GENERAL SALES CONDITIONS

Article 1 - Applicability

The present sales conditions apply to all offers of Wolf Oil Corporation (hereafter WOC) and all agreements concluded between WOC and the other party. These general conditions can only be deviated from by way of an explicit written agreement. The mere referral by the other party to its own general purchasing conditions does not meet this obligation.

Article 2 - Orders

All orders shall only become final upon written confirmation of the order by WOC. Any change during the execution of the order or any additional order must be accepted and confirmed by WOC. A confirmed order cannot be canceled and the sales price for the confirmed order will be due.

Article 3 - Prices

All prices are exclusive of value added tax (VAT) and other taxes and duties. The price payable is the price valid at the time of the confirmed order and not the price at the time of the invoice.  Costs for transport and other additional costs are established according to the agreed upon Incoterms and/or the respective transport contracts.

Article 4 - Delivery modalities

Indicated delivery times are merely given by way of indication and any deviation from them  does not entitle the other party to any compensation for damage, nor does it entitle the other party to dissolve the agreement. Deliveries take place according to the contracts concluded between WOC and the other party. The delivery conditions are mentioned clearly on the front of the invoice. The risk of storage, loading, transport and unloading is established between WOC and the other party according to the agreed upon delivery conditions. Both parties must contract adequate insurance cover for the above-mentioned risks in accordance with the agreed upon delivery conditions. The inspection of delivered products, both as to their outer appearance and quantity, must be done upon their receipt. Upon establishing visible damage, this must be mentioned on the waybill and be initialed by the carrier. The other party will present the waybill with the comment and a written statement within 24 hours to WOC and - depending on the sales conditions - to its own insurer or, as the case may be, to the insurer of WOC if the complaints are in connection with damage to or loss of products during transport. As for non-visible damage to products or the loss of products during transport, the other party must file a complaint with the carrier (mentioning the established damage and declaring the carrier in default) within the terms set according to the transportation modalities, being 7 days after the receipt of the products following transport by road and 3 days after the receipt of the products following transport by sea, and, subsequently, depending on the sales conditions, turn to its own insurer or, as the case may be, the insurer of WOC.

Article 5 - Warranty

As for complaints referring to a fault in the deliveries or to the quality of the delivered products, these flaws must be communicated in writing to WOC within 24 hours after their discovery. Only the flaws, which upon a careful inspection at the time of the delivery could not be detected and are reported in writing within 24 hours after their discovery, are warranted by WOC. This warranty is limited to 6 months after the delivery of the concerned products. After this period WOC can no longer be held liable. Barring deliberate acts, this warranty is in all events limited to the replacement of defective products, excluding any compensation for potential damage on account of these flaws. A financial compensation will only be granted if the products cannot be replaced, in such event, the compensation granted by WOC will be limited to the amounts invoiced for the defective products. Under no circumstances shall complaints be accepted prior to the full payment of the sales price, including the part to which the complaint refers.

Article 6 - Return

WOC does not accept any returns of the delivered products. Only in exceptional cases, which will be assessed by WOC on a case-by-case basis, and only with the prior consent of WOC, can products be returned. In the event of a return of products, a fixed amount of 10% of the order to which the return relates will be charged to the other party. The approved return must be arranged (i.e. shipment booked and initiated) within thirty (30) calendar days from the date of WOC’s written approval, unless otherwise agreed. Returns arranged after this period will not be accepted.

Article 7 - Invoicing and payment

All invoices are payable in EUR. All invoices are payable upon delivery unless agreed upon otherwise. In the event that the invoice is not paid on time and in full, post-maturity interests of 12% on the unpaid invoice amount will be legally due, without prior notice, as from the date of maturity. In addition, a fixed compensation amounting to 15% of the unpaid invoice amount, with a minimum of 125.00 EUR, will be due, legally and without prior notice.Any invoice that has not been contested by the other party within 8 calendar days of the date of receipt of the invoice, shall be considered definitively accepted.

Article 8 - Retention of title

Products and/or materials shall remain the sole property of WOC until full payment therefor is made by the other party. Until then, the other party is prohibited from pledging, encumbering or otherwise disposing of the products and/or materials for its own benefit. Until full payment of products and/or materials to WOC, products and/or materials shall be easily identifiable with an explicit indication that they are the property of WOC and be kept wholly segregated from all other inventory. The other party will inform third parties about the ownership rights of WOC. The other party shall maintain insurance covering all insurable risks in favour of WOC for the full replacement value of the products and/or materials. The other party shall immediately inform WOC about any seizures, attachments or other claims operated or expressed by third parties in relation to the products and/or materials owned by WOC. The other party shall provide all assistance at its own costs to WOC to allow the latter to (re)claim possession and/or ownership of the products and/or materials. In case of late payment or insolvency, WOC is entitled to take immediate possession of the products and/or materials wherever they may be. The other party shall immediately inform WOC of the location of the products and/or materials, and it shall provide all assistance to WOC to take immediate possession thereof. .

Article 9 - Dissolution

WOC reserves the right to dissolve the agreement without court order and without prior notice if the other party does not comply with any of its essential obligations, such as receipt of the products and the payment of invoices. In such event, the customer will be due a fixed compensation amounting to 35% of the corresponding purchase price.

Article 10 - Force majeure

Any force majeure event will legally release WOC from all its obligations, without the other party being entitled to compensation for damage. To the extent that WOC depends on other parties for its deliveries, this exoneration clause also applies to force majeure with its suppliers. Within the scope of these general sales conditions, force majeure is to be understood as any circumstance that is not due to a deliberate act or fault on the part of WOC and as a result of which the execution of the agreement has become impossible or is impeded or delayed. If such force majeure situation lasts longer than two months, both parties will be entitled to terminate the agreement without any compensation for damage being due. If for causes for which WOC cannot be held liable, WOC cannot possibly meet all its obligations towards its customers, it will be entitled to proceed with the proportional distribution of its products among its customers; in such event, the other party will be compelled to accept such partial delivery without being entitled to any compensation for damage.

Article 11 - Applicable law - Competent courts

Belgian law is applicable. All disputes, if any, will be settled by the courts of Antwerp, section Antwerp.

Article 12 – (RE) EXPORT

Any products supplied by/purchased from WOC, including those that fall within the scope of Article 8g of Council Regulation (EC) No 765/2006 (as amended) and Article 12g of Council Regulation (EU) No 833/2014 (as amended) to the extent applicable,  will not respectively be sold, exported or re-exported, directly or indirectly, to Belarus and the Russian Federation or for use in Belarus and the Russian Federation and, in this connection, best efforts shall be made to ensure that the purpose of this requirement is not frustrated in any way whatsoever. WOC shall be informed immediately of any problems in this regard and any failure to adhere to the aforementioned obligations will result in the immediate termination of the commercial relationship with WOC.