1. General

1.1 Unless otherwise agreed in writing, these conditions of sale shall apply to every contract for delivery of goods from any company within the TRIOPLAST group (the contracting TRIOPLAST company, as the case may be, is hereinafter referred to as the "Seller") to the exclusion of any purchase terms and conditions of the Buyer or other similar documentation submitted by the Buyer.

1.2 No modification of any provision hereof shall be binding upon the Seller unless agreed in writing by a duly authorised representative of the Seller.

2. Offer and Acceptance

Unless otherwise stated by the Seller all offers are valid for thirty (30) days from the dates of such offers. The Seller shall not be bound to any contract of delivery unless a written order confirmation has been issued by the Seller.

3. Technical Information; Intellectual Property Rights

3.1 Information regarding measures, weights, prices, technical features and other details being part of catalogues, brochures, advertisements, circulars and price lists provided by the Seller are not binding upon the Seller and may not be relied upon by the Buyer unless they are part of the final contract and have been clearly specified therein. The Buyer shall be responsible for the suitability of the goods for the Buyer's intended use.

3.2 All drawings, technical specifications, models, moulds, tools, samples and other material for the production of the goods or any part thereof, submitted by one party to the other party prior to or after the completion of the contract, shall remain the exclusive property of the submitting party. Such material may not be used, copied or reproduced without the consent of the other party and shall be treated as strictly confidential by the receiving party who shall prevent it from coming to the knowledge or use of any third party.

3.3 If the Seller produces goods according to a particular specification from the Buyer, it is the obligation of the Buyer to inform the Seller of any limitations pertaining to the goods resulting from patents, industrial designs or any similar intellectual property rights. If any action is brought against the Seller for infringement of any patent right, industrial design or similar intellectual property right arising out of the Seller's production of such goods, the Buyer shall indemnify and hold the Seller harmless against all damage, claims, liabilities and demands resulting from such actions, including awarded costs, damages and legal costs.

3.4 If the goods delivered by the Seller to the Buyer constitute an infringement of a third party's intellectual property rights, the Seller undertakes, except as specified in 3.3, to take possession of the goods and repay the original purchase price, but shall not be obliged to pay to the Buyer any damages or any other sum whatsoever.

3.5 Clichés, injection and pressure tools and other comparable tools manufactured by or for the account of the Seller in connection with the fulfilment of an order from the Buyer, shall be the property of the Seller, unless otherwise agreed in writing.

4. Delivery and Time of Delivery

4.1 Unless otherwise agreed in writing, delivery is made Ex Works (defined in INCOTERMS 2000, as amended) at TRIOPLAST's premises agreed in writing from time to time.

4.2 The specified delivery date is the date of despatch from the Seller.

4.3 Delivery shall be deemed to have been fulfilled in due time if, within the agreed period of delivery, either the goods have been despatched from the Seller's premises or the Buyer has been notified that the goods are ready for despatch or inspection. If the Buyer has not in due time fulfilled its obligations or has in any other manner delayed the delivery of the goods, the Seller shall be entitled to delay the time of delivery for a reasonable period or, if the delay caused by the Buyer is material, terminate the contract.

4.4 If delay in delivery has been caused by the Seller, the Buyer shall be entitled to compensation only if a separate written agreement has been entered into by the parties to that effect. Under no circumstances will the Seller compensate the Buyer for any indirect damages, costs, losses or consequential damages due to any delay in delivery.

5. Reliefs (Force Majeure)

5.1 Should any of the obligations of either party in respect of any contract be prevented, obstructed or delayed due to force majeure, such party shall be relieved of all liability for the fulfilment of such obligation until the obstacle has been removed and shall, if the obstacle lasts for more than three (3) months, be entitled to terminate the contract.

5.2 The term force majeure includes labour disputes, military mobilisation, war, export and import restrictions and other governmental interferences, fire, floods and other natural events, machine damage and other unforeseen disturbances in the production, general shortage of means of transportation or traffic disturbances at railroads, harbours or other transport institutions, default or delayed delivery from sub-suppliers or any other circumstances of whatever kind beyond the party's control and preventing the party's ability to fulfil its obligations.

6. Payment

6.1 Unless otherwise agreed in writing, payment for goods delivered shall be received by the Seller within thirty (30) days from the date of the invoice.

6.2 Payment shall be considered to have been effected when the Seller has received full payment for the goods. If the Buyer fails to receive delivery of the goods on the agreed delivery date, payment shall be made as if the delivery took place on the delivery date.

6.3 If, before delivery, reasonable concerns arise that the Buyer will not be able to fulfil its obligations to make payment, then the Seller is entitled to demand a payment guarantee. If such a guarantee, in a form acceptable to the Seller, is not agreed to by the Buyer, then the Seller shall be entitled to either withhold delivery until the guarantee is provided or terminate the contract.

6.4 The goods shall remain the property of the Seller until full payment has been made. Acceptance or other promises are not considered as payment unless they have been fully honoured.

6.5 If payment is made after the due date the Seller is entitled to interest on the sum overdue calculated from the due date at an interest rate of 1.5% per month.

7. Quantity of Shipment

The Seller shall be deemed to have fulfilled its contractual obligations in respect of any goods delivered even though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.

8. Prices

8.1 The Seller shall have the right to revise the price before the delivery to take into account any material and unforeseen changes of exchange rates, taxes, duties and other governmental charges as well as costs for raw material and wages, which increase the Seller's costs in providing the goods.

8.2 Unless otherwise specified, all prices shall be exclusive V.A.T.

9. Insurance

If it is agreed that the Seller shall be responsible for the transport of the goods the Seller shall, on the Buyer's behalf, insure the goods against loss or damages during the transport. Otherwise, the Seller is not obliged to take such insurance.

10. Defects and shortages in the goods

10.1 Should the goods within six (6) months from the date of delivery be shown not to conform with any specifications agreed upon by the parties in writing and/or any relevant Swedish laws and governmental regulations or the delivery fails to meet agreed quantities, the Seller undertakes, at its own option and at its own cost, to either replace the goods or to repay such proportion of the purchase price as may be reasonable having regard to the defect or shortage in question.

10.2 Any claim for compensation due to defects or shortages in the goods shall be made in writing to the Seller within twenty (20) days from the discovery of the defect or shortage or from the date when it should reasonably have been discovered through careful inspection. Otherwise, the Buyer shall have no right to claim compensation from the Seller for such defects or shortages.

10.3 Claims for compensation from the Buyer shall be made in writing and specify the defect or shortage and the time of delivery of the goods. The Seller shall be entitled to inspect the goods claimed to be defective. If the Seller in case of a defect agrees to deliver replacement goods, the Buyer shall, at the Seller's request and cost, return the defective goods.

10.4 The Seller accepts liability according to compulsory product liability legislation.

10.5 Except as set out above, the Seller shall not be liable for any defect or shortage in goods delivered and does not under any circumstances accept to compensate for damages, costs, losses or consequential damages caused by a defect or shortage.

11. Disputes

Swedish law shall govern each contract between the Seller and the Buyer, except that the provisions contained in the Act (1987:822) on International Sales of Goods shall not apply.

11.1 Any dispute shall be settled by arbitrators in accordance with the Swedish Arbitration act. The arbitration proceedings shall be held in Gothenburg, Sweden.

11.2 Notwithstanding the foregoing provision the Seller shall be entitled to bring action against the Buyer before any competent court or other authority to collect payment of any invoice which is overdue.