BYRON CHEMICAL COMPANY, INC. TERMS, CONDITIONS AND PROVISIONS OF SALE

1.    The delivery date specified on the Confirmation accompanying these Terms (the "Confirmation") is an approximate delivery date.  Seller shall use reasonable commercial efforts to make delivery on or about such date, subject to force majeure.

2.    Seller may deliver all of the goods at one time or in portions or lots, from time to time. 

3.    Receipt of the goods without objection at the time of delivery shall constitute acceptance of the terms of this Confirmation.

4.    Delivery shall be F.O.B. Seller's facility in New York,USA unless otherwise stated on the Confirmation.

5.    Identification of the goods to the contract shall occur upon delivery to a common carrier or Buyer's truck or trucker.  Risk of loss shall pass to Buyer upon delivery to the common carrier or to Buyer's truck or trucker at the FOB point.

6.    Seller does not open or test individual lots, drums, or packages of goods. Buyer agrees to look solely to the Manufacturer for any warranty claims or other claims relating to the quality, quantity in any shipment or fitness of goods for any purpose. Seller makes no express warranty and there are no implied warranties concerning the goods. Buyer will test or otherwise make its own determination concerning the quality, suitability and fitness of the products for Buyer's purposes. Seller hereby disclaims any and all express and implied warranties including without limitation warranties of merchantability and fitness for a particular purpose. Seller will not allow or be liable, under any circumstances, for any special, incidental, indirect or consequential damages of claims arising from the supplier use of any material furnished by it.

7.    Payment terms shall be as negotiated and accepted in the Confirmation.

8.    This Agreement is firm and irrevocable and may only be modified or rescinded in writing and accepted  by both of the parties or through their duly authorized agents.  Oral waivers and oral modifications are void.  Seller shall not be bound by any terms on Buyer's order form or other writings which attempt to impose any variance with Seller's terms and conditions as stated herein.  Seller's failure to object to provisions contained on any Buyer form or correspondence shall not be deemed a waiver of the provisions of Seller's terms and conditions which shall constitute the entire contract between the parties.

9.    This Agreement shall be governed and construed under the laws of the State of New York applicable to contracts executed and to be fully performed within such jurisdiction.  All disputes between the parties shall be determined solely in the courts of the State of New York in the County of Queens, or in the United States District Court for the Eastern District of New York.  The parties consent to the jurisdiction of such courts and agree not to seek to transfer or dismiss any case brought therein.

10.  Only an Officer and/or Director of the company has the authority to bind Seller to any representation or warranty concerning the goods.  This writing supersedes all prior writings and understanding of the parties and sets forth their entire understanding with respect to the subject matter hereof.

11.  Buyer shall inspect the goods within 30 days of receipt after which material shall be deemed accepted. Any damage or defect found that was not discernible using normal or standard industry sampling techniques shall be reported to Seller within 15 days of finding. If Manufacturer and Buyer disagree as to the quality an independent third-party laboratory shall be used for the final determination.

12.  Seller shall not be responsible for failure to perform under any order or Confirmation due to "force majeure". Force Majeure shall include, but shall not be limited to, war (declared or undeclared), terrorist acts, fires, floods, riots, strikes, labor disputes, freight embargoes or transportation delays, shortages of labor, inability to secure or allocations of available fuel, materials, supplies, components, equipment, or power on account of shortages thereof, or any other cause beyond the reasonable control of Seller or its manufacturer.

13.  The Convention for the International Sale of Goods shall not apply to this Agreement or to the sale of the goods identified on the face of this Confirmation.  ICC E-Terms 2004 and INCOTERMS 2000 shall apply.

Ver. 31 May 2011