competition rights, confidentiality undertakings, environmental, health and safety regulations or labor laws, which may arise from the production, sale, handling and/or use of the Products.

7.2. Products supplied by Seller will be of sound material and workmanship and conform to Seller's published relevant product data. This statement substitutes for and Seller DISCLAIMS ALL WARRANTIES relating to the Products whether EXPRESS OR IMPLIED by Statute, trade custom or otherwise, INCLUDING but not limited to QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS for any purpose be it known to Seller or not. In any case, Buyer will be deemed not to have any claim on the quality of the Products or the terms of sale and Seller shall have no obligation in respect of any claim if said claim(s) is not communicated in writing to Seller within ten days from the date of delivery of the Products. Any claim made after the specified period or by Buyer in default as per 4.5 above shall be summarily dismissed.

7.3. Even if Seller or his representatives shall have given technical advice or directions about, or supervise or inspect the use or application of the Products, whether pursuant to contract or as a free service, Seller nevertheless disclaims all warranties, undertakings and liabilities for such assistance.

7.4. Seller shall not be liable for adverse effects of storage, handling or use of the Products.

7.5. Seller shall have no liability in contract or in tort for any injury, loss, expense or direct and indirect damage and especially disclaims all liability for damage to property and for loss of profit and other consequential loss in such case howsoever attributable to the supply or use of the Products or services rendered by Seller.

7.6. Provided a complaint is made properly and Products proven to be defective, Seller will at its option replace such Products at their point of delivery or refund the purchase price thereof and Buyer shall not be entitled to any other remedy.

7.7. If, despite Seller's care and Seller's reservations contained in these Conditions or made elsewhere Seller shall be held liable for damages, compensation shall be limited only to the actual damages proved but shall in no event exceed USD 20,000.-- (U.S. Dollars twenty thousand only).

8. Law, Trade Terms, Jurisdiction

8.1. The laws of Sellers’s domicile shall exclusively govern Sellers contract with Buyer, including these conditions.

8.2. The application of the Uniform Law on the International Sale of Goods and of the Uniform Law on the Formation of Contract for the International Sale of Goods shall be excluded.

8.3. Notwithstanding 8.1 hereof, trade terms shall be construed in accordance with "Incoterms 2010".

8.4. Insofar as these Conditions are agreed, they shall apply to any subsequent transactions. If individual points of this agreement are declared void, the remainder of this contract shall remain binding. Additional agreements or amendments to this agreement are only binding when confirmed in writing.

8.5. Notices sent by Buyer to Seller shall be delivered by hand or by certified mail, with acknowledgment of receipt, to the following address: Holderchem S.A.L. 193 Street 35 Sector 2 Yarzé P.O. Box 40206 Baabda / Lebanon.

8.6 This agreement shall be construed in accordance with the Laws of the Republic of Lebanon and is subject to the sole jurisdiction of the courts of Beirut except that Seller may at its option prefer to sue Buyer in the appropriate court at Buyer's domicile.

Edition: HC GCSDP (REV- 01.19) 23/06/2020