TCI TERMS AND CONDITIONS

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TCI Europe NV (“Seller”) acknowledges receipt of Buyer’s order, and accepts Buyer’s order expressly conditional on Buyer’s assent to the terms and conditions herein contained, whether additional to or different from those contained in Buyer’s purchase order or any other form or document heretofore or hereafter supplied by Buyer or Seller. Buyer will be deemed to have assented to those terms and conditions unless Seller receives written notice of any objection within 15 days after Buyer’s receipt of this form. Seller’s failure to object to provisions contained in any purchase order or any other form or document from Buyer shall not be construed as a waiver of these terms and conditions, or as an acceptance of any such provision. Orders will be accepted from bona fide business customers only. Orders from private individuals are not accepted.

This contract and terms and conditions are governed by and construed in accordance with the laws of Belgium.

No change by Buyer of any term or condition of this contract or any of Buyer’s rights to remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be cancelled or changed by Buyer, unless expressly consented hereto in writing by Seller’s authorized officer. There are no representations, agreements, promises or understandings between Buyer and Seller not expressed herein.

All prices are shown in this catalogue are in Euro excluding any local tax and are subject to change. Buyer should check pricing at the time of placing the order. Buyer may request special quantity discounts and pricing for bulk quantities. Special prices must be confirmed in writing by Seller and unless otherwise agreed are valid for 14 calendar days.

There is no minimum order value. All prices are on an ex works basis and do not include, in particular, the transport and insurance costs for Products that are delivered. TCI reserves the right to charge for delivery and handling. Special delivery requests will be accepted by the Seller subject to their suitability for the Product and charged accordingly.

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

Terms of payment are net 30 days from date of invoice, unless otherwise stated. Materials will be billed at the price in effect at the time shipment is made. Payment will only be accepted by bank transfer. Seller reserves the right to ask for prior partial or full payment in any case. If Buyer defaults in any payment when due, under this or any other order, Seller at its option and without prejudice to its other lawful remedies, may refuse further orders and reserves the right to charge interest on outstanding balances at a rate 1% per month above the EURIBOR at one month, as well as a penalty to cover administrative costs equal to 10% of the outstanding balance with a minimum of 40 Euro / 30 GBP. The Seller may also declare that all outstanding invoices between the parties become due.

Seller reserves the right to make delivery in installments unless otherwise requested, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Seller will endeavor to ship by the means requested by the buyer but reserves the right to over-ride this in the interests of legal requirements or safety. Additional charges for hazardous packaging and transportation may be added to the invoice.

Immediately upon Buyer’s receipt of any Products shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the Products for Seller’s written disposition. If Buyer fails to notify Seller within 7 calendar days after Buyer has received the Products, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Buyer.

Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control, including without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power. Such circumstances beyond the reasonable control of the Seller will not be deemed to allow the Buyer to terminate the contract. In case the circumstances evolve into a permanent obstacle, the Seller shall promptly inform the Buyer and will be freed from any obligation under the contract.Seller rigorously tests its Products in its Quality Control Laboratory to determine purity and consistency. The purity and physical constants stated within this catalogue are typical values, and may vary from lot to lot. If additional information is needed, Buyer should contact Seller in advance.

Products may not be returned for credit except with Seller’s written permission, and then only in strict compliance with Seller’s return of shipment instructions. Return shipments must be carried out within 10 working days upon receipt of Seller’s return permission. Returned Products must be shipped by a carrier certified to ship chemicals. The packaging of returned Products must be in accordance with the applicable IATA regulations. Unidentified or unauthorized return shipments will be discarded without credit. For items ordered in error and returned Buyer will pay any return freight and handling charges and Seller reserves the right to impose a restocking charge.

Items which are proven defective or non-conforming to Seller’s Specifications will be replaced at no charge or, at Seller’s discretion, credit issued upon receipt of returned Products. All claims for replacement or credit must be made within 30 calendar days of receipt of Products.

Unless specified differently in writing, Seller warrants that its Products shall conform to the description of such Products as provided in Seller’s catalog, offers or other literature (the “Specifications”).

This warranty is exclusive, and Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose.

Seller’s warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer or its customers have misused the Products in any manner or has failed to use the Products in accordance with instructions, if any, furnished by the Seller.

Seller’s sole and exclusive liability and Buyer’s exclusive remedy with respect to Products proved to Seller’s satisfaction to be defective or non-conforming shall be, in Seller’s sole discretion, (1) the replacement of such Products without charge or (2) the refund of the purchase price upon the disposition of such Products in accordance with Seller’s instructions. Buyer shall, in demanding such remedy, submit to Seller adequate proof as required by Seller and Seller shall, only when such demand is considered appropriate, take remedial steps. Seller shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence or strict liability) or any other theory of law with respect to Products sold or technical services rendered by Seller, or with respect to any undertakings, acts or omissions relating thereto.

Seller’s liability for any and all claims, losses or damages arising for any cause, except for gross negligence or willful misconduct, shall in no event exceed the purchase price of the Products with respect to which the cause arose. In no event shall Seller be liable for incidental or consequential damages such as losses of profit, revenues, opportunity and losses resulting from business interruption.

Seller’s Products are intended primarily for laboratory use and, unless otherwise indicated on Seller’s invoice, other writings, or on Product labels, are not to be used for other purposes, including, but not limited to as, or a component in, a food, drug, or medical device (including in vitro diagnostic reagents), cosmetics or pesticide as defined in European Law. Buyer acknowledges that Seller has not tested the Products purchased hereunder for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by Seller in writing furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use and market any Products purchased from Seller and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.

Buyer acknowledges that Seller’s Products may not be on the inventory of Existing Chemical Substances as defined by EINECS and ELINCS. Products may also not be on the TSCA inventory. Seller assumes no responsibility to assure that Products purchased hereunder may be used in a commercial application as defined under the applicable legislation.

The hazards, physiological and toxicological properties of many of Seller’s chemical Products have not yet been fully investigated and/or determined and should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. Seller makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of its Products and is not responsible for conditions and actions which are beyond its control.

Seller will provide Buyer with material safety data sheets (MSDS) as required by European law. Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. Seller makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in its MSDS'.

Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Seller. Buyer also has the duty to warn Buyer’s customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.

Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller’s assay of the Products.

When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. Buyer must follow all European, national, and local laws and regulations governing chemical disposal. Only individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures should handle the waste disposals of chemicals.

Buyer agrees to indemnify and hold Seller harmless from and against any and all losses, damages and expenses (including attorney’s fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller’s Products, or by reason of Buyer’s failure to perform the obligations herein contained. Buyer shall notify Seller within 15 days of Buyer’s receipt of knowledge of any accident involving Seller’s Products resulting in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.

Seller does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any European or other patent covering the Product itself or the use thereof in combination with other Products or in the operation of any process.

At Buyer’s request, Seller may furnish technical assistance and information with respect to Seller’s Products. Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the Product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.

Seller shall retain ownership of the Products until Seller has received payment in full for the Products, including any costs, interest and taxes relating to the sale of the Products. The Buyer shall keep the Products in which the Seller has retained title at the Buyer’s premises in the state they were in at delivery, without any alteration, or incorporation into or mixing with other Products, whether moveable or immovable, and in such a manner that such Products may be easily identified. The Buyer shall not sell, pledge or grant any rights relating to the Products to any third party as long as they are owned by the Seller. The Buyer must immediately inform the Seller of any seizure, confiscation or any other conservatory measure taken on the Products by any third party. The Buyer shall maintain adequate insurance coverage for the Products for which the Seller has retained title.

A. Severability. All provisions of this agreement shall be considered as separate items and conditions, and in the event that any one shall be held illegal, invalid or unenforceable, all other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, provided however, that whenever possible, the illegal, invalid, or unenforceable provisions shall be deemed modified and effective to the extent it may thereby be made legal, valid and enforceable.

B. Binding Effect. All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the parties.

C. Assignability. Neither this agreement nor any right or interest hereby granted to the Buyer whether under the contract between Buyer and Seller or otherwise shall be assigned by the Buyer or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.

D. Buyer, having carefully read all provisions of this agreement, acknowledges receipt of a copy of this agreement and agrees that the terms contained herein shall supercede those terms in the purchase order which are conflicting, inconsistent or contradictory therewith, and that it has not relied upon those representations or warranties with respect to the Products except those expressly set forth in this agreement.

Seller and Buyer will endeavor to settle disputes amicably between themselves, but in the event of no solution the courts of Antwerp will have exclusive jurisdiction.