Terms of Sale

For purchases from Element Six Technologies Limited the following terms apply:

1. Scope

In these conditions the “Seller” means Element Six Technologies Limited whose registered office is at Global Innovation Centre, Fermi Avenue, Harwell Campus, Didcot, Oxfordshire OX11 0QR. The Seller is a member of the Element Six group of companies (the “Group”) and the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of the Group. The “Buyer” means the person or entity whose order for goods is accepted by the Seller. The following terms apply to all, including future, sale of goods, as far as not modified or excluded by the Seller’s express written agreement. These terms are accepted by the Buyer when placing an order with the Seller. Any terms and conditions contained in the documentation of the Buyer, including but not limited to the Purchase Order, shall not be binding on the Seller. This applies despite knowledge by the Seller of existing contradictory terms and conditions

2. Basis of Sale

2.1 The Seller shall sell and the Buyer shall purchase the goods by written order of the Buyer which is accepted by the Seller, in the form of an Order Confirmation.

2.2 The Seller’s employees or agents are not authorised to make any representations concerning the goods, unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.

2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer including any advice as to the storage, application or use of the goods, which is not confirmed in writing by the Seller, is followed or acted upon entirely at the Buyer’s own risk, and accordingly, the Seller shall not be liable for any such advice or recommendation which is not so confirmeds.

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Order and Specifications

3.1. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order, including any applicable specification, submitted by the Buyer, and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.2 If the goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller. For the avoidance of doubt, in respect of any Order cancelled in accordance with this clause, Buyer shall be responsible and liable for, and Seller may invoice the Buyer for, all and any costs incurred by Seller in respect of that Order.

4. Price of the Goods

4.1 The price of the goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s standard price list (the “List Price”) current at the date of acceptance of the order. This price shall be quoted on the Order Confirmation accepting the Buyer’s order.

4.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis.

4.3 The price is exclusive of any applicable value added tax, which the Buyer may be additionally liable to pay to the Seller, as well as any freight or insurance costs incurred on delivery. Customs duties, clearance charges or equivalent duties shall be for the account of the Buyer.

4.4 While the Seller will try to ensure that the price stated in the Order Confirmation is accurate, errors may occur. If the Seller discovers an error in the price of the goods which the Buyer has ordered, the Seller will inform the Buyer as soon as possible. The Buyer may cancel its order within two working days of being informed of an increase in the price of the goods from the price that was indicated on the Order Confirmation. If the Buyer does not exercise this right of cancellation within two working days, the Buyer shall be bound by the new price.

5. Terms of Payment

5.1 The Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time after delivery of the goods, unless the Buyer wrongfully refuses to take delivery of the goods, in which event the Seller shall be entitled to invoice the Buyer at any time after the Seller has tendered delivery of the goods.

5.2 The Buyer shall pay the price of the goods purchased in full within an agreed number of days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.

5.3 Payment shall be made in United States dollars or such currency as may be agreed by the Parties.

5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.4.1 cancel the contract or suspend any further deliveries to the Buyer;

5.4.2 appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit; and

5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 2 percent per annum above LIBOR (London Inter-Bank Offer Rate) from time to time, until payment in full is made.

5.5 Notwithstanding any other term or condition herein and in particular notwithstanding any period of credit extended to the Buyer under any agreement made pursuant to clause 5.2 herein, where the balance on the Buyer’s account with the Seller (being the value of invoices charged to the Buyer for which the Seller has not received payment) equals or exceeds the Buyer’s agreed credit limit, the Seller may, in its sole discretion, refuse to accept further orders from the Buyer or refuse to make further shipments or sales to the Buyer. Further the Seller may, in its sole discretion, refuse to accept orders from the Buyer or make sales to the Buyer where the value of the Goods ordered by the Buyer, would, if invoiced to the Buyer’s account, cause the balance on the said account to equal or exceed the said credit limit. Any decision made by the Seller in the exercise of its sole discretion as provided for in this sub-clause shall not, and shall not be deemed to, prejudice, limit, hamper or affect any subsequent exercise by the Seller of its sole discretion.

6. Delivery

6.1 Any claim for shortage in delivery must be notified to the Seller in writing within 3 days of the date of receipt of the Goods by the Buyer.

6.2 Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.

6.3 Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated

6.4 In the case of Products to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1n the case of goods to be delivered to the Buyer at the Seller’s place of business or delivered to a carrier at the Seller’s place of business, at the time when the Seller notifies the Buyer that the Goods are available for collection or that the goods have been dispatched with a carrier; or

7.1.2in the case of goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the goods.

7.1.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 2 percent per annum above LIBOR (London Inter-Bank Offer Rate) from time to time, until payment in full is made.

7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as the property or the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate from the goods of the Buyer and third parties, and shall keep the Seller’s goods properly stored, protected and insured and identified on the Buyer’s property, but shall be entitled to use the goods in the ordinary course of business. The Buyer hereby irrevocably authorises the Seller or its representatives to enter upon the Buyer’s premises where the goods are stored, or are thought to be stored, for the purpose of repossessing them and, if the Seller so chooses, subsequently reselling them.

8. Warranties and Liabilities

8.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2 Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price of the goods as if the goods had been delivered in accordance with the contract.

8.3 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet Seller specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the goods (or the part in question) free of charge for the replacing items or, at the Seller’s sole discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.4 The Seller is liable only for defects which appear under the conditions of operation provided for in the contract and under the proper use of the goods.

8.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.6 Neither party shall be liable or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the obligations in relation to the goods, if the delay or failure was due to any cause beyond their reasonable control, including, but not limited to any Act of God, explosion, fire, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority, war, civil commotion, insurrection, international sanctions or boycotts, import or export regulations or embargoes, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery, labour disputes of whatever nature whether involving employees of the Seller or Buyer or of any third party

9.Cancellations

9.1 If the Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration, or goes into liquidation, or if an encumbrancer takes possession of assets or a receiver is appointed; or if the Buyer ceases to, or threatens to cease to, carry on business; or the Seller takes the reasonable view that any of the events mentioned above is likely to occur and notifies the Buyer accordingly, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract without any liability to the Buyer, and if goods have been delivered but not paid for, they shall become due and payable immediately.

9.2 If the Buyer and the Seller agree to the sale and purchase of a product, which is not supplied under the Seller’s existing product range but is outlined in the Buyer’s specifications, then the Seller shall be entitled to cancel the contract without any liability whatsoever to the Buyer if the Seller is unable to manufacture the requested product in accordance with the supplied specification.

10. General

10.1 The subject matter of the Contract between the Parties shall be treated as confidential by the Buyer and shall not be disclosed or used other than by the Buyer in performing under this Contract.

10.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.

10.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.6 Any dispute arising out of, under or in connection with these Conditions or the sale of the goods shall be referred to and settled exclusively by final and binding arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by a single arbitrator appointed by agreement or (in default) nominated, on the application of either party, by the President for the time being of the Law Society of England. The place of arbitration shall be London.

10.7 The Contract and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of England..

For purchases from Element Six Technologies US Corp the following terms apply:

1. INFORMATION ABOUT US

1.1 These Terms and Conditions of Sale ("Terms") shall govern the order, sale and delivery of all goods or products ("Products") sold by Element Six Group or its authorized affiliate ("Seller") to you ("Buyer"). Any purchase order(s) issued by Buyer shall be binding upon Buyer with respect to the Products specified therein and shall be in a form reasonably satisfactory to Seller. No purchase order shall be binding upon Seller until Seller’s issuance of an Order Confirmation pursuant to Section 2.1. In addition, no additional or contrary terms contained in Buyer’s documentation, including, but not limited to, Buyer’s form of purchase order, shall be binding on Seller, and all such additional and contrary terms are hereby expressly rejected. These Terms, together with each Order Confirmation issued by Seller (and any documents expressly incorporated therein), constitute the entire agreement and understanding between Seller and Buyer with respect to the Products specified in the applicable Order Confirmation.

2. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

2.1 Seller shall sell, and Buyer shall purchase, the Products specified in any purchase order submitted by Buyer and specifically accepted by Seller by the issuance of Seller’s form of order confirmation (an “Order Confirmation”) which shall establish a binding contract of sale between the Seller and Buyer (“Contract”). No order of Products shall be binding upon Seller unless expressly accepted by Seller by the issuance of an Order Confirmation which shall be governed by these Terms.

2.2 Seller’s employees and agents are not authorized to make any representation or warranty with respect to the Products, unless confirmed by Seller in writing which expressly acknowledges the applicable Order Confirmation. By entering into these Terms, Buyer acknowledges that it has not and does not rely upon, and hereby waives, any claim for breach of any such representation or warranty which is not so confirmed in writing by Seller.

2.3 If any advice or recommendation given by Seller or its employees or agents to Buyer, including, but not limited to, any advice as to the storage, application or use of the Products, which is not confirmed in writing by Seller which expressly acknowledges the applicable Order Confirmation, is followed or acted upon by Buyer, Buyer does so entirely at Buyer’s sole risk, and accordingly, Seller shall not be liable to Buyer or any other person for any such actions, or failure to act, by Buyer.

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Order Confirmation, invoice or other document issued by Seller shall be subject to correction without any liability on the part of Seller and does not form a part of, and shall not be included in, these Terms.

3. Orders and Specifications

3.1. Buyer shall promptly notify Seller of any inaccuracy or error in the terms of any Order Confirmation including, but not limited to, any applicable specifications within a sufficient time to enable Seller to perform its obligations under the applicable Order Confirmation and these Terms.

3.2 If the Products are to be manufactured or any process is to be applied to the Products by Seller in accordance with any specifications or instructions submitted by or on behalf of Buyer, Buyer shall indemnify Seller and hold Seller harmless against any and all claims, losses, damages, costs and expenses awarded against or incurred by Seller in connection with, or paid or agreed to be paid by Seller in settlement of, any claim relating to such specifications or instructions including, but not limited to, claims for infringement of any patent, copyright, design, trade mark or other industrial, property or intellectual property right of any third person.

3.3 No order which has been accepted by Seller by the delivery of an Order Confirmation may be cancelled, suspended or delayed by Buyer, except with Seller’s written agreement. For the avoidance of doubt, in respect of any Order cancelled in accordance with this clause, Buyer shall be responsible and liable for, and Seller may invoice the Buyer for, all and any costs incurred by Seller in respect of that Order.

4. Price of the Products

4.1 The price of the Products shall be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Seller’s standard price list current at the date of the issuance of the Order Confirmation. This price shall be quoted on Seller’s Order Confirmation accepting Buyer’s order. Except as otherwise expressly stated in the Order Confirmation, all prices are stated, and delivery shall occur, on an Ex Works (INCOTERMS 2010) basis.

4.2 The price is exclusive of any applicable value added or other taxes, as well as any freight or insurance costs incurred in connection with delivery, all of which shall be the responsibility of Buyer. In addition, customs duties, clearance charges and similar duties or charges shall be for the account of Buyer. If Seller is required to pay any such amounts, Buyer shall promptly reimburse Seller for such amounts and Buyer further agrees to indemnify and hold harmless Seller for any such amounts and any related costs, interest and penalties paid or payable by Seller with respect thereto.

4.3 While Seller will try to ensure that the price stated in the Order Confirmation is accurate, errors may occur. If Seller discovers an error in the price of the Products set forth in an Order Confirmation, Seller will inform Buyer as soon as practical. In such event, Buyer will have two (2) working days from the date Buyer is informed of the error in which Seller may cancel the applicable order set forth in the Order Confirmation. If Buyer does not exercise this right of cancellation within two (2) working days, Buyer shall be bound by the corrected price.

5. Terms of Payment

5.1 Seller may invoice Buyer for the price of the Products and any other amounts due Seller upon Delivery of the Products (as defined in Section 6.1), or as otherwise specified in the applicable Order Confirmation).

5.2 Buyer shall pay all such invoices in full within thirty (30) days after Seller’s invoice date (unless otherwise set forth in the Order Confirmation), regardless of whether title to the Products has passed to Buyer. The time of payment of such invoices shall be of the essence of these Terms.

5.3 Payment shall be made in United States Dollars or such currency as may be agreed by the parties and specified in the Order Confirmation.

5.4 If Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to (i) cancel the Contract or any order specified in an Order Confirmation and suspend any further deliveries to Buyer; (ii) change the credit terms applicable to Buyer; (iii) appropriate any payment made by Buyer to such of the Products as Seller sees fit in its discretion; and (iv) charge Buyer a late fee (both before and after any judgment) on the amount unpaid at the lesser of (a) the rate of 2 percent per annum above the US Prime Interest Rate as listed on the previous day in the Wall Street Journal; or (b) the maximum amount permitted under applicable law, until payment in full is made.

5.5 Notwithstanding any contrary term or condition of these Terms, and in particular notwithstanding any period of credit extended to the Buyer, if the balance on Buyer’s account with Seller (being the value of invoices charged to Buyer for which Seller has not received payment) equals or exceeds Buyer’s agreed credit limit, Seller may, in its sole discretion and without prejudice to any other right or remedy Seller may have, refuse to accept or suspend further orders from Buyer and refuse to make or suspend any shipments, deliveries or sales to Buyer. Further, Seller may, in its sole discretion, refuse to accept orders from Buyer or make sales or shipments to Buyer where the value of the Products ordered by Buyer, would, if invoiced to Buyer’s account, cause the balance on such account to equal or exceed Buyer’s credit limit. All rights and remedies specified in this sub-clause shall not, and shall not be deemed to, prejudice, limit, hamper or affect any other rights or remedies Seller may have at law or in equity, and all such rights and remedies shall be cumulative.

6. Delivery

6.1 The terms of delivery of the Products (“Delivery”) shall be specified in the applicable Order Confirmation, and if not so specified, Products shall be deemed delivered when Seller notifies Buyer that the Products are available for collection from Seller's designated facility (Ex Works, INCOTERMS 2010).

6.2 Any dates quoted for Delivery of the Products are estimates only and the Seller shall not be liable for any delay in delivery of the Products howsoever caused. The Products may be delivered by Seller in advance of the quoted Delivery date upon giving reasonable notice to Buyer. Time for Delivery shall not be of the essence of these Terms unless expressly stated in the Order Confirmation.

6.3 Unless otherwise expressly stated in the Order Confirmation, Seller may deliver orders of Products in installments. Where the Products are to be delivered in installments, each Delivery shall constitute a separate contract and Seller may invoice separately for each installment. Failure by Seller to deliver any one or more installments in accordance with these Terms or any claim by Buyer in respect of any one or more installments shall not entitle Buyer to reject or terminate any other installment

6.4 If shipment or Delivery of Products is delayed at Buyer’s request or due to Buyer’s fault beyond the Delivery date specified in the Order Confirmation, Seller shall be entitled to arrange for storage of the Products either at Seller’s or a third party’s premises on Buyer’s behalf and at Buyer’s risk and expense. Buyer shall reimburse Seller for any and all warehousing, handling and other costs incurred by Seller in connection with such storage. Notwithstanding the foregoing, Seller may invoice Buyer for all such stored Products upon Delivery or the date otherwise set forth in the Order Confirmation.

6.5 Any claim for shortages or other defects with respect to Products delivered must be notified to Seller in writing within the time frame set forth in Section 8.2, or shall be deemed waived..

7. Risk and Property

7.1 Risk of damage to or loss of the Products shall pass to Buyer upon Delivery, or if Buyer wrongfully fails to take Delivery of the Products, the time when Seller has tendered Delivery of the Products. Title to the Products shall pass to Buyer after payment in full of all sums due to Seller for such Products.

8. Warranties and Liability

8.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, ALL WARRANTIES, PROVISIONS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR NONINFRINGEMENT) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES FAIL THEIR ESSENTIAL PURPOSE.

8.2 Any claim by Buyer which is based on any defect in the quality or condition of the Products or their failure to correspond with applicable specifications agreed to by Seller and set forth in the applicable Order Confirmation shall (whether or not Delivery is refused by Buyer) be notified to Seller within seven (7) days from the date of Delivery, or (where the defect or failure was not apparent on reasonable inspection) within seven (7) days after discovery of the defect or failure. If Buyer fails to or does not provide notice to Seller as provided in this Section 8.2, (i) Buyer shall not be entitled to reject the Products or any portion thereof; (ii) Seller shall have no liability for any such defect or failure; and (iii) Buyer shall be bound to pay the price of the Products as if the Products had been delivered in accordance with these Terms and the applicable Order Confirmation. Seller is liable only for defects which appear within twelve (12) months from the date of Delivery and under the conditions of operation provided for in these Terms and under the propose use of the Products.

8.3 If Buyer makes any valid claim in writing to Seller about any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet agreed upon specifications specified in the applicable Order Confirmation, Seller shall be entitled to replace the Products (or the part in question) free of charge or, at Seller’s sole discretion, refund to Buyer the price actually paid for the defective Products (or portion thereof), and Seller shall have no further liability to the Buyer or any other person with respect thereto.

8.4 EXCEPT FOR CLAIMS FOR SELLER’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL SELLER OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY (i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL OR BUSINESS IN ANY WAY RELATING TO THESE TERMS OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF SELLER HEREUNDER, EVEN IF SELLER HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE; (ii) CLAIMS, DAMAGES, LOSSES OR EXPENSES IN EXCESS OF THE AMOUNT OF THE PRICES ACTUALLY PAID TO SELLER WITH RESPECT TO THE APPLICABLE ORDER CONFIRMATION GIVING RISE TO THE CLAIM.

8.5 THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 8.2 AND 8.4 ABOVE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.6 Seller shall not be liable or be deemed to be in breach of these Terms or any Order Confirmation by reason of any delay in performing, or any failure to perform, any obligation of Seller if the delay or failure was due to any cause beyond Seller’s reasonable control, including, but not limited to, any Act of God, explosion, fire, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, war, civil commotion, insurrection, international sanctions or boycotts, import or export regulations or embargoes, difficulties in obtaining raw materials, labor, fuel, parts or machinery, power failure or breakdown in machinery, labor disputes of whatever nature whether involving employees of Seller or Buyer or of any third party, or any failure of Buyer to perform its obligations.

9. Cancellation

9.1 If Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration, or goes into liquidation, or if an encumbrancer takes possession of assets or a receiver is appointed; or if Buyer ceases to, or threatens to cease to, carry on business; or Seller takes the reasonable view that any of the events mentioned above is likely to occur and notifies Buyer accordingly, then without prejudice to any other right or remedy available to it, Seller shall be entitled to cancel the Contract or any order specified in an Order Confirmation without any liability to Buyer, and if Products have been delivered but not paid for, they shall become due and payable immediately.

9.2 If Buyer and Seller agree to the sale and purchase of Products which are not supplied under Seller’s existing product range but are outlined in Buyer’s specifications or instructions, then Seller shall be entitled to cancel the Contract and/or any order specified in an Order Confirmation without any liability whatsoever to Buyer if the Seller is unable to manufacture the requested Products in accordance with the supplied specifications or instructions

9.3 In addition, Seller shall be entitled to immediately terminate the Contract and/or any order specified in an Order Confirmation in the event Buyer: (i) fails to make any payment due to Seller on a timely basis; or (ii) breaches these Terms.

10. General

10.1 These Terms and the subject matter of the Contract shall be treated as confidential by Buyer and shall not be disclosed or used by Buyer except solely as required to perform Buyer’s obligations under these Terms.

10.2 Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon.

10.3 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing and addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.4 No waiver by Seller of any breach of these Terms or any Order Confirmation shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.5 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.

10.6 Any dispute arising out of, under or in connection with these Terms or the sale of the goods shall be referred to and settled exclusively by final and binding arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by a single arbitrator appointed by agreement or (in default) nominated, on the application of either party, by the President for the time being of the Houston Bar Association. The place of arbitration shall be Houston and the parties consent to the exclusive personal jurisdiction of such venue and Rules if there is any dispute between them which cannot be amicably settled between them. The U.N. Convention on the International Sale of Goods shall not apply to these Terms or any Order Confirmation.

10.7 These Terms and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.