GENERAL TERMS AND CONDITIONS OF SALE OF BOREALIS COMPOUNDS INC.

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1 GENERAL TERMS AND CONDITIONS OF SALE OF BOREALIS COMPOUNDS INC. All sales by Borealis Compounds Inc. ( Borealis ) to its customers (each, a Buyer ) of Borealis products (the Products ) shall be listed on a Borealis order confirmation or agreed in writing by Borealis and will be exclusively governed by a Contract (as defined in Section 14.1 below) of which these General Terms of Sale ( General Terms ) are a part, unless otherwise expressly agreed in writing by Borealis. The Buyer s general terms of purchase, purchase order, sales contract or any other similar agreement will not apply unless otherwise expressly agreed in writing by Borealis. The sale of Products by Borealis to Buyer is expressly conditioned on Buyer s assent to these General Terms. 1. Price Adjustments 1.1. Prices are exclusive of VAT (where applicable). 1.2 Prior to delivery, Borealis may change the prices of the Products due to changes in duties and taxation imposed on the relevant sale of the Products. All duties, taxes and tariffs shall be paid by Buyer. 2. Payment 2.1 The Buyer shall make payments by wire transfer in immediately available funds to Borealis bank account or in such other way acceptable to Borealis that Borealis designated bank account will be credited within the due date set forth in the payment request (in the form of an invoice or otherwise), without any discount, set-off or counterclaim. If not otherwise specified by Borealis, a payment will be due within 30 days from the payment request (in the form of an invoice or otherwise). 2.2 If the Buyer fails to make payment on or before the due date, interest shall automatically accrue on the outstanding balance, without further notice of default, from the due date until payment in full is credited in the manner specified in Section 2.1, at a rate equal to the lower of (i) the maximum rate permitted by law and (ii) 12% per annum. 2.3 All payment requests shall become due and payable immediately if insolvency, liquidation, or other debt restructuring proceedings are initiated against or by the Buyer or any of its affiliated companies. 3. Delivery 3.1 If not otherwise specified by Borealis, delivery shall be CPT (INCOTERMS 2010) named place of destination. 3.2 In case of substantial delay in delivery, Borealis will inform the Buyer as soon as possible and provide a new date of delivery. If the new date of delivery is deemed unreasonable by the Buyer, as sole remedy the Buyer shall be entitled to cancel the order free of charge. 3.3 If Buyer fails to make payments when due or if Borealis at any time has reasonable grounds to believe the ability of the Buyer to perform its obligations hereunder is impaired, Borealis may suspend deliveries of Products until buyer has either provided cash payment in advance or security for payments in a form acceptable to Borealis. Borealis may cancel any order confirmation if buyer fails to provide such cash payment in advance or security to Borealis.

2 4. Acceptance of the Products 4.1 Immediately upon delivery of the Products, the Buyer shall carefully examine the Products delivered and inform Borealis in writing of any lack of conformity, or if the Product or packaging is found to be defective in any way. 4.2 Buyer shall notify Borealis immediately upon later learning of any defects which cannot be discovered, despite careful examination, by careful examination following delivery of the Product(s) as required by Section 4.1. Notice under this Section 4.2 must be given by Buyer within ten (10) days following delivery. 4.3 The Products shall be deemed accepted if the Buyer does not give written notification in accordance with Sections 4.1 and 4.2 above. 5. Warranty 5.1 Subject to Section 7.2, Borealis only represents and warrants that the Products, at the time of delivery, comply with the specifications agreed to in writing by Borealis. 5.2 Borealis does not extend any warranty (express or implied) of merchantability, fitness for a specific purpose, application, or manufacturing process or otherwise (even if known to Borealis or in specific or general statements recommended by Borealis such as the datasheet). 5.3 It is the Buyer s responsibility to verify compliance with intellectual property rights and to inspect and test Products in order to satisfy itself as to the suitability of the Products for the Buyer's particular purpose, application and manufacturing method. The Buyer is responsible for the appropriate, safe and legal use, processing and handling of the Products. 5.4 Buyer and Borealis shall comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, applicable environmental, safety, tax and export control laws related to the conclusion and performance of this Contract. 5.5 Borealis does not support the use of its Bormed grades for medical products or devices that are intended to be implanted, ingested, or otherwise used in vivo. Buyer hereby warrants and represents that it will not market the Products for such uses, and will not incorporate the Products into finished medical devices or pharmaceuticals that are intended or indicated for such uses unless or until Buyer has explicitly requested and received written authorization from Borealis. In addition, Buyer agrees that it shall not use Products other than Bormed grades (or incorporate Products other than Bormed grades into Buyer s products) for medical, pharmaceutical or healthcare applications, and Buyer expressly acknowledges that Borealis does not support the use of Products other than Bormed grades for such applications. Borealis reserves the right to terminate this Agreement at its discretion if Borealis becomes aware that Buyer is violating the terms set forth in this Section In accordance with the terms set forth in Section 5.5 of this Agreement, and prior to Borealis s shipment of the Products to Buyer, Buyer shall provide Borealis with the intended uses of Buyer s products to the extent such products are intended for use in medical applications and incorporate the Products. 5.7 It is Buyer s responsibility to ensure the suitability, safety, and legal compliance of the use of Borealis s products for Buyer s and its customer s particular medical applications. Buyer shall be responsible for compliance with all applicable statutory and regulatory requirements as they pertain to the Buyer s finished products that incorporate the Products. Nothing herein shall constitute any warranty of merchantability or fitness of a Borealis product for use in a particular medical application.

3 6. Product Liability Borealis will not be liable in product liability for any damages resulting from use of the Products and will pursue all defenses available under the applicable law. 7. Limitation of Liability; Disclaimer of Warranties 7.1 BOREALIS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE PRODUCTS, EVEN IF THE BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER SIMILAR DAMAGES. 7.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, BOREALIS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE, AND WARRANTIES OF TITLE OR NON-INFRINGEMENT. NO REPRESENTATIONS OF FACT, ORAL OR WRITTEN, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF SERVICES, WHETHER MADE BY BOREALIS EMPLOYEES OR OTHERWISE, WHICH IS NOT IN WRITING AND SIGNED BY AUTHORIZED SIGNATORIES OF BOREALIS, SHALL BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. 7.3 Borealis sole and exclusive liability hereunder, for whatever reason, including but not limited to delays, defect, and shortfall, and Buyer s sole and exclusive remedy hereunder, shall at the option of Borealis be limited to either (i) an exchange of the defective Products for non-defective Products, or (ii) a refund of two times the invoiced value of the non-conforming or shortfall Products. 7.4 Products delivered by Borealis to Buyer on a free of charge basis are delivered as-is and at the sole risk of Buyer. Notwithstanding any other provision of this Agreement, Borealis makes no warranty and Buyer agrees that Borealis shall have no liability whatsoever related to or arising out of the use of such Products (except in case of willful misconduct or gross negligence). 8. Indemnification Buyer agrees to indemnify, defend, and hold harmless Borealis, its affiliates and their respective directors, officers, employees and agents, from and against any claim, demand or action and any resulting loss, damage, injury, liability, cost or expense (including reasonable attorneys fees), or other casualty to the Buyer, or any other party or person or to any property, caused or occasioned by, (i) the combination, operation, or use of the Product(s), or by any technical advice offered by Borealis, where such is due to defects that arose in the manufacturing process after the Product(s) left Borealis s possession or would not have been incurred but for such combination, operation, or use, (ii) the breach or any inaccuracy of any representation or warranty made by Buyer in these General Terms, and (iii) and willful misconduct or gross negligence by Buyer, its affiliates and their respective directors, officers, employees and agents. 9. Assignment 9.1 The Buyer shall not assign, sell, or otherwise transfer any rights and/or obligations hereunder without the express prior written consent of Borealis. Borealis may at any time assign rights and obligations hereunder to any of its affiliates. 9.2 These General Terms shall be binding upon, and inure to the benefit of, the parties hereto, their successors and assigns, except as otherwise provided herein.

4 10. Force Majeure Neither party shall be liable to the other for any failure in performance of their obligations, except for obligations to pay amounts due, due to any cause beyond their reasonable control or making performance unreasonably burdensome. This includes, but is not limited to, industrial actions, accidents, explosions, fire, embargo, war (declared or undeclared), terrorist acts, requisition of materials, plant or machinery break-down, labor disputes, energy or transport restrictions, and deficiencies or delays in deliveries from suppliers due to such causes. The Buyer and/or Borealis may cancel a confirmed purchase order free of charge if a Force Majeure event lasts more than thirty (30) days. 11. Lien as Security 11.1 In order to secure the full and timely performance of all of Buyer s now existing or hereafter arising obligations to Borealis, including the obligation to pay Borealis for the Products, Buyer hereby grants and conveys to Borealis a purchase money security interest in and lien upon any and all Products shipped by Borealis to Buyer including any and all replacements and substitutions therefore and proceeds thereof. Buyer understands and acknowledges that Borealis may make filings at its discretion, such as UCC-1 financing statements, evidencing its purchase money security interest and Buyer shall provide for and expedite any public filing necessary or appropriate to register, perfect or evidence Borealis s purchase money security interest in the Products and the proceeds thereof. Until Buyer has paid Borealis in full for any and all Products shipped to Buyer, Buyer shall store such Products separately from its own stock or the stock of third parties in a clean and dry area and shall ensure that such Products at all times are labeled Subject to the Purchase Money Security Interest of Borealis. Buyer will not allow or cause any liens to be attached to such Products If the Product has been processed into finished products or combined or mixed by Buyer with other goods of Buyer or of any third party and until such time as Buyer has paid for the Products in full, (i) Borealis s security interest and lien shall extend pro rata to that part of the finished product or combination of Product and other goods that represents the invoiced value of Borealis s Product in relation to the total value of the other goods that have been processed, combined or mixed; and (ii) Buyer hereby assigns its rights to Borealis with regard to such finished product or combined goods. Buyer is entitled to sell the finished product or combined goods in the ordinary course of business and grants to Borealis a security interest in and lien upon all claims against third parties that arise from or in connection with such sale.] Borealis shall have the right to recover Products not paid in full at any time if Buyer is in breach of this Agreement. Borealis shall have the right to access Buyer s facilities within normal business hours for this purpose. 12. Use of pallets If delivery is undertaken with re-usable pallets (whether or not property of Borealis), the Buyer will keep these pallets in good condition and will offer them for retrieval by or on behalf of Borealis. Borealis will be entitled to invoice the Buyer for the pallets not returned based on the amount Borealis pays for said pallets increased with a service fee. 13. Services These General Terms apply to ancillary services delivered by Borealis to the Buyer in relation to the sale of the Products. 14. Mediation, Applicable Law and Venue 14.1 These General Terms, together with the order confirmation, and other written agreements related to the relevant sale (together, the Contract ), shall be construed and

5 enforced in accordance with the laws of the State of Delaware without reference to Delaware choice of law rules Subject to Clause 14.1, each of the parties (i) consents to submit itself to the exclusive personal jurisdiction of any state or federal court sitting in the state of Delaware, in any action or proceeding for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined only in any such court, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iv) agrees not to bring any action or proceeding for the compelling of arbitration or for the enforcement of any arbitration decision in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. 15. Partial Invalidity If any one or more of the provisions of the Contract shall be held invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of the Contract shall not be affected. 16. Entire Agreement and Precedence 16.1 The Contract constitutes the entire agreement between the parties and the parties confirm that they did not enter into the Contract on the basis of any representations that are not expressly incorporated into the Contract In the event of any conflict, the terms of the Borealis order confirmation or other express written agreements signed by authorized signatories of Borealis and Buyer shall take precedence over the General Terms.

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