General Terms & Conditions of

BASF Saudi Arabia Co. Ltd

for the Sale of Products

1. Scope, Use of Application acceptance constitutes a new non-binding offer of the

a) These General Terms & Conditions shall apply Seller.
exclusively to any current or future sale of any products d) Any request of the Customer for changes to a
and the services associated with the products purchase order already accepted by the Seller shall be
(“Products”) by BASF Saudi Arabia Co. Ltd. (“Seller”) to considered as a new, additional purchase order.
customers in their capacity as entrepreneurs, i.e. a natural e) It shall be the Customer’s responsibility to specify
or legal entity or a partnership with legal capacity acting in the technical data, quantity requirements and other
exercise of their commercial or independent professional specifications exactly and in a detailed manner so that the
activities in the conclusion of a legal transaction. Seller can offer and deliver the correct Products and
Enterprises in this sense are equivalent to legal entities prices to the Customer.
under public law and public law special assets
(“Customer”). 3. Prices & Payment
b) Differing or contradicting terms of the Customer a) In the absence of any written agreement to the
shall not apply unless expressly agreed to in writing by the contrary, the Seller’s valid prices at the time of conclusion
Seller. Failure of the Seller to object to any provision of the contract of sale shall apply.
contradictory to these General Terms & Conditions b) If the Seller's prices or the Seller's terms of
contained in any order or other writing of the Customer payment are generally altered between the date of
shall not be construed as a waiver of the terms and contract and delivery, the Seller may apply the price or the
conditions under these General Terms & Conditions or terms of payment in effect on the date of delivery. In the
part of them nor shall it be construed as an acceptance of event of a price increase, the Customer is entitled to
any terms and conditions proposed by the Customer withdraw from the contract by giving notice to the Seller
insofar as these differ from these General Terms & within 14 days after notification of the price increase.
Conditions and the Seller remains at all times free to c) For delivery and performance within the EU,
demand their strict application. before the VAT is implemented, the Customer must inform
c) Any typographical, clerical or other error or the Seller of his respective VAT identification number
omission in any sales literature, quotation, price list, and under which he pays taxes on his earnings within the EU.
acceptance of offer, invoice or other document of For delivery and performance from the Federal Republic
information issued by the Seller shall be subject to of Germany to countries outside the EU, which are not
correction without any liability on the Seller’s part. carried out or commissioned by the Seller, the Customer
has to provide the Seller with the proof of exportation
2. Offer & Order Confirmation necessary for taxation purposes. If this proof is not
a) Any offer and quotation issued by the Seller to the provided, then he must additionally pay for the VAT to be
Customer shall be non-binding and subject to change levied on performance within Germany on the amount
unless clearly stated otherwise in writing in the offer or invoiced.
quotation. d) All prices stated in any document issued by the
b) The Customer shall place purchase orders with Seller are exclusive of VAT. Any VAT chargeable is to be
the Seller in written form either via facsimile, post, courier paid by the Customer in addition to the purchase price.
or email or as otherwise agreed in writing between the e) Payments shall be due as of the date specified in
Seller and the Customer. the individual contract and shall be made to the Sellers’s
c) No purchase order of the Customer whether bank account in Saudi Riyals without any deduction and
based on a quotation or offer by the Seller shall be free and clear of any fees or charges. Cheques (including
deemed to be accepted by the Seller unless and until post-dated cheques) as well as any other non-cash
expressly confirmed in writing by the Seller by facsimile, payments are made merely on account of performance
post, courier or email or as otherwise agreed. Any and will not be deemed to constitute payment until cashed
acceptance of a purchase order shall be at the sole and irrevocably credited to the bank account of the Seller.
discretion of the Seller. Upon acceptance of the purchase f) Failure to pay the purchase price by the due date
order by the Seller a binding purchase contract for the constitutes a fundamental breach of contractual
ordered Products shall be concluded between the Parties. obligations.
In case the acceptance differs from the offer, such

1
General Terms & Conditions of BASF Saudi Arabia Co. Ltd
g) In the event of default of payment by the of the Products (without prejudice to any other remedies
Customer on the due date, the Seller shall be entitled to available to the Seller as permitted by local laws and
charge on the outstanding amount any reasonable regulations), provided the Seller gives adequate notice in
attorneys’, paralegals’ and recovery agencies’ fees. writing of such intentions to the Customer and the
h) If there are reasonable doubts as to the Customer fails to accept Products within one week of
Customer's ability to pay, especially if payments are in serving the notice. In this case the Seller shall be entitled
arrears, Seller may, subject to further claims, revoke credit to receive liquidated damages from the Customer
periods and make further deliveries contingent upon amounting to 15% of the purchase price for the Products
advance payments or other security being provided by the which had been agreed between the parties. Such
Customer. damages must be set higher or lower if the Seller is able
i) Regardless of the place of delivery of goods or to prove a higher or the Customer lower actual damages.
documents, the place of payment shall be the Seller's This shall also apply to an order of Products if the parties
place of business. have agreed on several partial deliveries and if the
j) The Customer shall only be entitled to claim any Customer does not observe an agreed date of delivery for
rights of set-off or retention if his counterclaim is based on one partial delivery. In this case, the Seller shall, after
the same contractual relationship, is undisputed or has expiration of a one week notice to the Customer, be
been granted in an enforceable judgement or has allowed to withdraw from the entire order, dispose of all
otherwise been recognized and accepted in writing by the the ordered Products and receive damages in accordance
Seller. The Customer shall not be entitled to assign any with the aforementioned regulation.
claims of any kind arising from his business relationship
with the Seller to third parties. 5. Passing of Risk
a) Save as otherwise individually and expressly
4. Delivery agreed in writing, the transfer of risk of loss and damage
a) Delivery shall be effected in accordance with the to Products sold by the Seller to the Customer shall take
terms set out in the individual contract for which the place upon delivery of the Products to the Customer in
Incoterms 2010 of the International Chamber of accordance with Art. 4 of these General Terms &
Commerce (“IncoTerms”) is applicable. Provided no Conditions, even if shipment is made in parts or if the
express agreement has been reached, deliveries are parties have agreed to extend the performance of the
made carriage paid to named port of destination as per the Seller, e.g. by covering shipping charges, effecting
IncoTerms (“CPT”) which means that the Seller delivers delivery to the Customer site, or supplying erection/
the Products to the carrier or another person nominated installation or other services.
by the Seller at the agreed place and that the Seller must b) In those exceptional cases where Seller has
contract for and pay the costs of carriage necessary to undertaken to effect shipment, the risk of accidental loss
bring the Products to the named place of destination. or accidental deterioration of the Products shall pass to
b) The estimated required time for delivery will be the Customer at the time of their delivery to the forwarder,
stated in the Seller’s offer and will be based on carrier or other person or organisation appointed to carry
manufacturing capacities, subcontractor delivery dates out such shipment.
and other conditions. It is an estimate only and new dates c) Notice of claims arising out of damage in transit
will have to be fixed if any such condition changes. must be lodged by the Customer directly with the carrier
c) Even if mentioned in the contract concluded by within the period specified in the contract of carriage and
the Customer and Seller, the delivery time shall only be Seller shall be provided with a copy thereof.
approximate and without engagement, unless otherwise d) Partial shipments shall be permitted to the extent
agreed in writing. The Seller shall not accept any liability to which they are reasonably acceptable to the Customer.
for non-compliance with the date of delivery indicated in e) If the Customer fails to take timely delivery of the
the offer and/or respective contract unless otherwise Products the risk shall pass to the Customer at the time
agreed in writing. The Customer shall immediately, but on which the Customer should have taken delivery of the
latest within 5 working days, accept and take delivery of Products from Seller at the premises of Seller in
the Products when they are ready for shipment or ready Dammam, Saudi Arabia or as otherwise explicitly agreed
for delivery to the place of destination. in writing by the parties. The IncoTerms shall apply for the
d) In case delivery of Products is postponed at the passing of risk as far as they are not inconsistent with the
request of the Customer or if the Customer does not conditions subject to this clause 5 or written agreements.
observe any agreed date of delivery without notifying the
Seller, the Customer shall pay all expenses accruing as a 6. Retention of Title
result of storage beginning one week after notification that a) Notwithstanding any delivery of the Products and
Products are ready for shipment or ready for delivery to the passing of risk of the Products or any other provisions
the place of destination. However, the Seller may of this Agreement, until all amounts owed by the Customer
withdraw from the respective sales contract and dispose to the Seller, no matter on what grounds, are settled in full,
the Seller retains full title to the Products purchased by the above mentioned obligation, the Customer shall fully
Customer and the Customer undertakes not to sell or indemnify and hold the Seller harmless from any and all
otherwise dispose of the Products until all amounts owed such injuries, losses, claims, expenses or damages
by the Customer to the Seller are settled in full, unless arising out of such non-compliance.
expressly permitted by the following provisions and only d) At the request of BASF, Buyer shall provide all
to the extent stated therein. The Customer shall be entitled necessary information on the inventory of goods owned by
to sell the Products in his ordinary course of business, BASF and on the claims assigned to BASF. Furthermore,
except if he is in default of payment. The Customer shall at the request of BASF, Buyer shall identify on the
be obliged to agree on retention of title to the Products packaging BASF’s title to the goods and shall notify its
with his customer until he has received the full purchase customers of the assignment
price agreed with his customer. For the case of resale of of the claims to BASF
the Products, the Customer hereby assigns all claims
arising out of such resale to the Seller, irrespective of 7. Product Quality, Specimens and Samples,
whether the Products have been processed or not. If such Guarantees, Advice
assignment of a future claim is invalid for any reason a) Any advice given by the Seller is given to the best
whatsoever, the Customer herewith undertakes to assign of his knowledge. Advice and information with respect to
to the Seller the respective claim resulting from the resale suitability and application of the Products is not binding
of the Products and to undertake any action and sign any and shall not relieve the Customer from undertaking his
document required to give effect to such assignment own investigations and tests with regards to the suitability
including but not limited to an express approval of the of the Products supplied for the processes and purposes
assignment from the debtor (third party). Notwithstanding he intends to use them for.
the Seller’s right to claim direct payment, the Customer b) Unless otherwise agreed, the quality of the
shall be entitled to receive the payment on the assigned Products due contractually is exclusively determined by
claims. If the debtor’s (third party) express approval is the Seller's product specifications valid at the time of
necessary under the respective law and such approval delivery. In case the European Chemicals Regulation
cannot be obtained, the Customer undertakes to collect REACH is applicable, identified uses under the European
the claim on behalf of BASF. To this end, the Seller agrees Chemicals Regulation REACH relevant for the Products
not to demand payment on the assigned claims to the shall neither represent an agreement on the
extent the Customer complies with all its obligations for corresponding contractual quality of the Products nor the
payment and does not become subject to an application designated use under this contract.
for insolvency. In these events, however, the Customer c) The properties of specimens and samples are
shall disclose to the Seller the assigned claims and the binding only insofar as it has been explicitly agreed to
respective debtor and provide the Seller with all define the quality of the Products.
information and documents necessary for debt collection d) Quality and shelf-life data as well as other data
and notify the debtors (third parties) of the assignment. constitute a guarantee only if they have been agreed in
The Customer shall be responsible for any deterioration of writing and designated as such.
the Products sold from the time of delivery to him.
b) If third parties take up steps to attach or otherwise 8. Warranty
dispose of the Products, the Customer shall immediately a) The Customer shall examine the contractual
notify the Seller in order to enable the Seller to seek a products forthwith upon delivery in the orderly conduct of
court injunction to prevent such action. If the Customer business and advice the Seller in writing of any defect and
fails to do so in due time the Customer shall be held liable incorrect quantity discovered, latest within 4 weeks of
for any damages caused. The Customer shall indemnify delivery unless this time period is extended by mutual
the Seller for any damages and losses if the Products are written agreement. Notification must be in writing and
successfully attached or otherwise disposed of by a third must precisely describe the nature and extent of the
party. defects. Failure on the Customer's part to meet this
c) In case payments for the Products are made by obligation shall be construed as approval of the delivery.
instalments and due to the fact that the Seller retains full Any obvious defect identified at a later date shall be
title to the Products until all amounts owed by the excluded from rectification by the Seller on the Seller’s
Customer to the Seller are settled in full, the Customer costs and the defect shall be deemed to have been
undertakes to effect and pay for insurance coverage in the caused by the Customer.
joint names of the Customer and of the Seller to provide b) In case of any defect which cannot be detected by
indemnity against any risks and liabilities until all ordinary examination the Customer shall inform the Seller
payments owed to the Seller are settled in full. In case of immediately upon discovery of such defect, latest within 4
injuries, losses, claims of third parties, expenses or weeks of discovery and no later than one year from the
damages whatsoever, incurred or suffered by the Seller date of actual delivery. Notification must be in writing and
as a result of non-compliance of the Customer with the must precisely describe the nature and extent of the
defects. Any warranty shall be excluded after expiration of material significance for the achievement of the
such time periods and the respective defect shall be contractual purpose and its liability shall be restricted to
deemed to have been caused by the Customer. the typically foreseeable damage. Any further liability shall
c) In case of the fulfillment of the duty of inspection be excluded.
and objection by the Customer as well as the above b) On no account shall the Seller be liable for any
mentioned time periods, the Seller shall at its sole consequential or indirect damages or losses which the
discretion repair or replace free of charge any Product Customer, its employees, directors or agents may incur
which shows deficiencies in workmanship, material or title, including without limitation any loss of use, loss of profit
provided that the Seller can be held liable for these and loss of any contract.
deficiencies. The Seller may at its sole discretion make c) To the extent that the liability of the Seller is
two attempts to replace or repair any Product. Should effectively excluded under this clause 9, also the personal
these fail or cause unreasonable inconvenience to the liability of its managers, directors, employees, assistants
Customer, the Customer may either withdraw from the and agents shall be excluded.
respective contract or demand a reduction in the purchase d) The Seller is not liable to the Customer in case of
price. The Seller shall not be liable for unsuitable or impossibility or delay in the performance of its supply
improper use, negligent handling, defective assembly, obligations if the impossibility or the delay is due to orderly
improper maintenance or unsuitable operation, storage, compliance of regulatory and legal obligations in
use, installation or operation of the Products by the connection with the European Chemicals Regulation
Customer, its employees, directors or agents or any third REACH being triggered by the Customer.
party, or for normal wear and tear, chemical influences or
damage due to force majeure. 10. Confidentiality
d) With regard to claims for compensation, including a) The parties shall be obliged to treat as business
compensation for unproductive expenditure on a defect, secrets all commercial and technical information not
clause 9 applies. generally available which becomes known to them
e) With regard to claims for compensation, including through the business relationship.
compensation for unproductive expenditure on a defect, b) Any documents made available to the Customer
clause 9 applies. Notwithstanding the periods of limitation must not be made available to unauthorized persons.
set out in clauses 8 a) to d), no claim of the customer shall They remain the property of the Seller. Copying is
be heard if lodged after the lapse of one year of the permissible only to the extent that it is required for
delivery date. operational purposes and accords with copyright
f) The Customer shall have no further claims with regulations. At the Seller's request, all documents, items
regard to the defective Products other than the warranty and copies thereof shall be surrendered or, if necessary,
claims mentioned in this clause 8. destroyed.
g) The Seller, including its managers, directors, c) The Seller reserves the right to file applications for
employees, assistants and agents, shall not be liable for intellectual property rights, and to exploit the rights of use
any consequential or indirect damages or losses which the for his items and information.
Customer, its employees, directors or agents may incur d) The Customer must not advertise his business
including without limitation any loss of use, loss of profit connection with the Supplier without the Supplier's written
and loss of any contract. consent.
h) The Seller is not obliged to take back Products
which are free from defect after delivery and to reimburse 11. Force majeure
the purchase price which has already been paid. If a) Any incident or circumstances beyond the
faultless merchandise is taken back at the request of the Sellers's control such as natural occurrences, embargos,
Customer completely or in part, this shall purely be based war, strikes, lock-outs, shortages of raw materials and
on pure good will on the part of the Seller and shall not energy, obstruction of transportation, breakdown of
substantiate any claim of the Customer for future manufacturing equipment, fire, explosion, or acts of
redemption and/or reimbursement of the purchase price government shall relieve the Seller from its obligations
even if the parties are in a regular business relationships under this contract to the extent the Seller is prevented
and/or if the Seller has repeatedly taken back immaculate from performing such obligations.
Products and has reimbursed their purchase price to the b) The same applies to the extent such incident or
Customer. circumstance renders the contractual performance
commercially impractical for the Seller over a long period
9. Liability for damages or occurs with suppliers of the Seller. If the
a) The Seller shall only be liable for damages in case aforementioned occurrences last for a period of more than
of intent, gross negligence, fraud and damages to life, 3 months, the Seller is entitled to withdraw from the
body or health. In case of negligence the Seller shall only contract without the Customer having any right to
be liable insofar as it has infringed a duty which is of compensation.
 of the Products. The Customer undertakes to comply with
12. Governing Law and Arbitration all laws and regulations including any embargo / sanctions
a) These General Terms & Conditions shall be laws and regulations which may govern or affect placing a
governed and construed in accordance with the laws and purchase order, export, re-export, trade, use, shipment,
regulations in force in the Kingdom of Saudi Arabia import, transportation, storage, sale (including
excluding the Vienna Convention on the International government procurement) delivery of the Products by the
Sales of Goods (CISG). Customer and to not export, re-export, divert, trade, ship,
b) If a dispute arises between the parties in relation import, transport, store, sell, supply, deliver or re-deliver,
to these General Terms & Conditions and/or the whether directly or indirectly, any of the Products for end-
respective sales contract whatsoever which cannot be use in any country, entity or person affected by such
settled amicably within a period of 30 days after the other embargo /sanctions laws. The Customer shall furnish the
party has been notified of this dispute in writing, it shall be Seller with such documentation as the Seller may request
referred to the competent courts in the Kingdom of Saudi to evidence the Customer’s compliance with this clause
Arabia. and that controls are in place which actively support such
compliance.
13. Miscellaneous c) The Customer is not entitled to assign its
a) If these General Terms & Conditions are made contractual rights and / or obligations without Seller’s prior
known to the Customer in another language, in addition to written consent.
the language in which the sales contract has been d) If any provision of this Agreement shall become
concluded ("Contract Language"), this is merely done for invalid, the remainder of this Agreement shall not be
the Customer's convenience. In case of differences of affected. It shall be replaced with a valid clause
interpretation, the version in the Contract Language shall economically closest to the intention of the parties.
be binding. e) All dates, periods, and terms shall be given and
counted according to the Gregorian calendar.
b) Unless specifically agreed otherwise, the f) The headings in these General Terms &
Customer is responsible for compliance with all laws and Conditions have been inserted for convenience only and
regulations regarding import, transport, storage and use shall not be used for nor assist or affect its interpretation.