General sales and warranty terms

1 PREAMBLE

1.1 In these general sales and warranty terms the Seller shall mean Terichem Tervakoski, a.s. (“Seller”), the buyer shall mean the company, corporation or person with whom any agreement is concluded or to whom any order confirmation is addressed (“Buyer”), and the products shall mean the Seller’s products (“Product” or “Products”).

1.2 These terms shall apply to all sales and deliveries of Products between the Seller and the Buyer, unless otherwise expressly agreed upon in writing.

2 PRODUCT INFORMATION

Information given in brochures and other advertising material is only given as guidance and shall not be binding upon the Seller.

3 FORMATION OF AGREEMENT

No offer, obligation or agreement shall be binding upon the Seller until a written order confirmation has been sent to the Buyer as acceptance by the Seller.

4 PRICE ADJUSTMENT

4.1 Should, after an agreement has been concluded and entered into, the purchase, production, raw material, transport or any other costs relating to the Products increase more than five (5) per cent, the Seller shall be entitled to revise the price accordingly.

4.2 Should, after an agreement has been concluded and entered into but prior to the delivery, export or import duties, custom charges, taxes on export import or similar duties or charges increase or should new duties, taxes and/or charges be introduced and implemented in respect of the Products, the Seller shall be entitled to revise the price accordingly.

5 PAYMENT

5.1 Payment shall be made on or before the fourteenth (14th) day net from the date of the Sellers invoice unless otherwise is agreed in the order confirmation or otherwise in writing.

5.2 In case it can be reasonably presumed that the Buyer will not fulfill its obligation of paying the purchase price, the Seller shall be entitled to demand a bank guarantee or an equivalent security accepted by the Seller to be given as security for the payment of the purchase price of the Products delivered or the Products to be delivered. If the Buyer does not offer acceptable security, the Seller shall be entitled to cancel the agreement.

5.3 In case of delayed payment, the Seller is entitled to collect interest from the Buyer from the maturity date of the invoice according to the provisions of the effective Slovak Interest Act. If the Buyer has not made full payment within two (2) months from the maturity date of the invoice, the Seller shall be entitled to, by written notice to the Buyer, cancel the agreement and claim compensation for all expenses and damages occurred.

5.4 The Buyer shall have no right to set off its possible receivables from the Seller against the purchase price.

6 DELIVERIES

6.1 Unless otherwise agreed upon in the order confirmation, the delivery condition is FCA the Sellers factory in Svit, Slovakia or Lutsk, Ukraine.

6.2 The delivery date mentioned in the order confirmation is merely an estimation unless otherwise agreed upon between the parties in writing.

6.3 If the delivered amount of Products differ from the amount agreed in the order confirmation, the delivery shall be of the correct amount if the difference is:

</= 1000 kg +/- 20%

> 1000 kg +/- 10%

6.4 The Buyer is obliged to check the delivered amount without delay from the receipt of the delivery. Should the delivered amount of the Products differ from the amount agreed in the order confirmation more than stated above in Section 6.3, the Buyer is entitled to demand a supplementary delivery by the Seller or the Seller to pick up the excess amount of Products. If the claim to the Seller in not presented in writing within eight (8) days from the reception of the delivery, the Buyer is deemed to have accepted the delivery and the Buyer shall have no right to any other claims as regards the amount of delivered Products.

6.5 The liability for the risk for the Products is transferred to the Buyer at the delivery moment pursuant to the Section 6.1 above.

6.6 Incoterms 2010, issued by the International Chamber of Commerce, shall apply to all deliveries of the Products.

7 TITLE

The title to the Products shall pass to the Buyer when full payment, including possible delayed interest, has been made in total to the Seller.

8 THE QUALITY OF THE PRODUCT

8.1 The Seller does not assume any responsibility for the Products being fit for any particular purpose, unless otherwise expressly stated in writing by the Seller.

8.2 The Buyer shall carefully read the order confirmation of the Seller or the Product information attached to a specific agreement as well as ensure before commissioning of the Products that the delivered Products are suitable to the Buyers purpose.

8.3 Products are deemed to contain a defect only if they differ from the quality and information the Seller has given pursuant to Section 8.2 above.

8.4 The Buyer shall check the quality of the Products without a delay after receipt of the delivery. Unless a claim is presented in writing without a delay and at the latest eight (8) days from the detection of the defect or from the moment the defect should have been detected by the Buyer, the delivery is deemed to have been accepted. Equivalent explanation of the grounds for the claim must be provided as an attachment to the claim. Seller strives to answer to the claim in writing within two (2) weeks from the receipt of the claim.

8.5 With respect to the defects of the Products, the Sellers only obligation is to replace the defected Product to a Product free of defects. The Buyer must present its claim for a flawless delivery in writing to the Seller no later than fourteen (14) days from the date of the claim pursuant to Section 8.4. A defected Product shall not entitle the Buyer to present any other claims against the Seller.

8.6 Notwithstanding the Section 8.5 above, Sellers liability may be executed as a price reduction, if this is agreed upon in writing between the parties.

9 LIABILITY

9.1 The Seller shall under no circumstances be liable for loss of production, loss of profit, loss of operation shutdown or any other indirect losses, whatever their cause may be, excluding, however, losses that are caused due to Sellers intention or gross negligence.

9.2 In case claims based on product liability are brought against the Seller for which claims the Seller may be liable, the Sellers liability is limited to the extent normally covered under normal product liability insurances.

9.3 The Sellers total liability is in any case limited to the purchase price of the delivered and defected Products in question.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 All intellectual property rights related to the Products shall remain the sole property of the Seller.

10.2 The Buyer shall not use and shall acknowledge the Sellers exclusive right to all of the trademarks used by the Seller and other distinctive symbols, specifically to the name of TERVAKOSKI FILM.

11 DELAY IN DELIVERY

In case the delivery of the Products is delayed due to a fault of the Seller, the Parties shall discuss in good faith regarding the delivery and possible new delivery schedule as well as regarding possible compensation for the delay in delivery. However, if the delay in delivery is minor and has caused the Buyer only a minor economical loss, the Seller shall not, as a rule, be obliged to pay any liquidated damages. It the Parties cannot agree upon a compensation, the Seller shall pay, if the Buyer can show that it has suffered economical damages due to the delay, liquidated damages in the amount of zero point five (0.5) percent of the purchase price of the delayed delivery per each full week of continued delay. In case the delivery is only partially delayed, the liquidated damages is calculated based only on the purchase price of the part of the delivery that cannot be taken into use by the Buyer due to the delay. The liquidated damages shall, however, be no more than five (5) percent of the purchase price of the delivery. The Sellers total liability based on delayed delivery shall always be limited to the maximum amount of the liquidated damages.

12 FORCE MAJEURE

In case the Seller is prevented from fulfilling its obligations according to this agreement due to circumstances beyond the control of the Seller, such as wars, acts of God, governmental restrictions and actions, events that prevent from acquiring raw materials, fires, or other incidents in production, storing, or transportation, strikes or any other equivalent circumstances, the Buyer shall have no right to damages or any other compensation whatsoever from the Seller.

13 APPLICABLE LAW

13.1 This agreement shall be governed by Slovak law.

13.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not be applied to this agreement.

14 SETTLEMENT OF DISPUTES

Any dispute arising out of or in connection with this agreement that cannot be settled by negotiations between the Seller and the Buyer shall be settled by Poprad District Court as the first instance. The Seller shall, however, have the right to bring up any claim related to this agreement and based on a due receivable from the Buyer, in the district court where the Buyer is domiciled.

Valid from 14th of January
Terichem Tervakoski, a.s. (dielectric materials)