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General Conditions of Sale Lubricants, Europe

Art. 1. – General

The seller is defined as VPS International bv including all the brands.

The “General Conditions of Sale” contained herein shall apply to all offers, quotations, order confirmations, orders, contracts, deliveries and services between Seller and Buyer.

No purchase conditions of the purchaser shall be applicable or shall set aside the “General Conditions of Sale” unless expressly agreed in writing by Seller.

Art. 2. - Order contract

Seller is not committed to any orders before issuing a written order confirmation to Buyer. The conditions of the order is stipulated in this document and in the order confirmation.

The seller can at any time amend prices, quality, quantity and validity before order confirmation is sent.

All quotation and offers are only valid for 30 days unless explicitly stipulated.

Art. 3. – Price

Unless expressively stated sales price is given exclusive taxes, duties, levies and transportation according to Incoterms “Ex Works”

Any price based on present raw material price, energy price, exchange rates, duties, taxes, freight, storage costs and insurance charges. The Seller can at any given time alter sales price if any of the above costs are changed prior to delivery of the product. On the other hand the Buyer shall have the right in such circumstances to cancel the order in writing within 3 days.

Art. 4. - Delivery

The latest issued Incoterms from the International Chamber of Commerce shall apply to all deliveries.

Agreed delivery dates and times shall be regarded as approximations unless expressively stated in order confirmation.

Seller is entitled to deliver partial deliveries if of any reason appropriate. Seller reserves the right to deliver quantities confirmed in the order confirmation plus-minus 10%.

Discharge operations shall always be Buyer’s liability. Buyer is obliged to commence discharge within 1 hour after arrival of freight forwarder. Any surcharged due to late discharge will be at Buyer’s cost.

Buyer shall immediately at delivery inspect the product. In case of any discrepancy in quality, quantity or damage in delivered product the buyer shall immediately and within 3 days of receipt of product notify Seller in writing including documentation and pictures.

The title to and ownership of all products supplied by Seller shall not pass to Buyer until final settlement in full of the sales price and all other sums due to Seller.

Risk of damage to or loss of the product passes to Buyer according to Incoterms.

Seller does not receive any returned good from Buyer unless explicitly approved in writing. Seller hold the right to reject products that have been damages on its way from Buyer or reject products that has been opened, changed or in any other way mistreated by the Buyer.

Art. 5. - Payment

Unless otherwise stated in order confirmation payment terms are 30 days from invoice date.

By late payment Seller is entitled to charge Buyer interest on all due payments. Interest is based on legal bank rate of country of Seller multiplied by 3.

Buyer is also liable for any other costs incurred including legal costs due to late payments.

Art. 6. – Warranties

Seller warrants that the product shall comply with Seller’s specifications.

The seller does not take any responsibility of the usage of the product. Buyer has at any time the full responsibility to ensure suitability of the product and do necessary tests prior to use.

Art. 7. – Liability

No warranty or representation is made, whether express or implied, as to the use, sufficiency, merchantability, or fitness for any purpose whatsoever of the goods supplied, unless explicitly stated so in writing by Seller. Information given by Seller on the quality, composition or application purposes shall only be construed as a warranty if explicitly stated in the form of a warranty in the sales agreement. Purchaser shall hold harmless and indemnify Seller for and against any claims for damages, whether from tort or otherwise, resulting from the use or sale by purchaser of the goods supplied, unless such damages are the direct result of a breach of an explicit written warranty given by Seller, except in case of gross negligence or willful misconduct on the part of Seller. Seller's liability shall not exceed the net sale price of the goods concerned. In no event shall Seller's liability include indirect or consequential damages.

In case of defect product is delivered claims for rescission of contract or reduction of purchase price shall be granted only if the defect cannot be remedied within an appropriate period, if subsequent performance will incur unreasonable expenses, is unacceptable or must be considered as failed for other reasons. Buyer shall, however, have no right to rescind the contract in case of minor defects. If the defect can be put down to a violation of operating, maintenance and installation instructions, improper use or storage, faulty or negligent handling or assembly, natural wear and tear or tampering with the delivery item by the Buyer or a third party Buyer has no right to any kind of claim against Seller.

Buyer shall allow Seller to promptly inspect any rejected product.

Art. 8. - Health, Safety and Environment

Carefully read and apply the information in the product safety sheet.

Buyer has full responsibility to comply to any local legislations.

Art. 9. - Ethical & Moral conduct

Buyer shall comply with all laws governing its activity, and consequently shall fully assume all administrative and legal consequences in case of non-compliance with these regulations, without Seller’s liability be involved.

Art. 10. - Force Majeure

Neither Seller nor Buyer shall be liable to each other in any way if such party is temporarily prevented by Force Majeure to fulfill its obligations under this contract. Party claiming to be excused under this reason shall give prompt notification to the other party and shall resume performance of its obligations hereunder immediately following cessation of the cause. An event of Force Majeure includes; acts of God, accidents, fire, explosion, flood, storms, strikes, riots, civil commotion, war (declared or undeclared), restrictions or prohibitions imposed by public authorities, government and/or regulation, and any other occurrence that is considered an event of Force Majeure under the laws of Seller’s country.

Art. 11. - Applicable Law

The laws of the country of Seller shall exclusively govern any agreements and documents to which these General Conditions of Sale apply.

Version 01-01-2015

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