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General Terms and Conditions for the Sale of Goods
<br />by
<br />Subsidiaries of ASH North America, Inc
<br />1.1. These General Terms and Conditions for the Sale of Goods
<br />(these "Terms") govern the sale and delivery of all goods and products(the
<br />"Products"), and all transactions incidental thereto, by such subsidiary of ASH North
<br />America, Inc. identified on the respective Confirmed Order (as defined below) as the
<br />seller or supplier ("Seller") to any of its customers (each a "Customer"). The liability
<br />of each such subsidiary under these Terms or any Confirmed Order shall be several
<br />and not joint. Customer acknowledges and agrees that nothing in these Terms or any
<br />Confirmed Order shall be construed as implying joint liability in any case of ASH
<br />North America, Inc. or any of its subsidiaries. Each Seller shall be solely responsible
<br />for its own acts or omissions under the respective agreement with Customer.
<br />1.2. No other terms or conditions shall be of any force or effect unless otherwise
<br />specifically agreed upon by Seller in a writing duly executed by an authorized officer
<br />of Seller. These Terms supersede any and all prior oral quotations, communications,
<br />agreements, or understandings of the parties in respect to the sale and delivery of
<br />the Products. The Seller may issue additional Terms and Conditions of Sale for
<br />certain products. These shall apply in addition to to the present Terms. Any additional
<br />or different terms or conditions contained in Customer's Order (as defined below),
<br />response to Seller´s confirmation, or any other form or document supplied by
<br />Customer are hereby expressly rejected and are rendered null, void, and of no effect.
<br />These Terms may not be modified, amended, waived, superseded, or rescinded,
<br />except by written agreement signed by an authorized officer of Seller.Delivery of the
<br />Products by Seller does not constitute acceptance of any of Customer´s terms and
<br />conditions and do not serve to modify or amend these Terms.
<br />1.3. The issuance of an Order (as defined below) by Customer to
<br />Seller or any communication or conduct of Customer which confirms
<br />an agreement for the delivery of Products by Seller, as well as acceptance in whole
<br />or in part by Customer of any delivery of Products by Seller, shall be construed as
<br />Customer´s acceptance of theseTerms.
<br />Status 2024
<br />1. SCOPE AND VALIDITY
<br />2. OFFERS, ORDERS AND CONFIRMATION
<br />2.1. Unless otherwise specified by Seller in writing, all offers made by Seller
<br />are not binding and may be revoked by Seller at any time without any liability
<br />to Customer.
<br />2.2. Customer shall issue to Seller orders for the purchase of Products, in
<br />written form via the order process determined by Seller from time to time
<br />(each, an "Order"). By issuing an Order to Seller, Customermakes an offer to
<br />purchase the Products pursuant to these Terms and the terms set forth on
<br />such Order. Provided that the Order contains the same terms as in Seller´s
<br />corresponding offer, the Order shall be binding on Customer for six (6)
<br />weeks after Seller´s receipt of such Order.
<br />2.3. Seller may refuse an Order for any or no reason. No Order is binding
<br />upon Seller until Seller´s acceptance of the Order in writing, the issuance of
<br />any governmental permit, license, or authority to Seller, as may be required
<br />under applicable laws, rules and regulations, and the receipt by Seller of a
<br />resale license to be provided by Customer (a "Confirmed Order").
<br />2.4. Specifications and other information on drawings, data sheets, pictures,
<br />plans, brochures, catalogs, or Seller´s website shall not be binding on Seller
<br />unless such specifications and information have been agreed to in writing by
<br />Seller in a Confirmed Order. Notwithstanding a Confirmed Order, Seller shall
<br />have no obligation to deliver Products to Customer or otherwise fulfill any of
<br />its obligations set forth in a Confirmed Order if Customer is in breach of any
<br />of its obligations hereunder or any Confirmed Order.
<br />2.5. Customer may submit to Seller written requests to change the terms of a
<br />Confirmed Order (each such request, a "Change Order Request"). Seller
<br />may, at its sole discretion, consider such Change Order Request, provided
<br />that Seller will have no obligation to perform any Change Order Request
<br />unless and until Seller has agreed in writing to adopt such Change Order
<br />Request. If Seller elects to consider such a Change Order Request, then
<br />Seller shall promptly notify Customer of any adjustment to the applicable
<br />purchase price for the Products.
<br />2.6. In the event Customer cancels any Confirmed Order for any reason,
<br />Customer shall reimburse to Seller all of Seller´s costs and
<br />expenses associated with or incurred due to such cancellation, including but not limited
<br />to the cost of raw materials, labor, and storage if cancellation occurs before Seller´s
<br />commencement of production. In the event Customer cancels any Confirmed Order for
<br />any reason and Seller has started the production of the Product on the respective
<br />Confirmed Order, Customer shall pay to Seller the full purchase price.
<br />2.7. Each Confirmed Order shall be considered a separate agreement between the
<br />parties, and any failure to deliver the Products under any Confirmed Order shall have no
<br />consequences for other deliveries of Products.
<br />3. PRICES
<br />3.1. Unless otherwise agreed to by the parties in the applicable Confirmed Order,
<br />the prices of the Products shall be FCA (agreed delivery location on the applicable
<br />Confirmed Order), Incoterms 2022.
<br />3.2. Unless otherwise agreed by the parties in a Confirmed Order, the price of the
<br />Products shall not include transportation, insurance, packaging, and Tooling (as
<br />defined below) and other materials used for the manufacturing and delivery, sales
<br />or Heavy Vehicle Use Tax (HVUT), other use tax or any other similar applicable
<br />federal, state or foreign taxes, duties, levies, or charges in any jurisdiction in
<br />connection with the sale or delivery of the Products ("Taxes"), Such Taxes shall be
<br />payable by Customer, and if Seller is responsible for the collection thereof, such
<br />Taxes shall either be added to the price invoiced or be separately invoiced by
<br />Seller to Customer. Any special requests concerning shipping, transportation, and
<br />insurance shall be communicated to Seller in a timely manner and subject to
<br />Seller´s prior written approval. Customer shall bear all costs resulting from such
<br />requests.In case of lead delivery times of more than two (2) months, Customer
<br />hereby acknowledges and agrees that Seller, may, at its sole discretion, increase
<br />or decrease the agreed prices on any Confirmed Order in the event of material
<br />price changes in wages, materials, energy or raw material after the date of the
<br />Confirmed Order.
<br />4. PAYMENT TERMS
<br />4.1. Except as set forth in Section 4.2 or unless otherwise agreed in
<br />writing by Seller, the purchase price for the Products and all other
<br />amounts due under a Confirmed Order shall be due and payable in US
<br />dollars within thirty (30) days following the date of Seller´s invoice for
<br />such Products without any discount, deduction or offset whatsoever. In
<br />no event shall any loss, damage, injury or destruction, Force Majeure
<br />(as defined below), or any other event beyond Customer´s control release
<br />Customer from its obligation to make the payments required herein. Payment of all
<br />amounts due hereunder shall be made by bank transfer or in any other manner
<br />set forth on Seller´s invoice. Customer shall be solely responsible for any bank
<br />fees, or other fees, incurred due to the wire transfer or any other selected payment
<br />method. If Seller agrees to payment by credit card, Seller shall charge an
<br />appropriate transaction fee, which the Customer shall also pay.
<br />4.2. In the event Seller becomes aware of circumstances or has reason to believe
<br />that there are circumstances that may have an adverse effect on Customer´s
<br />financial condition, Seller may require the Customer to pay the total amount of the
<br />purchase price or fees, or a portion thereof prior to the delivery of the Products.
<br />Seller may, without any liability to Customer, refuse the delivery of any Product in
<br />the event the Customer fails to make the payment as required under this Section
<br />4.2.
<br />4.3. Time is of the essence for the payment of all amounts due to
<br />Seller under any Confirmed Order. If Customer fails to make payments
<br />of any amount when due, Customer shall pay interest to Seller at the
<br />rate of one percent (1%) per month or such lesser amount as may be
<br />permitted by applicable law starting from the due date until payment to
<br />Seller of such amount in full. In addition to the interest, Seller may, at
<br />its sole discretion, charge the Customer a flat fee of $40 for each reminder notice
<br />issued to Customer due to late payments. If Customer fails to comply with these
<br />Terms or a Confirmed Order, or if Customer becomes insolvent, all balances then
<br />due and owing to Seller shall become due immediately, notwithstanding any
<br />payment terms agreed by the parties. All costs and expenses incurred by Seller
<br />with respect to the collection of overdue payments (including, without limitation,
<br />reasonable attorney´s fees, expert fees, and other expenses of litigation) shall be
<br />borne by Customer. Every payment by Customer shall first be
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