General conditions of Sale and Delivery (“Conditions of Sale”)

General conditions of Sale and Delivery (“Conditions of Sale”)

1. Scope of Validity ;

Delivery of goods and services of Decrust Sp.z o.o. are subject to the following Conditions of Sale. Terms that vary from these Conditions of Sale, including any condition of the buyer are limited to (a) those specified by law, (b) shall only be considered as binding if such have been confirmed by Decrust Sp.zo.o. in writing. The delivery of goods, performance of services or acceptance of payment does not constitute any recognition of Decrust Sp.zo.o. of any term that varies from these Conditions of Sale.

2. Offers, Contracts, Orders

All offers of Decrust Sp.z o.o. are subject to confirmation. A contract is only formed after Decrust Sp.z o.o. (a) provides an order confirmation or (b) the orders are fulfilled by Decrust Sp.z o.o. Purchase Orders shall only be issued in writing.

Minimum quantity per order is 1 ton (1 MT) per product unless otherwise agreed upon in writing. Goods are delivered in IBC containers unless otherwise agreed upon.

3. Samples

Samples of goods are provided free of charge in an amount not exceeding one (1) kilogram / liter per product. Transportation costs for the delivery are born by the buyer unless otherwise agreed upon. Samples are provided on written request only. Decrust Sp.z o.o. reserves the right to refuse the delivery of any sample without prior background information provided to the buyer.

4. Shipping Terms

Goods shall be shipped ex plant Kedzierzyn-Kozle. If the shipment has been agreed to be on a delivered basis, Decrust Sp.z o.o. shall ship the goods to buyer at it’s own costs. In such case Decrust Sp.z o.o. will specify the kind of shipment, shipment route and carrier to the buyer of the goods.

5. Delivery schedule, Delay of Shipment

If Decrust Sp.z o.o. should fail to comply with the agreed upon schedule for the delivery of the goods or other contractual obligation of the delivery, buyer shall grant an additional delivery period of reasonable length to Decrust Sp.zo.o. Such additional delivery period shall be at least three (3) weeks.

If the delivery of the goods does not occur by the end of such additional period of time and if the purchaser for this reason intends to exercise its option to rescind the contract, buyer shall notify Decrust Sp.zo.o. in writing.

6. Transportation , Insurance

Decrust Sp.z o.o. is authorized to arrange for appropriate transportation insurance coverage on behalf and at the expense of the buyer in an amount at least equal to the invoiced value of the goods.

7. Prices

Unless otherwise agreed upon, quotations of Decrust Sp.z o.o. are ex works Kedzierzyn-Kozle and do not include the cost of shipment. Value added taxes - if applicable - shall be payable in addition to the invoiced amount based on the statutory rate being in effect.

8. Payment

Unless otherwise agreed upon in writing payments by the buyer shall be done by money transfer to the bank account of Decrust Sp.z o.o. During the first year of business relation prepayment of the full price is requested. After such period of time and without any payment incidents, the payment terms will be adjusted incrementally.

In the case of unpaid or partially delayed payments, statutory interest will be charged.

Goods sold to the buyer shall remain property of Decrust Sp.z o.o. until all claims of Decrust Sp.zo.o. against buyer arising from the Purchase Order or previous Purchases Orders have been satisfied.

Decrust Sp.zo.o. is entitled to withhold any and all further deliveries to buyer until any unpaid legitimate invoice including late payment fees have been paid in full.

9. Product information

Unless otherwise agreed upon, the contractual characteristics of the goods of Decrust Sp.z o.o. exclusively shall be based on the product specifications of Decrust Sp.z o.o. in their current version. Any information about properties, durability and other data shall only represent a guarantee if expressly agreed and confirmed by Decrust Sp.zo.o. in writing. Written and verbal information about the goods, equipment, plant and processes are based on the best knowledge of Decrust Sp.z o.o. Decrust Sp.z o.o. reserves the right to make modifications and upgrades to such, but does not assume any liability other than summarized in the Sales and Delivery terms or individual contracts. The aforesaid shall not release buyer from his obligation to verify the suitability of the goods and processes of Decrust Sp.zo.o. for the intended use of the buyer.

10. Liability

Under no circumstances Decrust Sp.zo.o. shall be liable for any incident, incidental or consequential damages such as but not limited to loss of production or anticipated profits or any other incident, loss or damage arising in connection with each Purchase Order.

Decrust Sp.z o.o. shall not be liable for any property damage that may be caused by the goods while in the possession of the buyer or third party nor shall Decrust Sp.z o.o. be liable for any damages to products manufactured by buyer or third party, or to products in which goods of Decrust Sp.zo.o. are incorporated, blended, added or used.

Buyer shall indemnity, defend and hold Decrust Sp.zo.o. harmless. Under no circumstances shall Decrust Sp.z o.o. be liable for re-packaging or trans-filling of delivered products into any kind of bottles, cans, canisters, tubes, aerosol cans or similar. The overall liability of Decrust Sp.z o.o. for any and all claims arising out of or in connection with each Purchase Order shall not exceed the price of the Purchase Order of the supplied products.

11. Storage

Decrust Sp.zo.o. company will keep the storage of products purchased by the buyer on “ex plant or warehouse” basis but not yet picked up by the customer free of charge for one month. Exceeding of this period of time storage costs in the amount of EUR 60 per each pallet and month will be added to buyer’s invoice.

12. Complaints and Rights of Buyer in case of Defects

All buyer complaints, particularly, those regarding defective products, must be submitted to Decrust Sp.z o.o. in writing without delay, but not later that ten (10) days starting from the delivery of the goods, or in the case of latent defects within ten (10) days from the date such defect is discovered or should have been discovered after reasonable quality entrance control. Period of any and all complains is limited to 12 months after the date of delivery of goods. If buyer does not notify Decrust Sp.z o.o. of such complains or defects within such period of time in writing, our goods and services are deemed to be without defects.

Buyer shall have no right for remedies for a defective product or services provided by Decrust Sp.zo.o. if the impairment of the value or the usage of our goods and services or performance is negligible. In the event that delivered goods or services of Decrust Sp.z o.o. are defective, Decrust Sp.z o.o. reserves the right solely at it’s own discretion, to either replace or repair the goods. In such case Decrust Sp.z o.o. shall have reasonable time to replace or repair the goods. If such repair or replacement fails to remedy the defects, buyer will be granted a price adjustment or is allowed to revoke the purchase order.

13. Compliance with Statutory Regulation

Unless otherwise agreed upon in writing with the buyer in each individual case in case of “Ex plant or warehouse” shipping terms buyer shall be responsible for the compliance with statutory and regulatory requirements for the export /import, transport, storage and use of the goods.

In case a statutory or regulatory approval is required for the export of the goods/services of Decrust Sp.zo.o. at that time the purchase order has been placed and such export approval has not been granted to Decrust Sp.z o.o. , Decrust Sp.z o.o shall be entitled to rescind the contract without further explanation.

Decrust Sp.z o.o. is also entitled to rescind the contract in the event a product registration obligation does exist and has been applied for by Decrust Sp.z o.o. and registration has not yet been granted to Decrust Sp.z o.o. at the scheduled time of the delivery.

14. Place of Jurisdiction

Place of jurisdiction shall be Kedzierzyn-Kozle. If Decrust Sp.z o.o. institutes legal proceedings against buyer, Decrust Sp.zo.o. shall additionally have the option to institute legal proceedings at purchaser`s place of jurisdiction.

15. Applicable Law

The contract and legal relationship with purchaser shall be governed by the laws of the Republic of Poland.

16. Severability

Shall any of these Conditions of Sale be deemed wholly or in parts invalid, this shall have no effect to the validity of the remaining conditions.