General Terms and Conditions

1. SCOPE OF APPLICATION
1.1 These General Terms and Conditions (“GTC”) shall always apply in all purchase and sale agreements, distribution agreements and other agreements to which Absorbest is a party and shall thus be deemed to be an integral part of any such agreement unless otherwise agreed in writing, irrelevant of whether an explicit reference is given to these GTC or not.

2. DEFINITIONS
2.1 In addition to any capitalised terms defined in subsection 2.2 – 2.14 herein below and unless otherwise defined in these GTC, capitalised terms shall have the meaning set forth to them, all of which terms shall be equally applicable to the singular and plural forms of such terms.
2.2 “Agreement” means the entire relationship of legal rights and obligations between Absorbest and Buyer with regard to each sale and purchase of Products and/or Services, consisting of one or several of (i) a contract in writing or (ii) Confirmed Order and (iii) these GTC and appendices to said documents, such as Product Specifications.
2.3 “Absorbest” means Absorbest AB, a Swedish private limited company with company registration number 556547-1413, acting as supplier hereunder.
2.4 “Buyer” means the purchaser of Products and/or Services from Absorbest according to an Agreement.
2.5 “Co-Developed Products” means such Products wholly or partly developed by Absorbest upon the specific request of Buyer within the scope of Services.
2.6 “Confirmed Order” means a purchase order from Buyer accompanied by an order confirmation from Absorbest. If the order confirmation from Absorbest deviates from Buyer’s purchase order, the terms set forth in the order confirmation shall apply as Confirmed Order, unless Buyer has specifically and without delay contested the order confirmation in writing.
2.7 “Defect” or “Defective” means, subject to Section 15 below, a defect or non-conformity of the Products compared to the Product Specification due to faulty ingredient(s), incorrect manufacturing process and/or workmanship.
2.8 “Excusable Delay” means a delay (i) caused by Buyer or any third party for whom Buyer is liable, (ii) caused by force majeure, (iii) caused by Buyer’s request for changes with regard to either the Product Specification or the scope of the order and/or other aspects of an Agreement, (iv) approved by the customer, or (v) other circumstances outside Absorbest’s control.
2.9 “Products” shall mean such goods ordered by Buyer from Absorbest and delivered or to be delivered by Absorbest to Buyer, as further specified in the Confirmed Order
2.10 “Product Specification” means a detailed specification of Products delivered or to be delivered to Buyer by Absorbest if attached to, included in or otherwise referred to in an Agreement
2.11 “GTC” means this document including any appendices hereto.
2.12 “IPR” means either Party’s trademarks, patents, designs, inventions (including applications pending for any of the foregoing), utility models, utility marks, domain names, trade and business names, copyrights, confidential information, trade secrets, and registered database rights.
2.13 “Parties” means Absorbest and Buyer collectively.
2.14 “Services” means research and development related to the type of products marketed and delivered by Absorbest in its ordinary course of business.

3. RANKING OF DOCUMENTS
3.1 In case of any discrepancy between these GTC and any other documents in an Agreement, the provision in the document(s) with the higher ranking according to the following list, shall prevail: (i) contract (ii); Confirmed Order; (iii) these GTC, (iv) appendix to these GTC. An attachment (such as an appendix or an exhibit) to any of these documents is ranked below the document to which it is attached but higher than a lower ranked document.

4. PRICE AND INVOICING
4.1 The price payable by Buyer to Absorbest for the Products or Services shall be specified in the Agreement. If no price has been specified, Absorbest’s price list as per Agreement date shall apply.
4.2 All amounts in an Agreement shall be deemed to be exclusive VAT and other governmental taxes and charges. Should any payment under an Agreement be subject to withholding tax or any similar reduction, all amounts shall be increased with an amount corresponding to such tax or reduction i.e. that Absorbest actually shall be receiving the amounts set forth in Absorbest’s invoice.

5. PAYMENT
5.1 Unless otherwise agreed upon in writing, payment of Absorbest’s invoice shall be effected by Buyer no later than thirty (30) days from the date of Absorbest’s invoice. In case of late payment, Absorbest shall be entitled to
5.1.1 a penal interest on overdue amounts calculated as the applicable Swedish Reference Rate, set by the Swedish Central Bank (Sw. Sveriges Riksbank) plus eight percentage units, calculated from the due date of the payment until full payment has been received by Absorbest;
5.1.2 immediately suspend and/or cancel, in whole or in part, any orders for Products not yet produced and/or delivered to Buyer until full payment has been received by Absorbest; and/or
5.1.3 immediately suspend performance of all Services regarding CoDeveloped Products until full payment has been received by
Absorbest.

6. DELIVERY OF PRODUCTS
6.1 Unless otherwise agreed in writing, delivery of Products are made Ex Works (INCOTERMS 2010) Absorbest’s site in Kisa, Sweden.
6.2 Subject to Sections 11 – 12 below, delivery shall be made on the delivery date as agreed between the Parties in an Agreement.

7. RETENTION OF TITLE
7.1 The Products shall, to the extent permitted under mandatory law, remain Absorbest’s property until the entire price for the Products has been paid for by Buyer.
7.2 Specific provisions concerning retention of title may apply according to a separate agreement or document.

8. SERVICES
8.1 Any Services to be provided by Absorbest to Buyer shall be specified in detail in a separate agreement in writing.

9. TRACEABILITY
Buyer shall in documents to their customers (on invoices), clearly include the relevant LOT-numbers concerning the delivered Absorbest products. Buyer shall without delay in written form notify Absorbest AB about adverse effects caused by the products or indications that such adverse effects or events may take place.
Buyer shall without delay inform Absorbest AB about the customers’ or the market’s opinions concerning the products; such as quality and function issues, construction, package, manuals, etc. If there are important changes in national regulations etc, this shall also be forwarded to Absorbest AB.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 Unless otherwise agreed in writing, neither Party is hereby granted any license or right to use the other Party’s IPR. All IPR and/or other proprietary rights to (i) the Products, (ii) Absorbest’s production process, and/or (iii) Absorbest’s other trade secrets shall remain with and vest with Absorbest.
10.2 When Buyer and Absorbest are performing Services jointly – or if Buyer performs Services independently – Buyer is liable to ensure that such Services do not infringe any third party’s intellectual property rights, and Buyer shall indemnify and hold Absorbest harmless from any such third party claim.

11. DELAYS
11.1 If Absorbest finds that it will not be able to deliver the Products on the agreed delivery date, or if delay on Absorbest’s part seems likely, Absorbest shall without undue delay notify Buyer thereof, stating the reason for the delay and if possible the time when delivery can be expected.
11.2 Subject to the limitations set forth in Sections 16 – 17 below, the Buyer is entitled to claim weekly liquated damages amounting to 0,5 % of the price for the delayed Products if the delay last for between 2 and 6 weeks and 2 % of the price of the delayed Products for any exceeding weeks. Such liquidated damages shall however not under any circumstances exceed 14 % of the order value of the delayed Products. For avoidance of doubt the Buyer is not entitled to claim any weekly damages if the delay does not
exceed 2 weeks.
11.3 Should the delay be manifested during a consecutive period of twelve (12) weeks following the agreed delivery date, at which point Buyer is entitled to maximum liquidated damages according to these GTC, and should the
Products still not have been delivered and this is not attributable to an Excusable Delay, then Buyer may, by notice in writing to Absorbest, without cost terminate Buyer’s order for the delayed Products.
11.4 The remedies provided in this Section 11, shall be Buyer’s sole and exclusive remedies in case of Absorbest’s delay.

12. CANCELLATION AND CHANGES OF ORDERS
12.1 Absorbest or Buyer may immediately cancel an Agreement, and Absorbest may suspend any producing of Products, and/or suspend performance of Services by giving notice in writing to the other Party if the other Party:
12.1.1 commits a material breach to the provisions of an Agreement and does not remedy the breach within thirty (30) days from
written notice thereof;
12.1.2 commits a material breach to the provisions of an Agreement which is non-curable; or
12.1.3 is declared bankrupt, is subject to company reorganization including liquidation, seeks a composition of creditors, suspends
payments or in any other way is deemed to be insolvent.
12.2 If an Agreement is terminated by Absorbest in accordance with subsection
12.1, any outstanding monies not yet paid to Absorbest shall immediately become automatically due and payable by Buyer.
12.3 Buyer may cancel an Agreement or order on delivery of Products prior to delivery, provided that Buyer notifies Absorbest of such cancellation in writing. Upon receipt of such cancellation, Absorbest is – unless otherwise agreed in an Agreement – entitled to
12.3.1 If and to the extent the cancelled Products has not yet been produced by Absorbest: (i) full compensation for Absorbest’s
direct costs and expenses, including without limitation compensation for purchase of raw materials and materials for the cancelled Products (also including compensation for non-usage of material in Absorbest’s stock), and (ii) loss of profit corresponding to twentyfive (25) percent of the total value of the cancelled order, or
12.3.2 If and to the extent the cancelled Products has been produced by Absorbest: full payment of the total value of the cancelled order.
12.4 Buyer may postpone the delivery date by a maximum period of thirty (30) days, provided that Buyer
12.4.1 obtains Absorbest’s written approval of such postponement in writing at least two (2) days before the delivery date previously
agreed in an Agreement, and
12.4.2 agrees to advance payment of an amount corresponding to forty (40) percent of the total order value for the postponed Products. Absorbest shall be entitled to invoice such advance payment immediately upon Absorbest’s receipt of Buyer’s request for
postponement according to this subsection 12.4.
12.5 Any delivery of Products prior to the agreed delivery date is subject to separate written agreement between the Parties.
12.6 Except as explicitly set forth in this Section 12, any other changes of the terms of an Agreement are subject to Absorbest’s written approval.

13. RETURNS POLICY
13.1 All Products are as a main rule ineligible for return, and any returns must therefore be approved by Absorbest. Returns of Products with shorter shelf life than twenty (20) months are never accepted.
13.2 Products eligible for return shall be returned in their unopened packaging accompanied by a copy of the invoice. The freight costs and the risks associated with the return shall be borne solely by the Buyer.
13.3 If a Product is returned and the return is accepted by Absorbest, an amount corresponding to eighty (80) per cent of the invoice value will be refunded.

14. LIMITED WARRANTY
14.1 Subject to the limitations set out in Section 16 – 17 herein below Absorbest warrants that the Products will correspond to the Product Specification.
14.2 THE LIMITED WARRANTY PROVIDED IN SUBSECTION 14.1 IS ABSORBEST’S SOLE AND EXCLUSIVE WARRANTY BOTH IN RELATION TO THE GOODS AND ANY SERVICES PROVIDED BY ABSORBEST AND ABSORBEST MAKES NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF (I) MERCHANTABILITY OR (II) FITNESS FOR A PARTICULAR PURPOSE OR USE, WHICH WARRANTIES ARE HEREBY EXPRESSLY AND SPECIFICALLY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ABSORBEST, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ABSORBEST’S WARRANTIES HEREUNDER.

15. INSPECTION AND DEFECTS
15.1 Upon arrival of the Products to Buyer’s premises, Buyer is obligated to diligently examine the Products to the extent reasonably possible. Any visible damages to the Products, and/or the packaging of the Products, shall be duly noted on the freight bill for the Products in order for Buyer to be entitled to any remedy for such visible damages. Buyer shall notify Absorbest in writing of any Defect within ten (10) business days from the day when Buyer discovered or should have discovered the Defect. Buyer
may not claim compensation or any other remedy due to Defects if such notice is not received by Absorbest within said period of time.
15.2 Products or Services produced and delivered in compliance with Buyers instructions and specifications shall in no case be deemed to be Defective.
15.3 In case of a breach of Absorbest’s warranty set out in subsection 14.1 due to a Defect, and subject to Buyer giving notice of the Defect as set forth in subsection 15.1, Absorbest shall at its sole discretion:
15.3.1 replace the Products, without any additional expense for Buyer;
or
15.3.2 (if possible) repair the Products, without any additional expense for Buyer; or
15.3.3 refund Buyer with the price paid by Buyer for the Products.
15.4 In addition to subsection 15.3, and subject to the limitations in Sections 16 and 17, Buyer is also (in case of Absorbest’s breach due to a Defect), entitled to liquidated damages as set forth in subsection 11.2, for each complete week of delay between the date of Buyer’s written notice of a Defect in the Products according to subsection 15.1 and Absorbest’s supply of replacement Products (subsection 15.3.1) or repair of Products (subsection 15.3.2).

16. PRODUCT LIABILITY
16.1 Absorbest and Buyer shall take out and maintain product liability insurance policies covering reasonable product liability risks related to Products in the relevant jurisdictions.
16.2 Absorbest shall not have any obligations to any party, including Buyer, for product liability in excess of Absorbest’s liability in the applicable mandatory legislation in the jurisdiction where liability occurs.
16.3 If one of the Parties is obligated to indemnify a third party for product liability damages and the other Party is liable for said damages due to its faulty instructions, faulty goods, a provision in an Agreement (e.g. subsection 10.2 in these GTC) or due to any other circumstance within its control the liable Party shall reimburse the indemnifying Party for such indemnification costs.
16.4 Products or Services produced and delivered to Buyer in compliance with Buyer’s instructions, or jointly with Buyer, shall be produced on Buyers full responsibility and any Absorbest’s product liability towards a third party based upon such Products or Services shall be reimbursed by Buyer.
16.5 Absorbest’s liability as to product liability risks shall, under all circumstances, be limited to SEK 150 000 000 per claim.

17. LIABILITY
17.1 Absorbest shall not be liable for Defects, delays and/or other faults related
to:
17.1.1 Defects arising as a consequence of defects in third party
products,
17.1.2 Defects caused by incorrect information provided by Buyer if the information received has been verified by Buyer to a reasonable extent and the incorrectness has nevertheless not been discovered,
17.1.3 Defects occurred after modifications or interventions of the Product Specification made by Buyer or any third party other
than Absorbest,
17.1.4 Defects caused by non-commercial/laboratory use of the Products,
17.1.5 Defects caused by Buyer’s manufacturing process, unsuitable storage or handling of the Products,
17.1.6 Defects caused by use of the Products in conflict with Absorbest’s reasonable instructions or recommendations with
regard to the use of the Products, and/or
17.1.7 Excusable Delays.
Absorbest SHALL HAVE NO LIABILITY TO BUYER OR IN RESPECT OF ANY DEFECTS, DELAYS OR DEFAULTS UNLESS BUYER HAVE SERVED WRITTEN NOTICE OF THE SAME UPON Absorbest WITHOUT UNDUE DELAY AFTER THE DATE IT BECAME AWARE OF THE CIRCUMSTANCES GIVING RISE TO THE DEFECT, DEFAULT OR THE DATE WHEN BUYER OUGHT REASONABLY TO HAVE BECOME SO AWARE.
17.2 THE REMEDIES PROVIDED IN THESE GTC ARE THE SOLE AND EXCLUSIVE REMEDIES OF EACH PARTY. EXCEPT FOR SUCH LIABILITY EXPLICITLY STATED HEREIN, NEITHER PARTY WILL BE LIABLE FOR ANY ADDITIONAL DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY; UNLESS SUCH LIABILITY ARISES AS A CONSEQUENCE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE FROM THE BREACHING PARTY.
17.3 REGARDLESS OF THE OTHER PROVISIONS OF THESE GTC, BUYER ACKNOWLEDGES THAT THE GOODS ARE SUBJECT TO NATURAL DETERIORATION UNLESS STORED IN A SUITABLE ENVIRONMENT.

18. FORCE MAJEURE
18.1 Neither Party hereto shall be responsible or liable in any way for failure, delay or omission carrying out the terms of an Agreement resulting from any cause or circumstance beyond its reasonable control, including, but not limited to, fire, flood, other natural disasters, war, labour strike, interruption of transit, terrorist acts, accident, general interruptions of data or telecommunication facilities, general and unforeseen computer virus attacks, explosions, civil commotion, and acts of any governmental authority, provided, that the Party so affected shall give prompt notice thereof to the other.
18.2 No such failure, delay or omission shall terminate an Agreement, and each Party shall complete its obligations hereunder as promptly as reasonably practicable following cessation of the cause or circumstance of such failure or delay, provided, however, that if any of the above conditions continues to exist for more than three (3) months after the date of any notice given
with regard thereto, either Party may terminate an Agreement forthwith upon written notice to the other Party. In such case no Party shall have any liability to the other Party.

19. MISCELLANEOUS
19.1 No alteration, amendment or modification of any provision of an Agreement shall be binding on the Parties unless made in writing and signed by duly authorized representatives of both Parties.
19.2 If for any reason a court of competent jurisdiction finds any provision of an Agreement, or any portion thereof, to be invalid, null or unenforceable, that provision or portion shall be enforced to the maximum extent permissible so as to affect the original intent of the Parties, and the remainder of the Agreement shall continue in full force and effect.
19.3 All notices and other communications required or permitted under an Agreement shall be in writing and in the English language (or in Swedish, if Buyer is based in a Scandinavian country) and shall be delivered by
(a) hand, (b) commercial express delivery courier with tracking capabilities, (c) certified or registered mail, return receipt requested, or (d) facsimile or electronic mail with confirmation sent by one of the methods set forth in (a), (b) or (c) within three (3) days of such transmission, all of the foregoing must be with costs and postage prepaid and addressed to the Party to be
notified at the address set forth in a Confirmed Order or addresses that the receiving Party provides for the purpose of notice in accordance with this subsection 19.3. Such notices or other communications shall be deemed to
have been given on the date of such delivery or, if delivery is not accomplished by reason of some fault of the addressee, when tendered.
19.4 The Parties shall at all times act as independent contractors and nothing contained in an Agreement shall, unless explicitly stated in a written contract, be construed or implied as creating a partnership, agency or similar relationship.

20. GOVERNING LAW AND DISPUTES
20.1 All Agreements and the documents included under the definition in subsection 2.2 herein above shall be construed in accordance with and be governed by Swedish law.
20.2 Any dispute, controversy or claim arising out of or in connection with an Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The language to be used in the arbitral proceedings shall be English and the
place for such proceedings shall be Stockholm.