DOW CHEMICAL INTERNATIONAL PVT. LTD.

TERMS AND CONDITIONS

1. Agent: -Dow Chemical International Pvt. Ltd., Mumbai are acting as agents of the seller.
2. Specifications:- Seller undertakes that the products furnished hereunder at the time of delivery will meet the specifications referred to on the reverse side hereof.
Any other conditions or warranty as to the quality of the products furnished here-under of fitness for any particular purpose is hereby excluded. Buyer shall inspect
the products furnished hereunder immediately after delivery.
3. Patent Infringement:- Seller warrants that all manufacture of the products delivered herein did not infringe any letters patent of the country of manufacture.
Seller does not warrant that importation of such products in any other country is free of infringement of any patents of such other country, nor that use of
such products in any country is free from infringement. Buyer assumes all responsibility for use of any design, trademark, tradename,or part thereof
, appearing on the products at buyer s request.
4. Limitation of Liability:- In the event of any liability by either party whether arising from breach of contract ar from statutes, it is agreed that the
maximum cumulative amount of damages recoverable shall be limited to the contract price for the products with respect to which damages are claimed.
Except as provided by the preceding sentences neither party shall be under any liability to the other party for any other damages, whether direct or consequential,
of whatever nature and however characterized.
5. Price and Terms: - (a) Seller reserves the right to increase the price, change the method of shipment, terms of payment or Minimum requirement per shipment
by giving buyer fifteen (15) days prior notice thereof. Buyer s failure to make written objection to the increase or change prior to the effective date shall be
considered acceptances thereof. If buyer objects in writing within ten (10) days of the date of receipt of seller s notice, seller, shall have the option
(a) to continue supply at the terms and condition in effect prior to the announced increase or change or (b) to cancel this indent immediatelyand shall have
advice buyer accordingly within fifteen (15) days from receipt of buyer s written objection.
(b) Seller reserves the right by written notice given at any time before shipment to increase the price hereunder if there is any increase in the price or cost
of the products furnished hereunder to seller by virtue of foreign exchange fluctuation, currency regulation, change in duties or taxes, increase in the cost
of raw materials, labour or transport or any other cause (Whether or not of the same nature as the foregoing) beyond the control of seller. If buyer is of
the opinion that any increase in price in unreasonable, it may object to such increase by written notice given within 10 days of the date of receipt
of seller s notice , whereupon seller shall have the option to continue to supply buyer at the price currently in effect or to cancel the Indent immediately
upon written notice.
6. Quantity: - (a) Quantities against this indent will be adjusted within the value of bill of lading and no shipment for part drums/Bags/ packings will be
entertained. (b) The buyer shall ensure that letter of credit is established for the value indicated in the indent and any subsequent request for increase/decrease of
quantity will not be entertained. Seller shall not be held responsible for shipping more / less quantity that the one specified in the indent, due to any fault
of buyer at the time of establishing the letter of credit.
7. Incoterms:- Trade terns used in this indent shall be interpreted in accordance with Incoterms ,2000 Edition ( International Rules for the interpretation of
trade terms of the International Chamber of Commerce), as amended.
8. Letter of Credit: - Unless otherwise specified payment against this indent should be by irrevocable and without recourse letter of credit negotiable at sight
draft established through a prime bank and in for and substance satisfactory to and acceptable by the seller. If buyer fails to provide such letter of credit,
seller shall have the option of reselling of the contracted goods for buyer account, Holding the goods for buyer s account and risk and/or cancelling the contract and
claiming for damages caused by buyer s fault . All letter of credit established under this indent shall be valid for a period of ninety days unless otherwise specified
on the face thereof.
9. Force Majeure: -In the event of accident, mechanical breakdown of facilities , fire, flood, strike, labour trouble, riot, revolt, war, acts of government authority,
acts of God, or similar of dissimilar contingencies beyond the reasonable control of the party affected interfering with the production, supply, transportation, or
consumption of the products covered by this indent or with the supply of any raw material used in connection therewith, the quantity of products provided for in this
indent shall be reduced by the amount so affected without liability but the contract shall remain unchanged. The decision of the party affected as to the quantities of
products affected shall be final and binding.
10. Transportation: -Where the price herein provides for the absorption by seller of any portion of the freight charges or where the seller provides the transportation,
equipment; seller shall have the right to select the means of transportation.
11. Non Performance:- If Buyer fails to perform any terms hereof , seller may at its option decline to make further deliveries except for cash or satisfactory security,
recall defer or cancel shipments until such default is made good, after payments terms or terminate this contract .Buyer shall pay all costs and expense incurred by
seller in the exercise of any remedy. By exercising its right under this clause, seller does not waive any rights to pursue any other remedy under this contract.
12. Indemnification :- Buyer shall indemnify seller against all claims, loss, liability and expense on account of injury of death Of persons (including buyer s
employees) or damage to property arising out of buyer s unloading storage, handling or use of the product, except, for the portion of damages attributable to:
seller s sole gross negligence. This Indemnity obligation of buyer shall survive termination of this indent contract.
13. Shipment:- Seller reserves the right of defer making shipment arrangements until after the letter of credit referred in section & has been established. The Buyer
shall not under any circumstances raise dispute as to the shipment or delivery if same be Only fifteen days after the specified time and they agree to abide by the
conditions of the bills of lading and to accept the Date of the bill of lading or the date of Received for Shipment, bill of lading or the date of steamer owner s or
agent s Or any other transport agency s carrier dock, canal, railways or wharfinger s shipment, without further proof being required. Shipment of the goods may be
effected in one or more lots unless anything to the contrary is stipulated on the face of this indent. Each Shipment and /or separate item under this indent shall
be deemed toconstitute a separate indent subject to the terms and conditions of this indent and shall be paid accordingly.
14. Deliveries: - At Seller s option, deliveries may be effected by an affiliated company. Any deliveries made under this condition may be invoiced by such subsidiary
and shall constitute part of this contract and be subject only to the provisions thereof.
15. Complaints And Disputes :- In case of any quality or quantity complaints , the buyer should notify the seller within fifteen days from the discharge of goods at
the port of destination in writing, with necessary documentary proof from inspection agencies. Failure to give written notice of any claim within said fifteen days
period or use of the products furnished hereunder, constitutes as unqualified acceptance of such products by buyer and a waiver by buyer of all claims in respect of
such products.
16. Non- Transferable: - This indent is neither transferable nor assignable by buyer.
17. Non Waiver :- Failure of seller to exercise any right under this contract upon any occasion shall not waive seller s right to exercise the same on another
occasion.
18. Severability of provision :- In case any provision hereof should be held invalid or unenforceable the validity and enforceability of the remaining provisions
shall be replaced with such new provision which will allow the parties hereto to achieve the intended economic result in a legally valid and effective manner.
19. Applicable law: - This Contract shall be governed by and construed in accordance with the Laws of India. The provisions of the United Nations Convention on
the International Sale of Goods are expressly excluded.
20. Entire Agreement :- By ordering for shipment any of the products herein , Buyer agrees to all the terms and conditions contained on both sides of this Document
which overrides any additional or different terms or conditions in buyer s purchase order or referred to by buyer.