GENERAL TERMS AND CONDITIONS OF CHEM CONCEPT KFT.

Terms and Conditions form an integral part of the contract concluded between the Seller and the Buyer for the sale of chemical products and raw materials distributed by the Seller, without any separate stipulation. The Seller’s offer for contracting may differ from these General Terms and Conditions.

I. Formation of the Contract

I. 1. The Parties acknowledge that any information or invitation to tender sent by the Seller to the Buyer or otherwise published does not constitute an offer under Act V of 2013 on the Civil Code (hereinafter: Civil Code). The Seller excludes any binding offer related to such information, regardless of the method of sending or publishing the information.

I. 2. By accepting this contract and the terms of the Seller’s offer, the Buyer orders from the Seller the products and raw materials detailed in the Seller’s offer. The sales contract between the Parties is formed when the Buyer confirms in writing or by email the acceptance of the offer and this contract to the Seller within the deadline specified by the Seller, after receiving the offer and this contract.

I. 3. The Buyer acknowledges and expressly accepts that the delivery deadline for the ordered products and raw materials may change depending on the performance of the manufacturer or distributor, and on the other hand, on the current development of global market processes and factors influencing them. The Buyer acknowledges and expressly accepts this Seller’s information as per this clause.

If there is a change in the delivery deadline indicated in the offer, the Seller is obliged to inform the Buyer immediately after becoming aware of it. The issuance of the invoice and the handover of the ordered products to the Buyer are considered equivalent to this notification.

I. 4. If the Seller informs the Buyer in writing that the manufacturer of the product or raw material was forced to cancel the Seller’s order due to circumstances beyond the control and interest of the Parties, which were not foreseeable by the Parties either at the time of acceptance of the offer and this contract or at the time of entry into force of the sales contract between the Parties, or later (e.g., production restrictions, shortage of raw materials, mandatory capacity restrictions or other reasons) – in connection with which the Parties could not be expected to avoid the circumstance or avert the damage – or if these circumstances exist for the person supplying the Seller, it shall be considered as an impossibility of performance for which neither party is responsible.

The Seller is obliged to notify the Buyer of the impossibility of performance without delay by a written statement after becoming aware of it. The sales contract between the Parties terminates on the day of receipt (or the day when the delivery presumption takes effect) by the Buyer of the legal statement on the impossibility of performance.

II. Prices and Payment Terms

II. 1. The amount of the purchase price is specified in the Seller’s offer. The price – unless otherwise specified in the offer – includes the costs of delivery to the Buyer’s premises and the amount of VAT.

 II. 2. The Buyer is obliged to pay the full amount of the purchase price to the Seller within the deadline specified in the offer, calculated from the receipt of the chemical product or raw material, by bank transfer to the Seller’s bank account.

II. 3. The Parties agree that the right of disposal as owner over the products and raw materials is transferred to the Buyer on the day when the purchase price and incidental costs are credited to the Seller’s bank account, i.e., the supply of goods between the Parties under Act CXXVII of 2007 on Value Added Tax is fulfilled on this day.

Until acquiring ownership, the Buyer is not entitled to process, sell, offer as security, or otherwise dispose of the products and raw materials in a manner that adversely affects the Seller’s interests.

II. 4. The Buyer is not entitled to offset against the purchase price or withhold, condition, or refuse payment of the purchase price based on any objection if the products and raw materials have been received or if the receipt has been unjustifiably refused or neglected.

II. 5. The Buyer is obliged to inform the Seller if circumstances arise that negatively affect its solvency or legal operation, such as if liquidation, bankruptcy, or winding-up proceedings are initiated against it. If the Seller becomes aware that circumstances endangering the Buyer’s solvency have arisen, it is entitled to request security from the Buyer for the payment of the purchase price, or to demand payment of the purchase price in advance – before the receipt of the products and raw materials – even if the Parties have not agreed on advance payment. If the Buyer refuses to provide security or advance the purchase price, the Seller is entitled to refuse the handover of the product or raw material, which shall not be considered a breach of contract by the Seller. The Seller is also entitled to withdraw from the sales contract after becoming aware of the mentioned circumstances and to apply the legal consequences set out in clause II. 6.

II. 6. If the Buyer is in default with the payment of the purchase price, the Buyer is obliged to pay a late payment interest of 20% for the days of delay. The Seller is entitled to withdraw from the contract if the Buyer is in default with the payment of the purchase price for more than 15 days. The Seller must communicate this decision to the Buyer in writing after the expiry of the deadline.

In case of withdrawal based on the breach of contract specified in this clause, the Seller may claim compensation for its actual damages from the Buyer. The Parties agree that in case of the Seller’s withdrawal under this clause, the Buyer is obliged to pay the Seller a cancellation fee of 20% of the net purchase price within 8 days from the notification of the withdrawal.

III. Delivery

III. 1. The Seller specifies the delivery deadline in its offer to the Buyer. If the delivery deadline changes for reasons beyond the Seller’s control, the Seller is obliged to communicate the exact delivery deadline to the Buyer in the notification according to clause I. 3., which deadline may differ from the delivery deadline specified in the offer. The Buyer expressly accepts this condition.

III. 2. The Seller is entitled to refuse the handover of the products and raw materials if the Buyer is in default with the performance of any previously concluded contract with the Seller or breaches the contract, until the breach of contract persists. If the Seller is entitled to withdraw from the previous contract due to the Buyer’s breach of contract, the Seller becomes entitled to withdraw from this contract as well, applying the legal consequences set out in clause II. 6.

III. 3. From the handover of the products and raw materials, all risks and hazards related to them are borne by the Buyer.

III. 4. Either Party is entitled to withdraw from the contract if, due to a force majeure event (e.g., flood, earthquake, fire, windstorm, tornado, war, revolution, etc.), the other Party is in more than 30 days delay with the performance of the contract. In such cases, each Party bears the damages incurred in its own sphere of interest.

IV. Receipt of the Product or Raw Material

IV. 1. The Buyer is obliged to receive the product or raw materials after the conclusion of the contract at the time of delivery or handover by the Seller. The Seller is entitled to deliver the products and raw materials in installments, in which case the Buyer is obliged to receive them in several installments at the time of delivery. If the Buyer refuses to receive the products or raw materials, the Seller is entitled to withdraw from the sales contract and apply the legal consequences set out in clause II. 6.

IV. 2. The Buyer is obliged to sign the CMR documents accompanying the chemical products and raw materials upon receipt. Furthermore, the Buyer is obliged to inspect the product or raw materials before receipt and immediately communicate any objections to the Seller’s agent or to the carrier commissioned by the Seller. If the defect was not recognizable at the time of receipt, the Buyer is entitled to communicate its objections to the Seller within an additional 5 working days. If the Buyer does not exercise this right, it shall be deemed to have duly received the product or raw material according to the terms of the contract.

IV. 3. If the product is subject to export restrictions or requires an export license, the Seller may request information and documents from the Buyer regarding the intended place and method of use of the product, as well as any other relevant circumstances, which the Buyer is obliged to provide to the Seller. If the Buyer refuses to provide the information or documents, the Seller is not obliged to perform the sales contract.

V. Warranty and Guarantee

V. 1. The Seller assumes liability for defects in the quality of the product or raw material. The Seller’s liability for defects extends until the expiry date of the products or raw materials, which deadline the Parties consider to be forfeiting. The Seller excludes its liability for defects beyond this, which the Buyer expressly accepts.

V. 2. The Seller fulfills its warranty obligation by replacing the products or raw materials. Price reduction, right of withdrawal, claim for damages, as well as the cost of repairing the defect by the Buyer itself or by another person cannot be claimed against the Seller.

The Parties agree that the Seller assumes responsibility for the replaced product or raw material until the expiry date indicated on it.

V. 3. The Parties agree that the Seller is obliged to fulfill its warranty obligation only if the Buyer presents the defective product or raw material to the Seller and allows the Seller to examine the defect.

VI. General Provisions

VI. 1. This contract enters into force on the day the Buyer accepts the Seller’s offer.

VI. 2. The Parties agree that only the Seller’s General Terms and Conditions apply to the sales contract concluded between them. The Buyer’s general terms and conditions apply to the Parties’ legal relationship only if expressly accepted by the Seller.

VI. 3. The Parties agree that in making their contractual declarations, they primarily use communication by electronic mail using the email addresses through which they have contacted each other. The Parties are obliged to notify each other if their email address has changed or if they wish to make their contractual declarations explicitly on a certain email address. The Parties consider legal declarations sent to each other by email to be in writing and consider them delivered on the day the email is sent.

VI. 4. Declarations sent by the Parties by registered mail with return receipt are considered delivered at the time of receipt indicated on the return receipt. If the addressee Party fails to receive the mail addressed to it, it is considered delivered on the eleventh working day from the unsuccessful delivery of the postal item. If the letter sent by mail returns with the indication “moved” or “addressee unknown”, or if the addressee refuses to accept it, the letter is considered delivered on the day of the attempted delivery.

VI. 5. The Parties agree that if any provision of this contract is or becomes invalid or ineffective, it does not result in the invalidity or ineffectiveness of the entire contract. The Parties are obliged to remedy the invalid provision within thirty days of becoming aware of it and replace it with a valid provision that is closest to their original contractual intent, and to modify this contract in writing accordingly. If the Parties subsequently eliminate the cause of invalidity, the contract becomes valid retroactively from the time of its conclusion.

VI. 6. For the purpose of fulfilling all obligations under this contract, the Seller’s registered office is considered the place of performance.

VI. 7. The Parties agree that the sales contract concluded by the Parties is governed by Hungarian law and – promulgated in Hungary by Law Decree No. 20 of 1987 – they entirely exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on April 11, 1980, by applying Article 6 of the Convention. The Parties further exclude the application of any other bilateral or multilateral convention to their legal relationship that would otherwise be applicable in the absence of exclusion.

VI. 8. For the settlement of disputes arising from the interpretation and performance of the contract between the Parties, the Parties stipulate the jurisdiction of the courts of Hungary, and furthermore, the exclusive jurisdiction of the court at the Seller’s registered office.

VI. 9. This contract has been prepared in Hungarian and English. In case of any discrepancy between the two versions, the Parties agree that the Hungarian text shall prevail.

VI. 10. The Seller informs the Buyer that the provisions in clauses I. 1., I. 3., I. 4., II. 6., IV. 2., V. 1., V. 2., V. 3., V. 7. of this contract significantly differ from the provisions of the Civil Code and other laws and from any previous conditions applied between the Parties.

VI. 11. The Parties agree that any previous agreement between them concerning the subject matter of this contract loses its effect upon the conclusion of this contract, and only the provisions of this agreement shall govern their legal relationship henceforth.