General Trading Terms

GENERAL TRADING TERMS of New Era Materials sp. z o. o.

I. DEFINITIONS

1. GTT - means the General Trading Terms.

2. Contract - means a sales Contract concluded by the Supplier and a Buyer with attachments constituting its integral part, including the General Trading Terms.

3. Product - means a product sold under this Contract.

4. Supplier – means New Era Materials sp. z o.o. with its registered seat at 1/7 Komandosów street; 32-085 Modlniczka near Kraków.

5. Buyer - means any domestic or foreign entity or a person purchasing Products from the Supplier.

6. Party, Parties - means the Supplier, the Buyer or both.

7. Order - a written order or a First Order, placed by a Buyer, signed by the person / persons authorised to represent the Buyer, containing the elements specified in section IV.3 below.

8. First Order - the first order sent by the Buyer to the Supplier. This order should contain at least the following data: the address of the seat / the place of Buyer's business, Buyer's tax identification number, Buyer's REGON number (statistical number), an extract from the register of entrepreneurs, if applicable; documents confirming the authorisation of a person / persons signed under the order to represent the Buyer (e.g. power of attorney), if applicable, a document confirming a bank account number.

II. GENERAL PROVISIONS

1. These GTT define the rules for concluding the Contract and the rights, obligations and responsibilities of the Parties with regard to all Contracts for the sale and delivery of Supplier's Products and constitute an integral part of all Contracts.

2. If any of the provisions of GTT prove to be inconsistent with the provisions of the Contract, the provisions of the Contract shall apply.

3. In the event that any of the provisions of GTT prove to be inconsistent with documents other than the Contract (e.g. General Buyer's Terms), these GTT shall prevail.

III. PRODUCTS AND PRICES

1. The Supplier delivers the Products in accordance with the provisions of the Contract, but is not responsible for their further use.

2. All prices are net prices, excluding VAT. The supplier will charge applicable taxes as required by applicable law.

IV. CONCLUSION OF THE Contract

1. The parties may conclude the Contract by:

a. signing an Contract drawn up in writing by the Parties; or

b. The Order confirmed and accepted by the Supplier. Correspondence regarding the Order may be in writing via: e-mail or post.

2. The Order shall not be binding for the Supplier unless it has been accepted by the Supplier, and the Supplier's failure to respond shall in no way be understood as acceptance of the Order.

3. Each Order must contain the following data:

a. Buyer's data, in particular tax identification number, as well as the address and exact delivery address, if the delivery address is different from the address of the seat / place of business of the Buyer, in addition, legible name and telephone number of the person authorised to contact the Supplier regarding the performance of the Contract,

b. detailed information on an ordered Product (technical specification, quantity, etc.)

c. the signature of the Buyer or the signature of the person / persons authorised to place an Order, preferred date and terms of delivery.

4. The Contract is considered concluded at the time of confirmation by the Supplier of the Buyer's Order in accordance with the terms and conditions set out in the Order confirmation.

V. CONDITIONS OF DELIVERY

1. The products may be delivered only to the Buyer or his representative indicated by the person authorised to represent the Buyer.

2. If the Products are delivered in returnable containers, the Buyer is obliged to return them within the time specified in the invoice, order confirmation or in the Contract. If the containers are not returned within the specified time, the Parties shall then consider them sold to the Buyer, and the Supplier has the right to issue a VAT invoice for the market price of the containers. In such a case, the Buyer shall pay the Supplier the amount indicated in such VAT invoice, within the period specified in the VAT invoice.

3. Deliveries will take place according to INCOTERMS 2010 specified in the Contract, unless the Parties agree otherwise in writing, otherwise null and void. If the terms of delivery specified in the Contract are changed, the provisions contained in the Buyer's Order confirmation drawn up by the Supplier shall apply.

4. In the case of own transport, the Buyer guarantees the cleanliness and technical quality of the means of transport in accordance with the standards governing the transport of the Products being the subject of the Order, and the Supplier is released from liability for damages resulting from failure to meet the above-mentioned conditions, as well as the Buyer releases the Supplier from any obligation to check and notify that Buyer's means of transport are inappropriate.

5. The Supplier has the right to suspend the delivery in the event of delays in payment by the Buyer of the agreed a. fees; b. prices; or c. the amounts referred to in section VI.3 below.

6. The transfer of risk takes place on the terms specified in section V.3 above.

7. The supplier may change previously agreed delivery times for reasons other than force majeure, in particular in the event of logistical difficulties or reduction of the carriers' capacity. In such a case, the Supplier shall inform the Buyer immediately, no later than within 2 working days from the occurrence of such obstacles, specifying a new delivery date, which must occur no later than within 14 days from the initial delivery date.

VI. PAYMENT TERMS

1. The Buyer authorises the Supplier to issue a VAT invoice without Buyer's signature.

2. The parties declare that they are VAT payers.

3. If the delivery is an intra-community transaction, as defined in Article 138 of the Council Directive 2006/112 EC of 28th November 2006 on the common system of value added tax, the Buyer shall notify the Supplier thereof, in writing before the delivery, and inform Supplier on VAT numbers for each transaction. In case the Supplier does not provide transport, a product will be transported by the Buyer or on its behalf to another EU Member State.

In the above-described situation, the Supplier will issue an invoice to the Buyer charging 0% VAT, and the Buyer, as soon as possible, will provide the Supplier with documents confirming that the Product has been transported to another EU Member State. The Buyer is responsible for VAT and any penalties due/paid by the Supplier if the above-mentioned documents do not reach the Supplier on time or contain incorrect, inaccurate or misleading data. If the VAT number cannot be verified in time with the tax authorities or if the verification has not been confirmed, the delivery will be considered as a domestic delivery and the price will be increased by VAT due. If the Products are transported by or on behalf of the Supplier, and the tax authorities do not accept proof that the Product has been delivered to another EU Member State, the Buyer will do everything possible to provide the Supplier with additional information and help him obtain the approval of the proof.

4. The Buyer shall pay the amounts due/paid by the Supplier in accordance with section VI.3 above (including VAT) on the date specified in the invoice, corrected invoice or accounting note. In the event of the Buyer's delays in settling the payment, the Supplier shall deduct these amounts from the payments made by the Buyer.

5. Invoices will be sent to the Buyer after shipment of the Product, unless the Parties agree otherwise.

6. The total payment for the Product will be made entirely on the basis of the invoice within an agreed period from the date of its issue to the Supplier's bank account indicated on the invoice.

7. The payment will be deemed made on the day the payment has been credited to the Supplier's bank account. If the payment for the Product takes place before delivery, the payment will be treated as an advance payment, which will be credited towards the payment for the delivered Product upon delivery of the Product.

8. In the event of any late payment, the Buyer shall pay late interest in the amount of 0.1% of the total amount in arrears for each day of the delay. The interest, as well as other amounts, may be deducted from the Buyer's future payments.

VII. RESERVATION OF OWNERSHIP

1. The ownership of the Product shall not be transferred under any circumstances until full payment has been made, including, in particular, the payment of a. fees, b. prices and c. amounts referred to in section VI.3 above. In case of no payment by the Buyer within the specified time, the Supplier shall have the right to demand the return of the Product within 3 days from the issue the demand to the Buyer.

2. Accepting the return of the Product does not constitute the termination or cancellation of the Contract or any of its provisions, unless expressly stated in writing by the Supplier.

3. If the Product for which the Supplier reserves ownership has been transformed into other products, the Supplier's ownership automatically extends to the products which have been transformed.

VIII. COMPLAINTS

1. The Supplier guarantees the quality of the Products sold in accordance with the issued quality certificate. The Buyer is obliged to immediately check the quantity and, if possible, the quality of the received Products.

2. In the event of improper use of the Products, the Buyer loses all warranty rights of the Products.

3. The Buyer is obliged to report a complaint regarding the quantity of the Products to the Supplier in writing no later than within 3 working days from the date of receipt of the Products, confirming it with an appropriate document (e.g. a protocol drawn up with the participation of the carrier). The Supplier shall notify the Buyer of the way of settling a complaint at the latest within 21 working days from the date of its receipt.

4. The Buyer is obliged to report the complaint arising from the poor quality of the Products in writing immediately upon discovery, but not later than 30 days from the date of receipt of Products, confirming that with a relevant document.

5. A qualitative method of dealing with complaints shall be notified by the Supplier to the Buyer no later than 21 days from the date of its receipt. In the case of a quality complaint, the Buyer is obliged to secure the reclaimed Products available for the Supplier for at least 21 working days from the date of receipt of the complaint by the Supplier and to allow the representative of the Supplier to inspect and take samples.

6. The basis for the recognition of quality complaints are the applicable standards, approvals, terms specified in the Contract, or analysis made by an independent laboratory.

7. It is allowed to extend the deadline for examining quality complaints and informing about the method of settling the complaint in a situation where the examination of the complaint requires additional tests or the use of expert opinions of external specialised entities (e.g. laboratories).

8. The fact of filing a complaint does not give the Buyer the right to withhold payment for the delivered Products.

IX. TERMINATION OF THE Contract

1. Unless the Contract has been concluded for a definite period of time, either party may terminate the Contract with three-month (3) written notice. The notice period begins on the first day of the month following the month in which the notice has been delivered to the other Party.

2. The Supplier may also terminate the Contract concluded for a definite and indefinite period with immediate effect by giving written notice in the event that:

a. The Buyer is late with payment obligations and the delay exceeds 14 days, and the Buyer will not rectify the situation within 7 days of receiving a written request for payment from the Supplier,

b. according to the Supplier's knowledge based on reasonable grounds, the Buyer may not be able to meet its obligations referred to in these General Trading Terms.

3. Termination of the Contract by the Supplier shall in no way release the Buyer from the obligation to pay for the Product already delivered or ordered.

X. FORCE MAJEURE AND FAILURES

1. The parties are released from liability for partial or total failure to fulfil obligations under the Contract when it is caused by force majeure, in particular: fire, flood, earthquake or other natural disasters, as well as military operations, local conflicts, riots, strikes (except for strikes involving only the plant of a given Party), terrorist acts, nuclear reaction or radioactive contamination, disruptions in the supply of raw materials, breakdown of production or distribution, imposition of an embargo or other decision of state or local authorities restricting import or export, in the event that the above-mentioned circumstances directly or indirectly affect the performance of the Contract. In such a situation, the deadline for fulfilling the obligations under the Contract will be extended by the duration of force majeure.

2. The party that is unable to fulfil its contractual obligations due to force majeure shall immediately send the other party a written notification specifying the beginning and expected end of the force majeure event, no later than within 3 days from the occurrence of force majeure. In the event that force majeure lasts longer than 30 days, the Parties will meet to find a solution satisfactory for both Parties.

3. In the event of any failure at the Supplier's plant, the Supplier shall be free from any liability for non-performance or improper performance of the Contract to the extent resulting from the failure.

XI. FINAL PROVISIONS

1. The Buyer is not entitled to assign all or part of its rights or obligations under the Contract to a third party without the Supplier's prior consent expressed in writing under pain of nullity.

2. All attachments, changes and additions to the Contract are valid only if made in writing under pain of nullity.

3. If any of the provisions of GTT or the Contract becomes or turns out to be invalid, this does not affect the validity of the remaining provisions. In accordance with the content of this point, if any of the provisions of GTT or the Contract becomes or turns out to be invalid, the Parties commit themselves to undertake negotiations in good faith aimed at replacing the invalid provisions with new provisions that meet the most similar economic goal and original intentions of the Parties.

4. The Supplier's total liability arising out of or related to the Contract shall in no event exceed the purchase price of the Product covered by the complaint, unless the damage has been directly caused by gross negligence or wilful misconduct of the Supplier. The parties hereby expressly exclude the Buyer's right to seek additional compensation, including in particular consequential or indirect damages, lost profits, including loss of income or profits.

5. The Contract and GTT are subject to and will be interpreted in accordance with the law of the country of the Supplier's seat. In the event that several Suppliers are a Party to this Contract, Polish law shall apply.

6. Subject to point XI.7 below, any disputes arising from or in connection with the Contract or GTT will be settled by the court competent for the seat of the Supplier. In the event that several Suppliers are a Party to this Contract, the competent court will be in Krakow (Poland).

7. In addition, the Supplier has the right to submit a claim against the Buyer to the court competent for the seat of the Buyer.

8. The United Nations Convention on Contracts for the International Sale of Goods does not apply to GTT or the Contract.

9. The Supplier does not guarantee the quality or suitability of the Product for a specific purpose.

10. To the extent permitted by law, any warranties and declarations as to the quality of the Product are hereby excluded, unless they have been expressly agreed by the Parties in writing under pain of nullity.

11. The Supplier hereby expressly declares that it does not grant the Buyer any license or further license, nor does it transfer any intellectual property rights relating to the Product. If the Buyer uses the Supplier's Product for the production or processing of the Product into other products, the Buyer shall not be entitled, without the prior consent of the Supplier expressed in writing under pain of nullity, to use the Supplier's product markings, in particular the Supplier's trademarks on the final products or packaging or any other products or advertising materials.

12. These General Trading Terms may be revised and changed by the Supplier. The latest version of General Trading Terms is available on the Supplier's website: www.neweramaterials.com

XII. DATA PROTECTION AND NON-DISCLOSURE

1. The Parties undertake to keep secret all information, documents and data received from the other Party in connection with the negotiations, conclusion or performance of the Contract, regardless of the form of their transmission, medium and source.

2. In the event of a request for information to be made available by an authority or other entity authorised to do so under applicable law, the Party is obliged to immediately inform the other Party about it.

3. The notification referred to in paragraph 2 above, should be made, if possible, before providing the information to the authorised body or another entity and should indicate the scope of the requested information, unless disclosure of such information is prohibited on the basis of applicable law or the decision of the entity requesting the disclosure of information.

4. At the written request of the Party, as well as upon termination or expiry of the Contract, the other Party is obliged to return all materials, documents and information recording/containing the information referred to in paragraph 1 above or related thereto, existing in any form, together with all copies and compilations, whether authorised or not. The Party is also obliged, at the request of the other Party, to provide a written statement that all notes, memoranda, analyses, reports and all other documents containing the information referred to in paragraph 1 above, have been destroyed, under pain of recognition that the information has been disclosed to an unauthorised person (an unauthorised entity). The above does not affect the right of the Party to keep one copy of the information referred to in paragraph 1 above, in strict confidentiality, solely for the purpose of fulfilling its obligations under section XII.

5. The Parties agree that this confidentiality obligation shall remain in force for a period of three (3) years from the termination or performance of the Contract, unless the Parties agreed otherwise in writing under pain of nullity.

XIII. PERSONAL DATA

1. Each Party informs that it is a separate controller of personal data received in connection with the establishment of the cooperation.

2. Each Party shall ensure that it protects the Personal Data and applies Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter ‘Regulation’ or ‘RODO’).

3. The Buyer informs that it has received from the Supplier the Personal Data of the Supplier's representatives contained in the compilation of the Contract, the Personal Data of the Supplier's employees, the Personal Data of the Supplier's associates.

4. The Buyer has received the aforementioned Personal Data and will process it for the following purposes :

1) on the basis of Article 6(1)(b) of the RODO i.e. for the purpose of concluding and performing the Contract,
2) on the basis of Article 6(1)(f) RODO i.e. for the purpose of asserting claims based on the legitimate interest of the Administrator,
3) on the basis of Article 6(1)(c) of the RODO i.e. in order to fulfil obligations arising from universally applicable legislation

5. Recipients of personal data may be entities providing legal, administrative, IT, advisory services to the Administrator, state authorities.

6. Personal data shall be stored for the duration of the agreement or the period of performance of services under the agreement concluded, and thereafter for the period necessary to secure or assert potential claims vested in the Administrator or the period of fulfilment of the Administrator's legal obligation (e.g. resulting from tax or accounting regulations).

7. Rights of the person whose personal data are processed:

8. The person whose data the Administrator processes has:

a) the right of access to the content of his/her personal data, i.e. the right to obtain confirmation as to whether the Administrator is processing the data and information concerning such processing,

b) the right to rectification of the data if the data processed by the Administrator are incorrect or incomplete,

c) the right to request the Administrator to delete the data,

d) the right to request the Administrator to restrict the processing of the data,

e) the right to data portability, i.e. the right to receive the personal data provided to the Administrator and send them to another controller;

f) the right to object to the processing of data on the basis of the legitimate interest of the Administrator or to the processing for direct marketing purposes,

g) the right to lodge a complaint with the Polish supervisory authority or the supervisory authority of another Member State of the European Union having jurisdiction over the place of habitual residence or work of the data subject or over the place of the alleged breach of the RODO. As of 25 May 2018, the competent authority for personal data protection in Poland is the President of the Office for Personal Data Protection - website https://www.uodo.gov.pl/,

h) The right to withdraw consent at any time (without affecting the lawfulness of processing carried out on the basis of consent before its withdrawal),

i) the right to obtain intervention from the Controller (not by automated means), to express your own position and to challenge a decision based on automated data processing (profiling),

j) the right to lodge a complaint in relation to the processing of personal data by the Controller to the national supervisory authority, which is the President of the Office for Personal Data Protection.

9. A Party shall be obliged to provide the information referred to in paragraphs 1 to 8 above to the Party's representatives and employees and associates whose data have been provided to the other Party.

XIV ANTI-CORRUPTION AND SANCTIONS POLICY

1. The parties shall ensure that they and their affiliates, directors, employees, agents and representatives, in the performance of their duties in the course of their cooperation, comply with all applicable laws on the prevention of bribery and corruption, including (but not limited to) the prohibition of illegal payments or inducing public officials, contractors, their employees, family members or other persons in a close relationship to accept other undue benefits.

2. For the purposes of this policy, the following definitions shall be set out:

a) ‘Export Regulations’ means any law, rule or regulation of any relevant jurisdiction relating to the export, shipment
or transfer of goods, services, technology, technical data or software that are determined by destination or use, including:

aa) the International Traffic in Arms Regulations administered by the United States Department of State and the Export Administration Regulations administered by the United States Department of Commerce;

ab) the UK Export Control Act 2002 and the Export Control Order 2008;

ac) EU Council Common Position 2008/944/CFSP (relating to military technology and equipment) and any laws or regulations adopted by any EU Member State implementing the Common Position; (ii) Council Regulation (EC) No 428/2009 (relating to dual-use items); (iii) any EU Council regulation concerning exports to certain destinations, including Iran, Russia, Syria and Crimea or Sevastopol; and (iv) any laws or regulations adopted by EU Member States implementing such regulations.

b) ‘Person’ means any natural person, partnership, corporation, individual or collective legal entity, state or state agency and any unregistered association or organisation, in each case whether or not it has a separate legal personality.

c) ‘Sanctioned country’ means a territory or country which is itself or whose government is generally subject to sanctions which broadly prohibit contact with such government, country or territory.

d) ‘Sanctioned Person’ means, at any time, a person who is the subject or target of any sanction.

e) ‘Sanctions’ means any economic or trade sanctions or restrictive measures imposed, administered, imposed or enforced by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC), the United States Department of State, the United Nations Security Council, the European Union (or any Member State), Her Majesty's Treasury of the United Kingdom or any other relevant sanctioning body.

3. The Parties declare that: neither they nor any of their Affiliates, nor any of their directors, officers or employees (i) is a Sanctioned Person, is not owned or controlled by a Sanctioned Person, or (ii) is not located in or resident in a Sanctioned Country, and neither the Parties nor any Person who owns or controls or is owned or controlled by the Parties, is not ordinarily resident in, located in, or operating under the laws of any country or region subject to a comprehensive trade embargo imposed, administered or enforced by the United States, the United Kingdom or the European Union, (ii) is not an individual or entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons on the U.S. Department of Commerce's list of sanctioned individuals or entities; the United Kingdom's list of sanctioned individuals or entities; the European Union's consolidated list of sanctioned individuals, groups, and entities; or (iii) is not otherwise a target or subject of any economic sanctions and export control laws.

4. The Parties represent that each of their Affiliates has full knowledge of the applicable Sanctions and Export Regulations. The Parties, are also acting on behalf of their Affiliates whereby the Parties represent and warrant that they or any of their Affiliates will not, directly or indirectly, use Products supplied by the Supplier or sell or supply Products supplied by the Supplier in a manner that would cause any Party to violate any Export Sanctions or Regulations. The Parties further represent and warrant that the sale of Products supplied by the Supplier will not, directly or indirectly, result in the transfer or delivery of funds, goods or services to or for the benefit of any Sanctioned Person or entity.

5. The Parties undertake to support each other in the prevention of bribery and corruption and to cooperate in strengthening the Sanctions. If the Parties become aware of the existence - or suspect the existence - of corruption or a prohibited transaction in connection with the cooperation undertaken, they shall inform each other immediately.

6. The Parties may suspend or terminate any co-operation with immediate effect if they become aware of any violation by them of the Regulations on Prohibition of Corruption or Bribery or the Sanctions or the Export Regulations (including export controls).