General Terms and Conditions

GENERAL TERMS and CONDITIONS FOR PURCHASES

(Version April 2007)

1. Basis of this contract are the INCO-Terms, latest version.

1. The buyer under this contract is PENPET PETROCHEMICAL TRADING GMBH, unless stated to the contrary, and the parties entering into a contract, contents of which is reproduced on the face of this paper, are aware that the buyer is a reseller and does not have any own consumption.

1. The supplier as mentioned on the face of this contract has fulfilled his obligations after having delivered the goods in quality and packing as per the contract - to the delivery point mentioned and in accordance with the statutes of the Inco-Terms, latest version.

1. The supplier has to provide the buyer with all necessary papers, proving that the quality meets the contractual agreements, including Test Reports / Analysis Reports by his/his supplier’s laboratory, even if not asked for specifically in this purchase confirmation.

5. The buyer reserves the right to forego, at point of delivery, physical sampling and testing of the goods supplied, at his own discretion.Basis the proof in accordance to § 4 above. The supplier accepts that quality claims may still be lodged upon arrival at point of destination, as long as proof can be submitted that the goods have not been manipulated while in transit.

6. Goods found not to meet the contractual agreements are being returned at supplier’s disposal as soon as the buyer himself has (again)assumed title to the goods. All legal consequences are being reserved.

7. The seller guarantees the buyer that the product being supplied under this contract is free from limitations of one or more patents lying on this product, affecting in any kind the free circulation of the product in the markets intended for.

8. The seller accepts the obligation to provide safe packing in accordance with  International Standards for dangerous goods the seller to provide packing in accordance with the latest regulations of the UN IMDG – code. for non-hazardous goods the seller is responsible to fulfill the regulations in force for imported goods entered into the circle of merchandise in the intended country/region of destination.

9. Force Majeure /Act of God: Will be accepted as means to defer deliveries resp. to excuse the supplier from delivering in parts or in total only if supported by evidence/official Force Majeure certificate and other supporting documents, and if the source of supply has been concretized. Any such event will be analysed and seen individually. Allocations made to anybody for the product under contract by the supplier will have to be allocated in the same manner also to this contract.

10. Protection of Ownership: The seller under this contract guarantees to the buyer that the product sold to the buyer is free from limitations imposed on the seller by third parties as regards the „Protection of Ownership“ for any such third party/parties.

11. The buyer accepts no other General Terms and Conditions than those printed here, unless confirmed so in writing.

12. Unless specifically agreed upon to the contrary, the Place of Jurisdiction for this contract will be:
HAMBURG; Ordinary Court or Arbitration        

PENPET PETROCHEMICAL TRADING  GMBH


GENERAL TERMS and CONDITIONS SALE
(Version April 2007)

1. Basis of this contract are the INCO-Terms, latest version.

2. The SELLER under this contract is PENPET PETROCHEMICAL TRADING GMBH, unless stated to the contrary, and the parties entering into a contract, contents of which is reproduced on the face of this paper, are aware that the seller is reseller and does not have any own production.

3. The supplier as mentioned on the face of this contract has fulfilled his obligations after having delivered the goods in quality and packing as per the contract - to the delivery point mentioned and in accordance with the statutes of the Inco-Terms, latest version.

4. The seller will accept lodging of quality claims based on samples drawn professionally at point of delivery as per Inco Terms only.

5. Goods found not to meet the contractual agreements are to be returned at supplier’s disposal. All legal consequences are being reserved.

6. The seller accepts no other General Terms and Conditions than those printed here, unless confirmed so in writing.

7. Force Majeure / Act of God: Will only apply to this contract if supported by evidence, and if the purchase contract is clearly linked to this sales contract by means of concretizing. Any such event will not release the other party from fulfillment of contract, but only postpose same until the situation is restored. Allocations by suppliers will be subsequently allocated in the manner to all customers being served from the same purchase contract.

8. Claims do not prevent from full payment of our invoice. They have to be presented in adequate form and will be dealt with according to applicable rules.

9. The goods remain property of PENPET PETROCHEMICAL TRADING GMBH until full settlement of all liabilities existing from the business relation has been reached. The complete clause is listed below.

10. Place of Jurisdiction and Fulfullment:
HAMBURG; Ordinary Court or  Arbitration.

PENPET PETROCHEMICAL TRADING  GMBH


PROTECTION OF OWNERSHIP
(Version April 2007)

Clause No.9 of the GENERAL TERMS AND CONDITIONS of SALE by PENPET PETROCHEMICAL TRADING GMBH is herewith laid down for all our business partners:

I. Reservation of ownership and Protection of Rights onto delivered goods: We hereby reserve the ownership to any and all goods delivered until the final payment of any and all debts resulting from the business relation. The reservation of ownership extends to ALL delivered goods even if the buyer has settled the payment for partial or single deliveries.

II.  The buyer has the right to resell - within a normal business relation - the goods delivered under protection of ownership. The pledge of or assignment of ownership as security is not permitted until full settlement of all liabilities from the business relation has been reached.

III. The buyer of goods acquired under Protection of Ownership surrenders - in  advance - all rights resulting from the resale of the goods. The same applies to all other substitutional claims, particularly from insurance claims because  of loss of or damage to the goods. This extends as well to goods already processed, converted or mixed with others.

IV. The buyer has the right - within a normal frame of business - to collect the receivables, which are assigned to and accepted by us, and also extend tosubstitutional claims. This Right of Collection may be withdrawn by us if the buyer fails to honour his commitments towards us, runs into degradation offinancial status, or if, by means of impoundation by other creditors, our rights are endangered.

V. The buyer is further  obligated, upon our request, to submit to us and the third -party debtor a particular written assignment of proceeds, from whichone can determine the amount of the resale and the full  name and address of  the third-party-debtor.

VI. In case of Compulsory Execution initiated by thirdparties against our delivered goods the buyer has to inform us without any delay about the  pledge and to provide all necessary papers, such as Protocoll of Pledge, solemn declaration of the buyer or any knowledgeable person in his company to confirm that the goods pledged are identical with ours, delivered under „Protection of Ownership“.

VII. In case of delays of payment, severe violation of accuracy and care, compulsory execution by respect. against the buyer, or in case of hisbankruptcy, we are entitled to demand the immediate surrender of those goods not yet resold for keeping them separated, if our debts are endangered.The „Demand to Surrender“ in this case will not serve as cancellation of sale/contract, unless explicitly informed so to the buyer. After such a „Demand of Surrender“ the buyer has to keep the goods concerned separated from other goods, to mark them as our property and  to refrain from any disposal thereof, and to provide us with a list of our property. The buyer is further obligated - in case of resale to a third party - to refrain from collecting the sales value and to instruct the third-party-debtor to pay directly to us. In case of payments still so received by the buyer, he has to keep these separated from his normal bank accounts and to remit them to us without delay.

VIII. The buyer is obligated to keep the goods delivered by us - until full payment - fully insured against Fire, Water, Theft and Damage by Third Parties, at his own cost and to provide proof of such existing insurance upon demand. All claims  upon insurance companies or third parties, as long as they concern the goods delivered by us, are assigned to us. This assignment is hereby accepted by us. It will be diclosed to the insurance company or any third party upon our request.
IX. We hereby undertake to limit the securities to be taken, on our behalf, at the buyer’s request or to release securities already taken, not to exceed 120% of  our overall debts - the selection of securities remains at our discretion.

PENPET PEROCHEMICAL TRADING GMBH HAMBURG

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