ALASTIAN
CONDITIONS OF SALE

FRAME SALE C O N T R A C T № __
RELATED TO ALASTIAN PRODUCTS AND
ALASTIAN SERVICES

This frame sale contract, hereinafter referred to as the “Frame Contract”, is concluded between:

Basell Sales & Marketing Company B.V., a company incorporated under the laws of The Netherlands, having its registered office at Weena 737, 3013 AM Rotterdam, The Netherlands, registered at the trade registry of the Chamber of Commerce of Amsterdam (The Netherlands) with number 34245062, hereinafter referred to as “BSM”
and

____________________________________________, a company incorporated under the laws of _____________________, with a registered office at _____________________________________________ represented by its duly authorized representative __________________________________________ hereinafter referred to as the "Buyer"
 

I – GENERAL

1. This Frame Contract provides the basis on which BSM will sell Alastian Products and provide Alastian Services to the Buyer. This Frame Contract shall apply to any sale of Alastian Products and provision of Alastian Services by BSM to the Buyer as specified in a Contract Addendum (as defined herienbelow). This Frame Contract will take precedence over the Buyer's conditions of purchase. No qualification, variation of, addition to or deletion from this Frame Contract shall be effective unless expressly agreed in writing and signed by a duly authorised representative of BSM.
2. In this Frame Contract:
   - "Alastian Products" shall be all or any part of materials offered by BSM through the Alastian Website and supplied or to be supplied by BSM to the Buyer.
   - “Alastian Services” shall be all or any part of services related to Alastian Products and ordered by the Buyer through the Alastian Website, the Alastian telephone centre or the Alastian e-mail service as specified in Section II.
   - “Alastian Website” shall mean the website www.Alastian.com used for the sale of Alastian Products and Alastian Services.
   - "Addendum" shall mean any contract addendum to this Frame Contract, based on the format attached as Attachment 1, BSM and the Buyer agree the sale of certain Alastian Products and/or Alastian Services ordered by the Buyer as detailed in Section II. Any Addendum shall be subject to this Frame Contract and in case of any discrepancy, this Frame Contract shall prevail.
3. BSM shall have the right to assign, sell, or otherwise transfer at its sole discretion this Frame Contract and any Addendum and/or any and all receivables, claims, related rights and security under, or relating to, any Addendum to any third party. The Buyer shall not be entitled to assign this Frame Contract and any Addendum, or otherwise transfer any rights or obligations under any Addendum, to any third party.

1. Orders for the purchase of Alastian Products can only be placed on the Alastian Website by registered customers using a valid password and “username login”. Orders via e-mail, fax, or phone are not accepted.
2. Requests for Alastian Services can be placed contacting the telephone centre indicated on the Alastian Website or the following e-mail address: customerservice@alastian.com. BSM shall confirm to the Buyer the Alastian Services that BSM shall provide, specifying the relevant price and dates.
3. Each order for the purchase of Alastian Products can be entered not earlier than and not later than the dates indicated on a calendar shown on the Alastian Website in the page where the orders are entered (step 1 of the ordering process).
4. Orders can be entered by filling the form in the first step (1 of 3) of the ordering process. Orders are deemed finally placed when the Buyer clicks on the button marked "Confirm Order" on the second step (2 of 3) of the ordering process and summarising the content of the specific order (that is product, quantity, price, payment terms, etc.).
5. BSM will use its reasonable endeavours to process orders that are placed on the Alastian Website but BSM does not guarantee that each individual order will be accepted. Orders entered on the Alastian Website shall become binding only upon acceptance of the order by BSM. In the case BSM accepts an order entered through the Alastian Website, the third step (3 of 3) of the ordering process shall show a confirmation of the order. An order confirmation will also be sent to the Buyer by e-mail, to the e-mail address indicated during the registration.
6. After the order confirmation is sent to the Buyer, BSM shall prepare, sign and send to the Buyer an Addendum reflecting the terms and conditions contained in the relevant order confirmation. The Addendum shall be signed by the Buyer and sent to BSM by fax and then the original by mail. The Addendum shall be intended as concluded when BSM receives copy of such Addendum by fax or mail.
7. Information on the order will remain available on the Alastian Website in the Order Management section, together with the expected delivery date, final price and payment terms. An order can be cancelled by the Buyer not less than 5 working days prior to the expected delivery date indicated in the Addendum or, in case of deep-sea transports, not less than 5 working days prior to the planned dispatch date indicated in the order confirmation sent by BSM. In the last 5 working days before the expected delivery date (or, in case of deep-sea transports, in the last 5 working days before the planned dispatch date), no order can be cancelled by the Buyer. To change an order, the Buyer should first cancel the existing order via the Alastian Website and then place a new order. The new order is subject to acceptance by BSM as any new order. A cancellation penalty of EUR 1.000 is charged for each 25 Tons cancelled.
8. Any order by the Buyer is subject to general credit approval and specific credit limit set by BSM at its reasonable discretion. In the event that at any time the Buyer places orders to BSM for a value of Alastian Products which, as such or cumulated with the value of previous orders for which payment is not yet received in full by BSM, exceed the specific credit limit set by BSM for the Buyer, BSM can at its discretion at any time, for as long as such credit limit is exceeded, and without notice to the Buyer: (i) suspend or cancel above said order, including in the event the related order confirmation has already been sent by BSM to the Buyer; and/or (ii) request more secure payment options for above said order and/or future orders (see Section VI below for payment options). The Buyer acknowledges that such credit limits are fixed by BSM on its own discretion based on the financial situation of the Buyer, its credit history, the volumes purchased in previous orders and other elements related to the creditworthiness for the Buyer. BSM shall exert such discretion reasonably and in good-faith.
9. In the event and for as long as (i) the Buyer fails to make any payment of any invoices for Alastian Products in full as and when due, or (ii) BSM has not received a payment on the date indicated in the order confirmation in the case of an order with the “cash in advance” payment option, or (iii) BSM hasn’t received a letter of credit on the date indicated in the order confirmation, or (iv) for whatever reason BSM is unable to accept a letter of credit issued in favor of BSM for the sale of Alastian products to the Buyer or for whatever reason such letter of credit reveals invalid or; (v) a procedure for insolvency, bankruptcy, liquidation, winding up (or any similar procedure under any jurisdiction) is commenced by or against the Buyer, then BSM may, in addition to any other remedy available under applicable law, withhold any Alastian Products or parts thereof in transit, suspend or cancel the supply of Alastian Products under any order already confirmed, or decline any further orders of Alastian Products by the Buyer.
10. In the event that, as a result of any of the circumstances under Points II.7-8, BSM has suspended the supply of Alastian Products under an order by the Buyer or under a Addendum with the Buyer, and such circumstances cease later than 30 days from the date when the order was originally placed, BSM shall have the right to cancel the order in question at that time and to request the Buyer to enter a new order at the conditions prevailing at that time.
11. In each order, the minimum quantity of a grade of Alastian Product is one full truckload or one 40 foot container, as applicable. Such quantity is conventionally identified as 25 tonnes. Different grades cannot be combined in a single truck / container. Depending on the country and on whether the product is packed or in bulk, and on the countries that the truck will have to pass through for the transport, one truckload / one container may deviate from the conventional of 25 tonnes per load and vary from 20 to 30 tonnes. The Buyer accepts that the quantities indicated in an order are adjusted by BSM accordingly as necessary.

1. BSM reserves the right to set and vary at any time the prices at which it offers Alastian Products or the Alastian Services to the Buyer on the Alastian Website.
2. The prices of Alastian Products sold through the Alastian Website are net of any applicable VAT and consist of 4 components: (1) initial price ex works, (2) volume-based discount, (3) freight cost and (4) price adjustment for the extended payment term or for a “cash in advance” payment option. The initial price ex works is the price per grade per metric ton before any discount and without freight costs. It excludes technical service and any other charges. The volume-based discount is a discount granted on the basis of the volume purchased and paid for during the 12 months preceding the order through the Alastian Website. This volume-based discount is non-negotiable and there are no additional year-end discounts or rebates. Volumes purchased through the Alastian Website cannot be considered in the calculation of any other discount, premium or rebate provided in other written or oral agreements which may be in place between the Buyer or one of its affiliates and BSM or one of its affiliates. The freight cost is separately calculated and may differ from one Buyer to another. BSM manages the actual freight arrangements. If the Buyer chooses the extended payment term or the “cash in advance” payment option a price adjustment is applied (for more details, please see Section VI on Payment Options).
3. Other charges or penalties are applicable if: (a) the Buyer payment is not received by BSM by the agreed payment term due date, (b) the Buyer uses fee-based service support, or (c) the Buyer cancels a placed order. Such charges or penalties are invoiced separately.
4. Where applicable, VAT, excise duties and any other tax duties in the country of destination shall be paid by the Buyer in addition to the price.
5. The price for Alastian Services consists of daily fees and a reimbursement of the travel costs, accommodation costs and living expenses borne by the technical experts performing the services.

1. Delivery terms shall be: "CIF" at port of arrival in case of deep sea transport and "CIP" in case of transport over road. Delivery terms will be interpreted on the basis of INCOTERMS latest edition, except in case of conflict with this Frame Contract (in which case this Frame Contract shall prevail).
2. Any delivery date indicated by BSM in any order confirmation and in the Addendum shall be deemed as an approximate estimate. Furthermore, the parties acknowledge that there may be circumstances in which, after a confirmation or acceptance of an order indicating an expected delivery date, changes in the availability of Alastian Products may oblige BSM to delay the expected delivery date or to deliver a partial quantity or to delivery in separate lots of Alastian Products ordered. In case of substantial delay, or partial delivery BSM will inform the Buyer as soon as practical. Such delay or partial delivery shall not constitute a breach of the Addendum. Should the new expected delivery date or the partial delivery be unreasonable for the Buyer, as sole remedy the Buyer shall be entitled to cancel the Addendum. If it is so required by BSM or the Buyer, BSM and the Buyer will confirm the new delivery date and the new quantities in a new Addendum.
3. BSM may deliver a reasonable excess or deficiency of the weight or volume of Alastian Products ordered The Buyer shall pay for the amount actually delivered.
4. Within the bounds of reasonableness, BSM is allowed to make partial deliveries or to deliver in separate lots.
5. The Buyer undertakes to provide adequate and proper facilities for the reception and storage of Alastian Products at the expected delivery date. BSM reserves the right to charge storage and other additional costs incurred by BSM from the due delivery date if delivery is delayed by the Buyer for whatsoever reason. The Buyer warrants that its reception and storage facilities comply with all relevant statutes or regulations including health and safety regulations and that all necessary permits and licences have been obtained.
6. As soon as practical, after the delivery of Alastian Products the Buyer shall verify that all markings and descriptions on containers and packages are in accordance with the markings and descriptions specified by Buyer in its order and by BSM in the order confirmation and shall furthermore fully inspect Alastian Products.

1. BSM shall not be liable for any non-performance of any obligation of this Frame Contract resulting (directly or indirectly) from any of the following causes: wars, civil wars (present or future, declared or undeclared), acts of terrorism, riots and civil commotions, earthquakes, epidemics, port congestions, strikes, acts or omissions of any governmental authority (de jure or de facto), acts of God, and, to the extent BSM has complied with the reasonable care of a prudent operator, any inability to obtain raw materials supplies, accidents, fires, breakdown or equipment and machinery, and any other cause (whether similar or dissimilar to that aforementioned) beyond the Seller's reasonable control. The foregoing shall apply even if the cause exists at the time of the Buyer's order or occurs after BSM's performance has been delayed for other reasons.
2. BSM can make a declaration of Force Majeure known to the Buyer by giving notice on the Alastian Website and the Buyer agrees such notice to be an adequate declaration.
3. If BSM's supply of Alastian Products should be limited as a result of a Force Majeure, BSM shall have the right to satisfy its own needs and thereafter to distribute any available Alastian Products among its Buyers in such manner as BSM may determine.
4. If a delay in BSM's supply of Alastian Products resulting from a Force Majeure continues for more than 30 days, either party shall be entitled, on written notice to the other party, to terminate any Addendum with respect to Alastian Products undelivered at the time of termination.

1. Depending on the risk profile of the Buyer, its country, the country of delivery and the type of delivery (road or ship), different payment options are proposed to the Buyer when placing an order in the Alastian Website. Each payment option available to the Buyer in any given moment is clearly shown on the page of the Alastian Website where the order is placed (step 1 of the ordering process). The selected payment option shall be confirmed in the related Addendum. Payment options generally available are explained in points VI.2 and VI.3 below. The terms used therein shall have the meaning defined in the UCP 500 ("Uniform Customs and Practice for Documentary Credits") or the URC 522 (“Uniform Rules for Collections”) published by the International Chamber of Commerce), as applicable.
2. For Alastian Products delivered by truck and under open account terms, the standard payment term shall be 15 days from the end of the month in which the Alastian Products have been delivered to the Buyer. Two alternative payment terms are also available: (i) 30 days from the end of month in which Alastian Products have been delivered to the Buyer; and (ii) 60 days from the end of month in which Alastian Products have been delivered to the Buyer. Additionally, a “cash in advance” payment option is also available. In the event the “cash in advance” or any of the two extended payment terms are selected, a price adjustment will be applicable. The value of the price adjustment is shown in the second step (2 of 3) of the ordering process.
3. For Alastian Products delivered by deep-sea transport and depending on the risk profile of the Buyer as indicated in point VI.1, the payment options available can be “cash in advance”; “open account”, “documentary collection”, “letter of credit”. An extended payment term of 60 (sixty) days from the bill of lading date is also available, when applicable. The different options can be selected when an order is placed on the Alastian website (step 1 of the ordering process). In the event the “cash in advance” option or the extended payment term is selected, a price adjustment will be applicable. The value of the price adjustment is indicated in the second step (2 of 3) of the ordering process. In the event the “letter of credit” option is selected, the dispatch of any Alastian Product, even when already confirmed in an order confirmation, shall be subject to and dependent on a satisfactory letter of credit being agreed and issued. Basell’s acceptance of a letter of credit for supplies to the Buyer shall be dependent on the issuing bank, the required documents and any other terms and condition of the letter of credit.
4. For overdue accounts, BSM shall be entitled to charge an interest of 12% on the total amount due calculated from the due date for the payment until the date when the payment is actually received by BSM.
5. Payment can only be made via a form of automatic bank payment (Direct Debit or equivalent), provided this is available in the country from which the Buyer pays the BSM invoices, or otherwise by bank transfer. Automatic bank payment needs to be established before the first order is placed..
6. BSM reserves the right to set off any debt due from the Buyer to BSM or to any associated or subsidiary company of BSM against any amount due from BSM or any associated or subsidiary company of BSM to the Buyer.

1. NOTWITHSTANDING DELIVERY, THE PROPERTY IN THE ALASTIAN PRODUCTS SHALL REMAIN VESTED IN BSM UNTIL THE BUYER HAS PAID IN FULL THE PRICE FOR SUCH GOODS AND ALL OTHER GOODS SOLD AND DELIVERED BY BSM TO THE BUYER.
2. In the period in which the property of the Alastian Products remains vested in BSM, the Buyer holds Alastian Products as bailee for BSM. During such a period the Buyer shall keep the Alastian Products separate from any other goods in its possession and insured against all risks to their full replacement value. During such period the Buyer shall have the right to use the Alastian Product. Such right may be terminated on written notice by BSM in the event of non payment of any invoice becoming over-due. Such right shall automatically terminate without the need of any notice in the event a proceeding for suspension of payments, controlled administration, insolvency, bankruptcy, liquidation, winding-up, (or the equivalent under any jurisdiction) is initiated by or against the Buyer or the Buyer enters into an arrangement with its creditors for its debt. Upon termination of such rights (a) all sums owed to BSM shall become immediately due and payable; (b) BSM shall be entitled to retake possession of the Alastian Products and/or resell the Alastian Products (c) for any such purpose BSM may enter the Buyer's premises or seek an order by a competent authority to this effect.
3. In the event that Alastian Products are processed or otherwise mixed with or affixed to other goods to form a new product or other articles then the Buyer agrees with BSM that upon manufacture or production of such new product or article the property therein shall be pro rata vested in BSM and that in respect of each such new product or article the provisions of this clause shall apply mutatis mutandis.
4. The Buyer hereby assigns in advance to BSM as security for the payment of the Alastian Products the receivables resulting to the Buyer from the sale of the Alastian Products owned by the Seller or from the sale of new products or articles co-owned by the Seller according to this Clause VII. In the latter case, however, the assignment shall be limited to the percentage of the receivable corresponding to the percentage of BSM’s co-ownership. In case the total value of the security of BSM under this Clause VII. exceeds the claims of the Seller against the Buyer by more than 10 %, BSM shall, upon request of the Buyer, release the security on the amount exceeding the claims.
5. If the retention of title and the security stipulated in this Clause VII. is not valid or only valid to a limited extent according to the applicable law, the rights of BSM under this Clause VII. shall be valid and enforceable to the maximum extent possible under the applicable law.

1. BSM warrants that Alastian Products shall comply with BSM's product specifications for Alastian Products in question as applicable at the time of dispatch of the goods, unless otherwise agreed. The product specification of Alastian Products can be requested at any time to the Alastian customer service at customerservice@alastian.com. For avoidance of doubt, properties and any other information relating to Alastian Products that may be contained in Product Data Sheets or equivalent documents reported on the Alastian Website do not constitute product specifications and are not intended for purposes of description.
2. The warranty under Point VII.1 above is valid for a period of 12 month after the delivery of Alastian Products.
3. ALL OTHER WARRANTIES OR CONDITIONS AS TO QUALITY, DESCRIPTION OR PERFORMANCE OF THE GOODS, STATUTORY OR OTHERWISE, ARE EXCLUDED EXCEPT INSOFAR AS SUCH EXCLUSION IS NOT PERMITTED BY LAW. WARRANTIES ON MERCHANTABILITY AND FITNESS FOR PURPOSE ARE HEREBY EXPLICITLY EXCLUDED EVEN WHEN A PURPOSE IS KNOWN. NO SUCH WARRANTIES ARE TO BE IMPLIED FROM THE NAME OR DESCRIPTION UNDER WHICH THE GOODS ARE SOLD OR FROM ANY ADVICE OR RECOMMENDATIONS GIVEN BY BSM, ITS EMPLOYEES OR AGENTS, OR THOSE OF ITS AFFILIATES.
4. BSM warrants that the Alastian Services shall be provided through properly qualified personnel and in accordance with commonly acknowledged good industry practice. The Buyer acknowledges and agrees such personnel shall provide services in an advisory capacity in support of the Buyer’s own assessment and activities and that the sole responsibility for the use or implementation of the content of such services rests entirely in the Buyer and no liability shall rest in BSM or the personnel providing the services other than in the event of gross negligence or wilful misconduct.
5. Any complaints or claims of the Buyer including but not limited with respect to the quality of Alastian Products shall be reported to BSM in writing immediately and in any event within 30 days after their delivery.
6. SUBJECT TO THE OTHER TERMS OF THIS FRAME CONTRACT AND SAVE IN RESPECT OF LIABILITY WHICH MAY NOT BE LIMITED UNDER THE LAW, BSM’S TOTAL LIABILITY IN ADDENDUM, TORT OR OTHERWISE (1) FOR ANY BREACH OF THE WARRANTY IN CLAUSE VIII.1 SHALL BE LIMITED TO THE REIMBURSEMENT OF THE PURCHASE PRICE OF THE GOODS RELATED TO WHICH THE WARRANTY HAS BEEN BREACHED OR, IF SO AGREED BY BSM AND THE BUYER AT THAT TIME, THE REPLACEMENT OF THE SAME; (2) FOR ANY DAMAGE (INCLUDING ANY DAMAGE TO EQUIPMENT, LOSS OF PRODUCTION, LOSS OF PROFIT, COST OF SUBSTITUTE MATERIALS OR CLAIMS OF THE BUYER'S CUSTOMERS) CAUSED TO THE BUYER BY ANY BREACH OF WARRANTY OR ANY OTHER BREACH OF ADDENDUM BY BSM (INCLUDING IN THE CASE OF NEGLIGENCE) OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH A ADDENDUM, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE GOODS RELATED TO WHICH THE WARRANTY OR OTHERWISE THE ADDENDUM HAS BEEN BREACHED; (3) IN NO EVENT BSM SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL, DAMAGES.

1. This Frame Contract and any Addendum shall be governed in all respects by Dutch law, excluding the applicability of the United Nations Convention on Contracts for the International Sale of Goods (1980).
2. In the event that one or more provisions of these Frame Contract is or shall be invalid or non-enforceable, the remaining provisions of this Frame Contract shall continue to be effective.
3. This Frame Contract and any Addendum are redacted in English and in Russian. In case of any conflict or discrepancy, the English version shall prevail.
4. Any dispute arising in any manner in connection with this Frame Contract or with any Addendum shall be submitted to the jurisdiction of the courts in The Hague (The Netherlands) or in Moscow (Russian Federation).

1. This Frame Contract shall come into force when signed by both the Parties and shall remain in force for one year with an automatical extension of 1-year periods, unless one of the Parties notifies to the other the intention to terminate this Frame Contract
2. Signed facsimile copies of this Frame Contract and Addendums shall be considered valid and binding until the parties receive in fact an original ones.

 
Name: __________________________________

Title: __________________________________

Date: ____________________________

BUYER:

Name: __________________________________

Title: __________________________________

Date: ____________________________



ADDENDUM №

TO THE CONTRACT NO _____ DATED __________

BETWEEN
BASELL SALES & MARKETING COMPANY BV (“BSM”)
AND _______________
(THE “BUYER”)
RELATED TO ALASTIAN PRODUCTS


1. BSM is selling, and the Buyer is buying the following goods, in the following quantity, at the following price:
 

2. Terms of payment.

The Buyer shall pay 100% of the price in advance of delivery by [date]

or

The Buyer shall pay 100% of the price to BSM within [number of days] days from the receipt of the invoice of BSM.

3. Delivery terms:

BSM shall deliver the goods [delivery conditions] by truck/ship till [date]

4. Packaging

BSM shall delivered the goods with the following packaging: [packaging conditions]

5. Documents to be delivered to the Buyer:

[TO BE AGREED WITH BUYER DEPENDING ON LOCAL REQUIREMENTS FOR IMPORTS]

The present addendum is an integral part of the Frame Sale Contract No ____dated _______.

All terms and conditions of the Frame Sale Contract shall apply to this addendum.


BASELL SALES & MARKETING
COMPANY B.V.:

Name: __________________________________

Title: __________________________________

Date: ____________________________

BUYER:

Name: __________________________________

Title: __________________________________

Date: ____________________________