Multisorb Technologies Ltd. SALE TERMS and CONDITIONS

Please read this document carefully. It contains very important information about the Purchaser’s rights and obligations, as well as limitations and exclusions that may apply to the Purchaser.

TERMS ARE EXCLUSIVE: This document which shall be deemed to accompany a quote, invoice, sales receipt or document of sale (“Sales Document”) contains the terms and conditions that apply to your purchase from Multisorb Technologies Ltd. (hereinafter “Multisorb”). This document, together with the relevant Sales Document issued by Multisorb, constitutes the complete and final agreement between the undersigned (hereinafter referred to as “Purchaser”) and Multisorb for the products described hereon or in the related Sales Document. The terms and conditions contained in this document may not be added to, modified, supplemented or superseded by the use of any other documents, including but not limited to, any and all Purchaser documents. Any attempt to alter, supplement or amend this document will be null and void unless any such amendment or supplementation is agreed to as evidenced by a signed approval by an authorized representative of Multisorb. If Purchaser accepts any performance of Multisorb, Purchaser will be deemed to have accepted the terms and conditions of this document. For the avoidance of doubt and to resolve any issue regarding competing forms, in the event that the Purchaser issues a purchase order or other related purchase document, it is specifically agreed that the same is for internal purposes only and no term or condition stated in such document shall have any force or effect.

TERMS OF ACCEPTANCE: Payment in full is due upon receipt of invoice. However, the payment terms of a Purchaser with approved credit are net 30 days after date of invoice which shall be the date of release to the warehouse for shipment of the product(s). If payment is not received when due, there will be assessed a charge for financing at one and one-half percent (1.5%) per month or fraction thereof. On special items, Multisorb reserves the right to ship and bill ten percent (10%) more or ten percent (10%) less than the quantity covered by the order as necessary because of difficulties in material procurement and in production scheduling. If any order is not for an integral number of standard containers, Multisorb reserves the right to ship, and Purchaser agrees to pay for, the nearest quantity possible in standard containers, even though this may raise or lower the quantity ordered.

PRICING: The prices shall be those in effect at the time of shipment for the particular product, grade and quantity shipped. Multisorb reserves the right to amend its pricing without advance notice to Purchaser. If an order is delayed at the request of Purchaser and such delay causes increased production costs or otherwise, the additional cost will be billed to the Purchaser without objection. Additionally, if costs for a particular product are increased by new governmental regulations, or other reasons beyond Multisorb’s control, the increased cost shall be added to the Purchaser’s invoice without objection by Purchaser.

TAXES: Unless noted on the face of a Sales Document, no sales, use or other product taxes are included, and any such taxes, where applicable, are the sole and exclusive responsibility of the Purchaser and must be paid by the Purchaser.

DELIVERY: Risk of loss of the products will pass to Purchaser pursuant to the controlling Incoterms® 2010 Rule which is applicable to the sale of the products and/or goods as said Incoterms® 2010 Rule is so selected in the sole discretion of Multisorb and thereafter identified in the accompanying purchase order prepared by Multisorb. Notwithstanding the aforesaid, it is understood and agreed that title to the goods and/or products shall not pass to the Purchaser until the Purchaser has paid in full for said goods and/or products. Furthermore, it is understood and agreed that Purchaser shall obtain and thereafter maintain comprehensive insurance on the goods and/or products from the date the goods and/or products are delivered to the carrier by Multisorb, irrespective of when title to the goods and/or products passes to the Purchaser.

AVAILABILITY OF SUPPLIES: Delivery of the products ordered by Purchaser is contingent upon Multisorb’s ability to obtain supplies, raw materials and services through its regular and usual sources. For the avoidance of doubt, time is not of the essence relative to delivery of products. If, for any reason beyond Multisorb’s control, Multisorb is unable to meet anticipated deliveries or fill an order, Multisorb will not be liable therefore and may postpone the delivery date(s) under these terms and conditions for a period of time which is reasonable under all of the circumstances. Multisorb uses its best efforts to stock those items which are standard and for which there is a constant demand and does its best to make rapid delivery of special items which must be manufactured. Accordingly, delivery dates quoted by Multisorb are best estimates or approximations of delivery. Because of many factors which are generally beyond Multisorb’s control, Multisorb cannot guarantee delivery on a specific date (unless a specific delivery date is agreed to in a separate writing), and Multisorb will not be responsible for any penalty charges (including but not limited to costs and/or losses) if a delivery date is exceeded. Multisorb reserves the right to ship in advance of a delivery date, if in Multisorb’s reasonable opinion, this should be done to insure delivery within the time desired.

INSPECTIONS AND ACCEPTANCE: Each delivery of products will be inspected promptly by Purchaser for damage and defects. Purchaser must notify Multisorb, in writing, of any and all claimed damage or defects within ten (10) days of Purchaser’s receipt of the products. If Purchaser fails to so inspect or notify Multisorb, in writing, Purchaser will be deemed to have accepted the products and to have waived any claim for damage or defect. If Purchaser inspects the products and promptly notifies Multisorb, in writing, within ten (10) days of receipt of the product(s) of its claim that the products are damaged or defective, Multisorb will review Purchaser’s claim, and if valid, as determined in the sole discretion of Multisorb, Purchaser’s sole and exclusive remedy shall be the replacement of the products alleged to be damaged or defective. Purchaser hereby agrees that such ten (10) day period is a reasonable amount of time for such inspection and revocation.

SECURITY INTEREST/RETENTION OF TITLE: It is understood and agreed that Multisorb reserves and maintains a security interest in the products sold to secure Purchaser’s payment of the purchase price and any other charges owed by Purchaser, and Purchaser agrees that Multisorb may (but is not obligated to) take appropriate actions to evidence and perfect such interest and that Purchaser will cooperate with Multisorb in taking of such actions. For the avoidance of doubt, and in furtherance of the aforesaid, it is understood and agreed that until such time as Purchaser pays in full for the goods and/or products, title to said goods and/or products shall be retained solely and exclusively by Multisorb.

LIMITED WARRANTY, WARRANTY DISCLAIMER AND LIMITATIONS OR REMEDIES AND LIABILITIES: Multisorb warrants to Purchaser, only for commercial use or resale, that at the time of delivery the products will conform (subject to variations acceptable within the industry) to the specifications set forth in this document and any related Sales Document. Any products determined by Multisorb, in its sole discretion, not to have been in conformity with the specifications will be repaired or replaced, at Multisorb’s option, as long as Purchaser has acted in accordance with the paragraph above regarding inspections and acceptance. No item will be deemed defective or not in accordance herewith if such item conforms to previously accepted materials or if such item fits Purchaser’s parts or equipment or otherwise reasonably accommodates Purchaser’s intended purpose.
Except as set forth above or in a separate warranty given to Purchaser by Multisorb, Multisorb makes no other warranties concerning the products whatsoever. MULTISORB DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Purchaser agrees that Multisorb’s obligation described in this paragraph is the sole remedy bargained for by Purchaser in lieu of all other express and implied warranties. In no event will Multisorb’s liability exceed the paid purchase price of the products. No additional allowance shall be made for the labor or expense of repairing or replacing defective products or workmanship or damage resulting from the same. Multisorb’s obligation described in this paragraph will be Purchaser’s sole and exclusive remedy against Multisorb for any liability with respect to products whether any claim for recovery is based upon or arises out of theories of contract, negligence, tort (including strict liability) or otherwise. IN NO EVENT WILL MULTISORB BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. All products and/or services provided by Multisorb and its employees and agents are provided “AS IS”, “WHERE IS” and “WITH ALL FAULTS.”

INDEMNIFICATION: Purchaser shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Multisorb makes no promise or representation that the products or services will conform to any UK byelaws or other UK laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of Multisorb.
Multisorb shall not be responsible for any losses or damages sustained by Purchaser or any other person as a result of improper installation or misapplication of the products. Purchaser shall defend, indemnify and hold Multisorb and its agents and employees harmless against any loss, damage, claim, suit, liability, judgment or expense (including without limitation attorney’s fees) arising out of or in connection with any injury, disease or death of persons (including Purchaser’s employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use or repair of the products by Purchaser or of the information , designs, services or other work supplied to Purchaser, whether caused by the concurrent and/or contributory negligence of Purchaser, Multisorb, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

RETURNS: No product is to be returned to Multisorb without the written authorization of Multisorb. Multisorb’s products are sold on the basis that the Purchaser has examined them and made its own selection or determination of suitability for the Purchaser’s need(s). Although Multisorb desires to help its customers make the best possible selection, the final decision of which product to purchase is that of the Purchaser.

CANCELLATION: Cancellation of an order for a standard product will be accepted without charge only if the cancellation results in no monetary loss to Multisorb. In the event that there is a monetary loss to Multisorb for a cancelled order, said loss will be billed to the Purchaser. Cancellation of special products order(s) will be accepted on the terms that Multisorb will refund only the savings in labor or material which Multisorb can effect by not completing the order. For the avoidance of doubt, any and all cancellation charges which arise hereunder shall be payable in accordance with the provisions of these terms and conditions.

GENERAL: The contract arising hereunder will be governed by the laws of the United Kingdom and any dispute which arises herein shall be resolved in a proceeding venued solely and exclusively in the United Kingdom. If any of the provisions of this document are deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby and the provision so determined to be invalid, illegal or unenforceable shall be deemed stricken from these terms and conditions.
The rights and remedies of Multisorb herein will be cumulative and additional to any other or further rights and remedies provided in law or equity. Waiver by Multisorb of Purchaser’s performance, or inaction with respect to Purchaser’s breach of any provision of this document, will not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision will remain in full force and effect as written.
The parties agree that the United Nations Convention on International Sales of Goods shall have no force or effect on this Agreement. Furthermore, the parties agree that Contract Rights of Third parties Act 1999 shall have no force or effect on this Agreement.

LEGAL FEES: In the event Purchaser breaches this agreement, Purchaser agrees that it will be liable for all of Multisorb’s attorney’s fees, costs and disbursements incurred as a result of Purchaser’s breach.

FORCE MAJEURE: Failure of Multisorb, in whole or in part, to perform its obligations hereunder when due, if occasioned by act of God, fire, explosion, flood, riot, war, insurrection, labor disputes, sabotage, epidemic, accident, embargo, or by interruption or delay in transportation, or by any inadequacy or shortage or failure of supply of product, or by compliance with any order, direction, action or request of any court or of any governmental officers, department or agency, or by other causes beyond Multisorb’s control which makes it impossible to perform, shall not subject Multisorb to any liability to Purchaser. In such event, Purchaser may, at its option, either cancel such order, in whole or in part, or extend the period for performance to the extent of the delay occasioned by any such circumstance.

REMEDIES OF MULTISORB: Upon default by Purchaser, Purchaser agrees to reimburse Multisorb of all attorney’s fees and costs incurred by Multisorb in connection therewith. Purchaser agrees that any of the following shall constitute an event of default which shall enable Multisorb, at its option, to cancel any unexecuted portion of this order, or to exercise any right or remedy which it may have by law: (a) the failure of Purchaser to perform any term or condition contained herein; (b) any failure of Purchaser to give required notice; (c) the insolvency of Purchaser or its failure to pay debts as they mature, an assignment by Purchaser for the benefit of its creditors, the appointment of a receiver for Purchaser or for the materials covered by the Sales Document or the filing of any petition to adjudicate Purchaser bankrupt – it being understood and agreed that any reference to insolvency herein shall incorporate by reference the corporate and personal insolvency procedures established by relevant United Kingdom law (d) the death, incompetence, dissolution or termination of existence of Purchaser; (e) a failure by Purchaser to provide adequate assurance of performance within ten (10) days after a justified demand by Multisorb; or (f) if Multisorb, in good faith, believes that Purchaser’s prospect of performance under this Agreement is impaired. All rights and remedies of Multisorb herein are in addition to, and shall not exclude any rights or remedies that Multisorb may have in law or in equity. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorney’s fees, will be added to the balance due and Purchaser shall pay all such charges.

NOTICE: Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed to the parties at their then current addresses or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip.

SET-OFF: Purchaser shall not be entitled to set-off any amounts due to Purchaser against any amount due to Multisorb in connection with this transaction.

ORDER OF PREFERENCE: Unless otherwise provided, in the event of a conflict between these terms and conditions and Purchaser’s order, specifications and/or terms and conditions, the order of precedence shall be as follows:
(1) the Sales Document;
(2) these Terms and Conditions of Sale;
(3) the specifications; and
(4) Purchaser’s terms and conditions of purchase

HEADINGS: The section headings used herein are for convenience of reference only and do not form a part of these terms and condition, and no construction or inference shall be derived therefrom.

In all cases, clerical errors are subject to correction.