STANDARD TERMS AND CONDITIONS APPLICABLE TO ALL ORDERS ISSUED BY BYRON CHEMICAL COMPANY, INC.

These terms and conditions apply to all orders placed by BYRON CHEMICAL COMPANY, INC. ("BYRON") and are incorporated into all purchase orders and revisions or amendments issued by BYRON.

1.    These Standard Terms and Conditions shall apply to all orders issued by BYRON unless superseded by specific terms on the face of the individual order.  The goods described in purchase orders issued by BYRON are ordered solely at the price and upon the conditions of sale on the applicable order and as provided in the specifications or model provided by Seller to BYRON or by BYRON to Seller.  Orders may be accepted by an electronic acknowledgement, written communication or by shipment of the ordered goods.  The English language text hereof and of each order is the only authentic text.

2.    BYRON may cancel any order without liability to Seller if the goods are not delivered on or before the requested delivery date on the purchase order or if the Seller is in default under any other order or agreement with BYRON.  Time of delivery is of the essence.

3.    Shipment of the goods shall be made in accordance with BYRON's instructions.  In the absence of such instructions, goods shall be shipped by Seller in a manner that shall be commercially reasonable having regard to the nature of the goods, specified delivery date and other related circumstances.  Late deliveries shall be made at the expense of the Seller by air or such other means as will assure BYRON of goods in a timely fashion.  Seller shall pay to BYRON any penalties assessed against BYRON by its customers as a result of late deliveries by Seller.  All goods must be shipped prepaid.   ANY GOODS ARRIVING AND NOT MEETING TERMS SHALL BE REFUSED OR REJECTED.  BYRON shall not be responsible for returning any shipment.

4.    Each delivery shall be accompanied by an accurate certificate of analysis.

5.    Each item of goods shall bear labels and markings required by BYRON, or by applicable law in the territory for which it is intended.  No rejected goods or other returned goods with BYRON's labels and/or marks  may be resold by Seller.

6.    Seller represents and warrants that (i) the goods are and each item thereof is merchantable, is as described on the face of each purchase order issued by BYRON, (ii) meets description, specifications and samples supplied by Seller to BYRON or to its customer, or by BYRON or BYRON's customer to Seller, (iii) is fit for the purposes for which BYRON or BYRON's customer intends , (iv) is not adulterated, (v) was manufactured in facilities referenced in any FDA submitted dossier or meet the appropriate regulatory requirements including but not limited to the US Food and Drug Administration and (vi) has been transported and stored in accordance to the registered files or as required to maintain stability for the term indicated in the Certificate of Analysis.

7.   Seller shall deliver with each shipment as required and/or requested, a certificate of origin, certificate of analysis showing actual results and confirming that the material meets compendial, customer and/or dossier specifications , insurance at 110% of shipment value and MSDS.

8.    BYRON's customers or the end users will make final inspection of the goods.  As BYRON does not open or sample any goods BYRON shall have the right to have their Customers conduct preliminary inspections within thirty (30) days after receipt at BYRON's customer's facilities.  Materials rejected upon first sample or for latent defects shall be returned at Seller's expense.  Disagreements in quality will be settled by the use of an independent testing laboratory registered and inspected by the US FDA and accepted by all Parties.  If payment is made prior to final inspection by the end user, such payment shall not constitute acceptance or impair BYRON's right to reject the goods or otherwise affect any of the remedies available to BRYON by law or otherwise.  Individual items of goods may be rejected or returned without rejecting or returning an entire lot or delivery.    Rejected goods shall be replaced by Seller only upon receipt of BYRON's prior written authorization and consent.

9.    Seller shall obtain and maintain product liability insurance with respect to products ordered (including personal injury) with a combined single limit of not less than US$ 2 million naming BYRON as additional insured.  Seller shall provide to BYRON evidence of such coverage and a certificate of insurance requiring the issuer to provide to BYRON not less than 30 days' prior written notice of cancellation or of a material change in such insurance coverage.  Such insurance shall be primary and not secondary and shall not provide for any retention or deductible.  Seller also agrees to indemnify, defend, protect and save harmless BYRON and its officers, directors, shareholders, successors, assigns, customers and the resellers and users of the goods from and against all claims for personal injury or property damage and all suits at law or in equity, and from all damages, claims and demands, for actual or alleged infringements of patents, trademarks, copyrights or other rights of third parties, or otherwise by reason of the sale, advertising or use of the Goods.  In connection with the foregoing, Seller shall pay all costs of litigation including reasonable attorneys' fees and shall not settle or compromise any such suit, action or proceeding without BYRON's prior consent. 

10.  No goods may be made, manufactured or assembled with products derived from or parts of any animal, fish or reptile which is listed as an endangered species on any list compiled by the United States, Canada, the United Nations or any other governmental or international organization.  No goods shall be manufactured, made or fabricated with or by child, convict labor or other impressed labor. 

11.  Seller represents and warrants that goods shall be made, manufactured, assembled and fabricated strictly in accordance with all applicable governmental laws, rules and regulations in the United States and other countries if required and requested affecting the manufacture, use, transportation and sale including, but not limited to US Food and Drug Administration, US Drug Enforcement Agency, US Department of Transportation, US Environmental Protection Agency and similar. Seller shall be responsible for and shall reimburse BYRON for all costs associated with any recall or investigation relating to a claim relating to a violation of any such law, rule, regulation, directive or standard or with respect to a claim that the goods may be defective, dangerous or harmful.

12.  Orders placed by BRYON may not be assigned by the Seller, nor may it subcontract manufacture of the products to third parties unless accepted by BYRON prior to such action.

13.  The terms and conditions on any purchase order issued by BRYON, and in this document and in or on any specification sheets, packaging guidelines and any sample represent the final and complete agreement between the parties and supersede any and all prior understandings and discussions.  Oral changes, waivers and supplements are void and of no effect.  Any terms and conditions or writing issued by Seller relating to an order which purport to add or change or that are otherwise inconsistent with the terms hereof or of the applicable BRYON purchase order shall not be binding upon BRYON and shall not apply to any such order unless specifically agreed to by BRYON in a signed writing or authenticated electronic communication from BRYON that makes reference to the applicable order by number and date.

14.  This document and each purchase order shall be interpreted under the laws of New York, USA, applicable to contracts executed and to be fully performed in such State.  The United Nations Convention on Contracts for the International Sale of Goods shall NOT apply to this contract.  INCOTERMS 2010 promulgated by the International Chamber of Commerce shall apply to all orders.

15.  Disputes involving or relating to this document, any BRYON order, the breach hereof or thereof, or involving or relating to the goods shall be settled by arbitration in New York City, NY, USA, in the English language before a panel of three neutral arbitrators applying New York law administered by the American Arbitration Association {"AAA") pursuant to the then commercial arbitration rules of the AAA or, if the order involves international trade, administered and conducted under the rules and procedures of The International Centre for Dispute Resolution ("ICDR").  Judgment upon any award may be entered in any court having jurisdiction.