Heterochem (Dist) Ltd
GENERAL CONDITIONS OF SALE
1. General

These conditions shall apply unless special conditions are established and submitted in writing by Seller to Buyer. Any general conditions of purchase submitted by Buyers are only binding upon Seller if confirmed by Seller in writing

2. Validity of Offers

All offers submitted by Seller are subject to confirmation. Orders and oral agreements are binding on Seller only insofar as he confirms them in writing or complies therewith by delivery of goods and submission of Invoice. Seller will as a rule offer goods without restrictions to all bona-fide Buyers. The special nature of some products may require the imposition of restrictions or special conditions on supplies. Where goods are supplied under special conditions these will have to be communicated and accepted in writing. Seller shall have no obligation to give service or deliver goods in his opinion, transported or otherwise handled by Buyer in an improper manner.

3. Price/Invoices

Unless otherwise specified prices quoted are exclusive of Value Added Tax and other taxes/levies and are subject to the addition of such taxes in accordance with current government regulations. Unless the offer was made on the basis of price or exchange rate pertaining on date of delivery, prices remain subject to alteration by Seller until 30 days before the agreed date of delivery. In case Seller raises a price, Buyer shall be entitled to withdraw from the unfulfilled part of a contract by written notice within 7 days. The option to withdraw from the contract shall not apply where a price increase is due to higher transport charges or it was agreed that goods be invoiced at price or exchange rate pertaining on date of delivery. Incidental expenses such as bank charges incurred in remittance and charges for release of shipping documents are for Buyers account. The invoice weight shall be the weight at time of despatch by Seller.

4. Payment

Unless otherwise stated on the Sellers invoice, payment for the goods shall be made in full not later than 30 days from the date of the Seller's invoice to the Buyer. Buyer may not offset or withhold payment on the grounds of a counterclaim except if such counterclaim has been acknowledged and accepted by Seller or confirmed by final court decision. Should Buyer be in arrears with payment or should there be reasonable doubts as to Buyers solvency or credit rating, Seller - without prejudice to his remaining rights, including the charging of interest on overdue amounts - shall be entitled to require payment in advance for deliveries not yet effected, and to require immediate payment of all claims of Seller arising from mutual business relations.

5. Delivery and Passing of Property

Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:

i. Upon delivery the goods shall be at the buyers risk but the property in the good shall not pass to the Buyer until such time as payment in full for the goods shall have been made. Delivery of the goods shall be deemed to take place:

a) Where the Seller undertakes delivery of the goods, when the goods shall be loaded off the Sellers carriage, ship or other transport at the station, port or address specified by the Buyer.

b) Where the Buyer undertakes delivery of the goods, when the goods are loaded on the Buyers carriage, or other transport.

ii. Date of delivery

All delivery dated are estimates. The seller shall not be liable for failure to deliver by such dates or for any losses arising directly or indirectly out of delay in delivery, nor shall the Buyer be entitled to refuse to accept the goods because of late delivery. Seller shall be relieved from his obligation to supply for as long as Buyer is in arrears with a due payment.

Seller shall be entitled to effect delivery by instalments, which must be paid for by the Buyer in accordance with Clause 4 hereof. Each instalment to be regarded as a separate contract.

Unforeseen breakdowns, shortage of labour, power or raw materials, strikes, lock-outs, difficulties in providing means of transport, transport hold ups, official restraint and any events of force majeure and also inability by Seller's supplier to deliver, for the same reasons, shall relieve the part affected thereby from his obligation to supply or to take the goods respectively for the duration of and to the extent of all further claims, shall be entitled to withdraw from the contract with respect to the quantities affected thereby.

6. Shipments

Route and means of transport are at Sellers choice, and Buyer shall bear surcharges resulting from despatch by special route means or speed or in other than standard packaging or economical quantities. Where goods are collected by Buyer's vehicles, Seller reserves the right to refuse delivery of goods if in the Seller's opinion Buyer's vehicle or container is unsuited for such transport. Release of goods does not, however, constitute an admission by Seller that a vehicle was inspected and Seller shall neither be responsible for the condition of such vehicle nor liable for any damage or loss resulting from such unsuitable vehicles or containers.

7. Claims and Complaints

Claims for damage to or partial loss of goods in transit must be raised in writing against the carriers as well as Seller within three days of delivery, and the delivery note must be accordingly endorsed. Buyer must check that delivered are of contractual quantity and suitable for the intended purpose. If this is not done or not in the appropriate manner, or if patent or obvious defects are not promptly reported to Seller, at the latest within 7 days of receipt of goods, then the goods shall be considered as approved in respect of such defects. Latent defects shall be deemed approved if not reported to the Seller as soon as they are discovered, but at the latest within three months after despatch at the agreed place of despatch. Complaints must state date of order and invoice and despatch number. No goods whether in full or part or for whatever reason may be returned without Seller's express written consent. In the case of justified and properly notified complaints, Seller shall only be obliged, at his discretion, and taking Buyers interests adequately into account, to reduce the price, remedy the defect, exchange the goods or take them back refunding the purchase price. Should Seller not fulfil this obligation, Buyer shall have the right of choice between the above remedial measures. Further claims by Buyer are excluded, as far as legally permitted - this applies particularly to compensation claims for damages not pertaining to the goods themselves (consequential damages). If by agreement merchandise is sold as substandard or second standard, Seller is exempt from any liability whatsoever unless the delivered material varies from the contractual quality.

Seller warrants that the goods shall comply with Seller's specification for the goods in question as current from time to time. Seller does not warrant the fitness of the goods for any particular purpose or process to be applied by Buyer. Any return of goods for exchange or credit is at the complete discretion of Seller and requires his previous written agreement.

No contract between the Seller and the Buyer shall be a sale by sample by reason only of a sample having been provided for the Buyer's general guidance.

8. Reservation of Title of Goods

The title becomes the property of the Buyer only after he has settled all his obligations arising from the mutual business relations. Buyer shall collaborate in any measures Seller may take to protect his proprietary rights in the delivered goods. If a third party should try to assert or substantiate rights in goods, Buyer shall inform Seller immediately and render all possible assistance. By accepting an offer made under these present Condition of Sale, Buyer explicitly accepts this Reservation of Title which shall attach to the goods, whether they be still on the Buyer's premises or whether they have been sold to a third parties acting in good faith. In case of re-construction, liquidation, receivership or other similar occurrences, the persons obtaining power of disposition over Buyer's assets shall keep separate and be accountable to Seller for the goods and for the proceeds of sales from goods subject to this reservation of ownership.

9. All returnable containers and pallets used in connection with deliveries shall remain the property of the Seller.

10. Applicable Law and Jurisdiction

All sales contracts shall be subject to Irish Law and the Courts at Dublin shall have Jurisdiction.

May 2000

Heterochem (Dist.) Limited