General terms

General terms of sale and delivery
All orders are accepted and completed on the basis of the general terms and conditions below. By placing orders the Purchaser accepts these terms and conditions. Any additional spoken agreements must be confirmed in writing in order to be binding on Pinova AG.

Prices
Unless there has been an agreement in writing to the contrary, prices are net ex-works, plus the statutory taxes applicable on the day of delivery (VAT, VOC tax, etc.).

Payment
Unless there has been an agreement in writing to the contrary, the invoice total must be paid within 30 days of the invoice date. Payment has only been made on time if Pinova AG can access the money in the account it has stipulated and with the value date on the due date.

In the event of late payment the customer will first be notified of this fact and then interest will be charged on the arrears at a rate of at least 5 % with effect from the date payment was due.

Delivery
Unless there has been an agreement to the contrary in writing, goods are dispatched at the risk and expense of the Purchaser. Any bad delivery claims on the part of the Purchaser, in particular claims for compensation or for cancellation, are excluded. Serious, unforeseeable operational malfunctions that are not the fault of Pinova AG, as well failures by suppliers to meet deadlines or to make deliveries, and also business interruptions due to shortages of raw materials, power or staff, or to strikes, instructions of higher authorities and cases of force majeur at the premises of Pinova AG or its sub-contractors, will extend the delivery time by the duration of the impediment to performance if they are of significance for the supply availability of the goods.

Damage in transit
If, under the terms of a separate agreement in writing, goods are dispatched at the expense of Pinova AG, and therefore the risk during transit also passes to Pinova AG, then the Purchaser shall examine the goods immediately on arrival for any damage in transit. At the mere suspicion of any damage the Purchaser should only accept the delivery conditionally (e.g. on the freight document), giving details of the irregularity or the supposed damage, and must inform Pinova AG immediately in writing of the damage in transit.

Rejection of the goods
Goods are to be checked before use for suitability and correctness of colour shade in the appropriate medium (paints, tints, plasters, etc.). Goods can only be rejected before mixing and within 14 days after receipt. Pinova AG cannot accept any further liability as it cannot influence the way in which the coating is formulated, the manner in which it is worked in and processed, the general compatibility and the functional purpose. This applies in particular also to the information and recommendations in the product descriptions and sample sheets.

Guarantee
Pinova AG guarantees that the quality of its products will be consistent according to its inspection conditions. No further liability will be accepted, in particular for defects resulting from the application. All further guarantees are waived, in particular for the further processing of the product and the subsequent work result, for the continuance of a property of the product that exists in the experience of the processor but is not known to Pinova AG and is considered to be secondary and therefore not expressly guaranteed, when the product is used for a purpose of which Pinova AG is unaware or that Pinova AG could not have anticipated. The Purchaser shall inspect the product in each container for defects before processing.

All other compensation claims on the part of the Purchaser are excluded, and in particular any claim for compensation for damages not incurred on the goods supplied. All events and facts outside the influence and control of Pinova AG are deemed to be cases of force majeure and shall release the Company from all liability under guarantee and from delivery commitment.

Retention of title
It is agreed that the object of sale shall remain the property of Pinova AG until full payment has been received (including any interest on arrears and any charges). The Purchaser hereby expressly grants Pinova AG the right to enter the retention of title in the register of retention of title.

Offset waiver
Within the meaning of Art. 126 OR, the Purchaser waives the right to make any counterclaims by offsetting charges against the claims of Pinova AG (such as, for example, reduction of payment, costs of substitute performance, claims for compensation, etc.). Disputes and disagreements do not entitle the Customer to withhold payment or make deductions from invoices.

Place of performance and court of jurisdiction
The place of performance for both Parties is the registered office of Pinova AG. Court of jurisdiction is Lengnau BE. The legal relationship is subject to Swiss law.

CH 2543 Lengnau, December 1, 2007