GENERAL TERMS AND CONDITIONS OF SALE QMEA CHEMICAL SOLUTIONS B.V.

1. Scope of validity

These terms and conditions apply to all offers by and orders to QMEA Chemical Solutions B.V. (“vendor”) relating to all deliveries and related services provided by the vendor to its customers (“purchaser”), as well as to all agreements with purchaser with respect thereto. The applicability of conditions of the purchaser is herewith expressly excluded. These terms and conditions also apply to all future transactions between vendor and purchaser. Stipulations varying from these terms and conditions must be explicitly accepted in writing by the vendor, including in the event that the vendor acts as agent, or otherwise as an intermediary. The Incoterms® 2020 (International Chamber of Commerce) apply to all matters not provided for in these terms and conditions, insofar as applicable. Any reference in these terms and conditions to an Incoterm is a reference to that term as defined in the Incoterms® 2020. The vendor may amend these terms and conditions from time to time. Unless expressly agreed otherwise in writing, any amended terms and conditions shall apply only to agreements concluded after the amended terms and conditions have been made available to the purchaser. If any provision of these general terms and conditions shall be held invalid or non-binding, or shall be annulled, the other provisions of these general conditions remain in full force and effect. In such event, the vendor shall replace the invalid, non-binding or annulled provision by a valid provision which expresses the initial meaning of the vendor as much as possible.

2. Quotations and acceptance

All offers made by the vendor are without obligation. Unless the contrary is proved by the purchaser, the vendor shall only be bound if it has accepted an order in writing or has begun implementation. Quotations submitted are valid until the date stated on the quotation, in the absence of which the vendor shall have the right to disclaim validity after 3 working days following receipt of the quotation.

3. Product specifications, samples and warranty

3.1 Unless otherwise agreed upon in writing, the products shall comply in all material respects with the product specifications of the vendor.

3.2 Samples shall only be binding if they have been explicitly agreed upon as such in writing.

3.3 All information recorded in price lists, general information with regard to products and shelf life, including catalogues, brochures, pictures, diagrams etc., as well as similar disclosed data are only binding if and insofar as explicitly agreed upon as such in writing.

4. Advice

Should any advice be given by the vendor, this is done to the best of the vendor’s knowledge. Data and information on the suitability and use of the product do not discharge the purchaser from its duty to conduct any and all reasonable inspections and tests.

5. Delivery

5.1 Unless explicitly agreed otherwise, delivery will take place ex works (EXW) at the place of delivery specified in the agreement, Incoterms® 2020. Delivery dates set by or agreed upon are by approximation only and shall not be considered as firm or fixed deadlines (in Dutch: fatale termijnen). The vendor shall only be in default after a written notice of default is given by the purchaser providing the vendor a reasonable period for remedying its performance and such notice remains without effect.

5.2 Any delivery periods start on the date on which the agreement is concluded, all documents and data to be provided by the purchaser are received by the vendor and any possible advance payments or security for the benefit of the vendor are received by the vendor.

5.3 Delivery dates will be extended by the time that the implementation of the agreement is delayed by force majeure.

5.4 Vendor is entitled to deliver in parts. Each partial delivery by vendor will be deemed an independent delivery with respect to the applicability of these conditions.

5.5 Failure to supply the products within the delivery period does not entitle the purchaser to additional or substitute damages, nor to non-fulfilment by it of any of its own obligations arising from the agreement, irrespective of the purchaser’s right to payment of a delay penalty, if any. The purchaser is, however, entitled to rescind the agreement by means of a written declaration, if and insofar as after the aforementioned failure, the vendor still fails to supply the products within a reasonable period as agreed to with the purchaser in writing.

6. Prices

Unless otherwise agreed upon, the prices quoted by or agreed with the vendor shall be net prices, therefor exclusive of VAT and exclusive of any possible import or export duties and are only valid for delivery in accordance with article 5. They shall furthermore not include costs of packaging, loading, transport, unloading, insurance and/or other services, unless agreed otherwise.

In the event vendor undertakes to carry out the packing, loading, transport, unloading, insurance or other services and no price has been expressly agreed in that respect, the vendor shall be entitled to charge the purchaser the rates normally charged by the vendor for such services.

Prices quoted or agreed by the vendor are based on the costs applicable at the time of the quotation or acceptance of the order. If, after that time, the vendor's costs increase as a result of changes in, among other things, raw material prices, energy costs, transportation costs, duties, taxes or other relevant cost factors, the vendor shall be entitled to adjust the agreed price proportionately to such increase. The vendor shall notify the purchaser of any such adjustment in writing.

7. Payment and failure to pay

7.1. Unless otherwise agreed upon, payment shall be made within thirty (30) days after the invoice date and without any deductions or discount and without any setoff. If the purchaser fails to pay any amount due in the manner described in this article, it shall be in default without prior notice of default. Default of the purchaser with any payment obligation shall be considered to be a material violation of the obligations under the agreement.

7.2. If the purchaser fails to pay an amount on or before the due date, it owes the vendor, from the day following the due date until the date of payment in full, interest on the overdue principal amount at the statutory commercial interest rate (in Dutch: wettelijke handelsrente) within the meaning of article 6:119a of the Dutch Civil Code, without prejudice to the vendor's right to recover any other amounts due.

7.3 The purchaser shall reimburse the vendor for all reasonable extrajudicial collection costs incurred in connection with the recovery of overdue amounts. Such costs shall be fixed at fifteen percent (15%) of the overdue principal amount, subject to a minimum of EUR 40, without prejudice to the vendor's right to claim higher costs insofar as legally permissible. Judicial costs, including legal fees, shall be recoverable to the extent permitted by applicable law and any enforceable agreement between the parties.

7.4 Claims of the purchaser do not suspend the payment obligations of the purchaser. Payments shall be made in euros only.

8. Security

In case of reasonably supportable doubts with regard to the solvency of the purchaser, in particular when the purchaser continues to default in payment, the vendor may, subject to more far-reaching claims, revoke earlier terms of payment granted and demand a down payment and/or provision of sufficient security for subsequent deliveries. The vendor shall also be entitled to suspend further deliveries until adequate payment or security has been received if the purchaser fails to meet any payment obligation when due, exceeds an agreed credit limit or if other circumstances provide reasonable grounds to believe that the purchaser may not fulfil its payment obligations.

9. Risk and title

Risk passes to the purchaser in accordance with the Incoterm agreed for the delivery (EXW unless agreed otherwise), Incoterms® 2020.

The vendor retains title to all goods delivered to the purchaser until the purchaser has fully satisfied all claims of the vendor falling within the scope of article 3:92(2) of the Dutch Civil Code, including claims for payment for goods delivered or to be delivered under any agreement, claims for work performed or to be performed under such agreements, and claims arising from the purchaser's failure to perform such agreements. Until such time as the vendor retains the right of ownership of the goods sold, the purchaser may solely have the goods sold for processing purposes, or for reselling in the ordinary course of business. Any industrial or intellectual property right to or associated with the products and/or any services related thereto shall remain with the vendor or with third parties entitled thereto and shall never be transferred to purchaser.

10. Force Majeure / Releasing circumstances

An “Event of Force Majeure” means any event or circumstance which occurs outside the reasonable control of the vendor, for instance natural disasters, war, labor disputes, pandemics, excessive absenteeism of staff due to illness, shortage of raw materials and energy, traffic and business disruptions, damage caused by fire and explosions, government interventions and lockdowns, and production or delivery interruption at any of vendor’s suppliers. An Event of Force Majeure releases the vendor from its contractual obligations for the duration of the disturbance and in accordance with the extent of the consequences for the vendor. This also applies if the events and circumstances (i) render the execution of the transaction in question durably uneconomical for the vendor or (ii) have occurred at the suppliers of the vendor. In the event that the circumstances referred to continue for a period exceeding 3 months, the vendor shall have the right to dissolve the agreement with immediate effect by means of a written notification to purchaser, without any compensation being due.

In the event of shortages of raw materials, products, energy or transportation capacity, the vendor shall be entitled to allocate its available resources and products among its customers in a reasonable manner, taking into account its existing commitments and operational requirements. The vendor shall not be obliged to procure substitute products or materials at commercially unreasonable costs

If, after the conclusion of an agreement, circumstances beyond the vendor's reasonable control arise which substantially increase the cost of performance or otherwise render performance excessively onerous, and such circumstances cannot reasonably be addressed through a price adjustment under article 6, the vendor shall be entitled to request a renegotiation of the affected terms of the agreement. If the parties fail to reach agreement within a reasonable period, the vendor shall be entitled to suspend performance of the affected obligations or terminate the affected part of the agreement by written notice, without liability for damages arising solely from such suspension or termination, to the extent permitted by applicable law.

11. Non-performance

In the event that purchaser fails to comply with essential obligations or fails to do so in good time or properly, as well as in the event of a moratorium on payments, bankruptcy or involuntary liquidation of the company of the purchaser, the vendor shall have the right to unilaterally dissolve the agreement, wholly or in part, without further notice of default and without judicial intervention, or to suspend the execution thereof, wholly or partially, all without being obliged to pay any damages whatsoever, and without prejudice to any other rights of the vendor. All debts owed by the purchaser to the vendor shall be forthwith due and payable in full.

12. Compliance with statutory provisions

If not otherwise agreed upon in the actual transaction, the purchaser shall be responsible for compliance with the statutory provisions relating to importation, transport, storage, use of the product and anti-corruption and it shall strictly observe national and international governmental export, import and user restrictions. The purchaser shall hold harmless and indemnify the vendor with respect to damage suffered by the vendor as a result of any violation of these restrictions. The purchaser shall be responsible for determining whether the products are suitable for its intended use and for complying with all laws and regulations applicable to its importation, storage, handling, processing, use, resale and disposal of the products, insofar as such obligations are imposed on the purchaser by applicable law. The purchaser shall comply with all applicable safety instructions and product documentation provided by the vendor. Nothing in this provision shall relieve the vendor of any mandatory statutory obligations applicable to it.

13. Rights of the purchaser in the event of defects

13.1 The purchaser shall inspect the goods and their packaging promptly upon receipt and in any event within eight (8) working days thereafter. Any defects, nonconformities or shortcomings which are or should reasonably have been discovered during such inspection must be notified to the vendor in writing within three (3) working days after discovery. Any latent defects must be notified to the vendor in writing within seven (7) working days after their discovery or the date on which they should reasonably have been discovered. The purchaser shall provide sufficient details of the alleged defects, preserve relevant samples, batch information and other evidence, and allow the vendor a reasonable opportunity to inspect the goods and investigate the alleged defects. Failure to comply with these notification requirements shall result in the loss of the purchaser's claims relating to the relevant defects, to the extent permitted by applicable law.

13.2 In the event of any defects which appear during the guarantee period set forth in article 13.3, the vendor will either redeliver the respective products at no costs, or repair such products at no cost, or credit the purchaser as far as is reasonable in whole or in part for the invoice value of such products, all this to the discretion of the vendor.

13.3 Unless explicitly agreed otherwise in writing, the guarantee period is six (6) months after delivery of the products.

13.4 The vendor is not liable for any defects caused by normal wear and tear, any conditions of storage (whether on the premises of the purchaser, a third party or vendor) or use by or an act, neglect or default of the purchaser or any other party.

13.5 The liability of the vendor for defects after delivery is limited to the fulfilment of the guarantee obligations of this article 13.

14. Liability

14.1 Except as expressly provided in these terms and conditions, the vendor shall not be liable for any damages suffered by the purchaser arising out of or in connection with any agreement, the products supplied or any services rendered, except to the extent such liability cannot be excluded under applicable law.

14.2 The vendor shall in no event be liable for any indirect, incidental, special or consequential damages, including but not limited to loss of profits, loss of revenue, loss of production, loss of use, business interruption, loss of business opportunities or any other economic loss, irrespective of whether the vendor was advised of the possibility of such damages, except to the extent such exclusion is prohibited by applicable law.

14.3 To the extent the vendor is liable for any damages, its total aggregate liability arising out of or in connection with the relevant agreement, whether in contract, tort or otherwise, shall not exceed the net invoice value (excluding VAT) of the products giving rise to the claim. If and to the extent the vendor's insurer actually pays a higher amount in respect of the relevant claim, the vendor's liability shall be limited to such higher amount.

14.4 The limitations and exclusions of liability set out in this article shall not apply to the extent that liability cannot lawfully be excluded or limited, including in cases of wilful misconduct (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of the vendor's management.

14.5 Nothing in this article shall affect the purchaser's rights expressly provided for in article 13, subject to the limitations and conditions set out therein.

15. Applicable law and competent court

15.1 This agreement and all agreements to which these terms and conditions apply are governed exclusively by the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, 1980) is expressly excluded.

15.2 All disputes between the parties shall be settled exclusively by the competent court in The Hague, The Netherlands.

15.3 The vendor does, however, have the right, to the extent permitted by applicable law, to bring any matter before any other competent court, including the competent court where the purchaser is domiciled.