General Terms and Conditions of Sale of Water Ingredients B.V., Soest, The Netherlands (''Seller'') 1. GENERAL. 1.1. These General Terms and Conditions of Sale apply to and become part of any Offer of Seller, order confirmation or Contract between the Parties regarding any of its Product and/or related service, unless and to the extent that Seller explicitly agrees in writing to (i) deviate from these General Terms and Conditions of Sale or (ii) to accept the general terms and conditions of purchase or procurement of Buyer or (iii) to accept such sellers' or buyer's terms of a third party as Seller explicitly agrees in writing. 1.2. Buyer's general terms and conditions of purchase or procurement shall not apply, unless and to the extent agreed by Seller explicitly in writing. 1.3. A term defined in any part of this Contract shall have the same meaning throughout this Contract unless otherwise provided. 1.4. ''Seller'' and ''Buyer'' respectively may also be referred to as ''Party'' and jointly as ''Parties.'' 1.5. Any abbreviation of an international delivery in a Contract document shall be deemed a reference to the ICC Incoterms 2020. 1.6. The singular shall within its context comprise the plural and vice versa the plural shall comprise the singular and capital letters shall within its context comprise lower case letters and vice versa. 1.7. In the following the following words have the following meaning: ''Affected Party'' and ''Non-Affected Party'' means the Party who is respectively is not affected by a Force Majeure Event. ''Affiliate'' means a legal or natural person which (i) controls or (ii) is controlled by or (iii) is under common Control with another legal or natural person. ''Buyer'' means any direct or indirect purchaser and its Affiliates or other third parties accepted by Seller, of any Product under a Contract and these GTC. ''Control'' occurs wherever a legal or natural person directly or indirectly through one or more intermediate legal persons owns or controls in aggregate fifty percent or more of voting power. ''Change of Control'' occurs whenever a legal or natural person other than an Affiliate either ceases to have Control of a Party or acquires Control of a Party. ''Contract'' means the sales and purchase or service agreement, Order Confirmation, these GTC and any attachments or alterations agreed in writing by the Parties. ''Contract Period'' means the period for which this Contract is in effect including any agreed extensions thereof. ''Day'' means a calendar day. ''Delivery'' means Sellers actual, physical or documental receipt of Product by Buyer, direct or via an appointed third party. ''Dispute'' means any dispute, controversy or claim whether in tort, contract, under statute or otherwise, arising out of or in connection with this Contract and these GTC. ''Force Majeure'' means any Delivery that is delayed, hindered, curtailed or prevented by any circumstance or event outside the Affected Party's reasonable control including but not limited to any supply failure or shortfall by any of Seller's Product or material sourcing suppliers that Seller could not anticipate; or any (a) act of God, fire, explosion, landslide or earthquake; or (b) storm, typhoon, hurricane, flood, tidal wave or other adverse weather condition; or (c) war, revolution, military action, riot, blockade, embargo, trade sanction, terrorism, sabotage; or (d) pandemic or quarantine restriction; or (e) any strike, lock-out or serious general employment dispute; or (f) compliance with any new law or regulation of any governmental or non -governmental agency affecting the Delivery; or (g) unavailability of or interference with the customary transport and delivery of Product. ''Force Majeure Event'' means an event caused by or preceded by Force Majeure. ''Guarantee'' means the warranted characteristics of Product, limited to the validity period of the Guarantee. ''GTC'' means these General Terms and Conditions of Sale. ''Month'' means calendar month. ''Offer'' means each written offer by Seller in its (i) Pricelist and Specification or (ii) individual, definitive price quotation and Specification. ''Order'' means each written acceptance of Buyer's Offer. ''Order Confirmation'' means the specifically or automatically generated written confirmation from Seller to Buyer of an agreed Price and quantity and quality of Product. ''Price'' means the agreed price for the Product and related service delivered under any Contract. ''Pricelist'' means Seller's valid and not expired quarterly list of Prices of Products. ''Parties'' or ''Party'' means Seller and Buyer and any Affiliate thereof. ''Product'' means any product Seller offers, sells and delivers, directly or indirectly. ''Seller'' means Water Ingredients BV, registered in Soest, The Netherlands and its Affiliates. ''Specification'' mean all specifications applicable to Product supplied whether attached to this Contract or incorporated by reference. ''Supplier'' means any supplier of a raw material or a semi-manufactured material or liquid sourced by Seller. ''Tax'' means any VAT, sales and use tax, excise duty, energy tax, customs duty, other similar tax or governmental charge, including interest, penalty and cost. ''Title'' means the entitlement of ownership of a Product. ''Writing'' and ''writing'' means each form or method of recorded and traceable as is from time to time generally accepted in business communication. 2. OFFER, SALE and DELIVERY. 2.1. An Offer is indicative, revocable and non-binding upon Seller and only binding upon Seller if so explicitly mentioned in the Offer or if the Offer is otherwise unconditionally accepted by the Buyer in an Order and accepted by Seller in an Order Confirmation. 2.2. All Product related information and material disclosed by Seller to Buyer shall remain Seller's industrial and intellectual property and Buyer shall neither share it with third parties without Seller's prior approval nor conduct any reverse engineering of Product. 2.3. Cost of preparing standard Offers are borne by the Seller, if Seller needs to make specific descriptions, instructions and test certificates, Seller shall charge this onward to the Buyer, unless Seller indicates otherwise. 2.4. Prices offered by Seller are valid only for the offered quantities and for acceptance within the offered period of time. 2.5. Buyer shall compensate Seller for a depreciation above five percent (5%) of the Euro towards the foreign exchange currency denomination of the Price between the day of the Order Confirmation and the actual day of payment. 2.6. A Contract is established between the Parties by means of Seller's Order Confirmation to Buyer. 2.7. Deliveries shall take place evenly spread over the Contract Period. 2.8 Risk of loss or damage to Product shall pass to Buyer, unless agreed otherwise in the Order Confirmation, at the agreed place of delivery according to Incoterms: DAP.. 2.9 Title to Product shall pass to Buyer simultaneously with risk passing as set out in Article 2.8 hereof and Buyer shall procure that the Product is stored in the required proper temperature and dry and atmospheric humidity. 3 PRODUCT QUANTITY/QUALITY. 3.1. Seller may supply an excess or deficiency of Product of no more than one percent (1 %) ] of the ordered weight or volume against payment by Buyer of the agreed Price. 3.2. Seller shall procure that a Product is technically in conformity with the Specifications and Seller has no obligation to warrant the merchantability and fitness for any purpose. 3.3. Seller shall at its cost measure, sample and test Product in Seller's customary manner before Delivery which shall serve as binding upon the Buyer. 3.4. Seller shall apply durable, good and usable packaging of the Product and Buyer if returning the Product, shall not more than marginally open or change the packaging. 3.5. Seller shall under no circumstance warrant or be liable under a Guarantee if Buyer fails to store the Product as set out in Article 2.9 hereof. 4. CREDIT WORTHYNESS AND PAYMENT. 4.1. At Seller's first reasonable demand Buyer shall submit sufficient financial performance data of Buyer and its guarantors and, prior to any assignment ,of any of such proposed assignees , suitable for Seller to obtain comfort about Buyer's and its assignees' creditworthiness to accept Delivery and pay the Price. 4.2. Should Seller after studying the data mentioned in Article 4.1. hereof have reasonable doubts about the creditworthiness of Buyer or its assignees, then Seller has the right and Buyer and its assignees have the obligation to pay the Price in advance to Seller notwithstanding the payment terms in the Contract, failing which Seller at its sole discretion may postpone or withhold Delivery or terminate the Contract with immediate effect without prejudice to Seller's other rights and remedies. 4.3. Buyer shall pay each invoice duly on time, net of bank charges and waives its set-off right of any actual or pretended claim on Seller. 4.4. Any late payment by Buyer of each invoice shall bear non-compounded interest of 0.05% per day, to the extent allowed from time to time under Dutch law, from the due date until the date of receipt of full payment. 4.5. Buyer shall reimburse Seller for all extrajudicial collection costs to which Seller shall reasonable be forced to make in relation to late payment. 4.6. Seller has the right of retention of the Product during Buyer's late payment. 5. TAX. 5.1. Where any Tax becomes payable by Seller for any of its sales, delivery or service activity towards Buyer or third parties, Buyer shall pay or bear such Tax in addition to the Price. 5.2. By default, Seller applies a tax exemption, deferred charge or zero percent rate towards Buyer. 6. DAMAGES, SHORTFALL LIABILITY AND CLAIMS 6.1. Seller's liability for any claim for damages, loss or cost arising out of or in connection with a Contract shall be limited to the Price and if a Guarantee is given, Seller's liability is limited to the Guaranteed amount. 6.2. Seller exempts liability for any damage caused by willful misconduct or gross negligence by its employees or subordinates. 6.3. The indemnities under Article 6.1. hereof shall exclude liability to the extent caused by the Buyer's own negligence or non-performance. 6.4. Buyer shall indemnify, defend and hold harmless the Seller and its directors, officers and employees against any liability of Seller for any claim, loss, damage or cost, on account of any injury, disease or death of persons or damage to property or the environment caused by Buyer in respect of the performance of the Contract. 6.5. Neither Party shall be liable to the other Party for any incidental, indirect, consequential, or punitive cost, expense, loss or damage including but not limited to loss of production, use, indirect loss of profit, business, goodwill or reputation, or loss from business interruption or wasted expenditure. 6.6. Buyer shall, notwithstanding Article 7:23 paragraph 1 of the Dutch Civil Code, notify Seller of a complaint for any shortfall, defect, deviation, divergence, abnormality and damage of Product provided storage by Buyer at the agreed humidity level and temperature (hereinafter: ''Non-Conformity'') within two (2) day upon receipt of Delivery, failing which Seller is discharged of any Non-Conformity towards Buyer. 6.7. The Delivery date agreed in the Order Confirmation or in the Contract shall not be deemed a deadline (in Dutch: fatale termijn) as meant in Article 6: 83 Dutch Civil Code. 6.8. The statute of limitation period (in Dutch: verjaringstermijn) for any claim in court based on Non-Conformity shall be two (2) years after the date of Buyer's notification mentioned in Article 6.6. hereof. 6.9. In the event of Non-Conformity or late Delivery, Seller at its discretion may choose between (i) replacing with Delivery of a conform Product at Seller's cost and (ii) lowering the Price accordingly, in both choices Seller shall not be liable for compensation of damages at Buyer's side provided Seller chooses and fulfils the chosen option reasonably timely. 7. FORCE MAJEURE 7.1. The Affected Party of a Force Majeure shall not be in breach of Contract or otherwise liable for its failure to perform the Contract, towards the Non-Affected Party. 7.2. In case of a Force Majeure Event resulting in a delay or shortfall of Product available to Seller to meet its Delivery, Seller shall fairly dispense Delivery of Product available to Seller among its respective Buyers rather than being obliged to supplement Product from other sources. 7.3. If Buyer chooses to acquire any shortfall quantity of Product from other sources then Buyer does so at its own risk and cost, and Seller shall then deduct any Seller's self-bought Product from Seller's quantity obliged under the Contract. 7.4. The Affected Party shall notify the other Party of the cease of a Force Majeure Event, which shall revive the obligation to perform under the Contract forthwith. 7.5. If due to Force Majeure the Affected Party for a longer period of time than temporary is unable to fulfill whole or part of its obligations under the Contract, then either the Affected Party or the Non- Affected Party or both can terminate the Contract, in either case without the Affected Party being liable for compensation of damages to the Non-Affected Party. 7.6. Force Majeure shall not affect the Contract performance during the period prior to the inception of the Force Majeure. 8. DISPUTED PAYMENTS. 8.1. Buyer may withhold payment of the portion of any amount that is disputed without incurring interest pending the final outcome of dispute resolution proceedings between the Parties or settlement provided Buyer gives Seller immediate written notice of the dispute. 8.2. If it is determined or Parties agree that any part of the disputed amount was properly due, Buyer shall pay the amount plus interest (as determined for late payments in this Contract) on that amount from the original due date. 9. SAFETY 9.1. Where necessary or reasonably requested, Seller shall furnish Buyer with Material Safety Data Sheets (''MSDS''), which include health, safety, security and environment (''HSSE'') information on Product consistent with regulatory requirements. 9.2. Buyer shall will comply with all applicable laws concerning the availability and use of the Product and disseminate appropriate MSDS and HSSE information to all persons (including but not limited to Buyer's employees, contractors and customers) as required by any applicable law. 9.3. When Buyer further processes, mixes or incorporates the Product into another material, resells, exchanges and/or transfers or otherwise deals with the Product, Buyer agrees to develop and use its own branded MSDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markets the Product. 9.4. Buyer shall without Seller's prior written approval not use any of Sellers trademarks, trade and company name, contact numbers and emergency numbers or the Seller's Branded MSDS on Buyer's MSDS or certificates or analysis for the Product. 9.5. Buyer shall procure that its buyers of Product observe the same obligations set out in Article 9 hereof. 10. HARDSHIP. 10.1 If either Party reasonably feels a substantial change in business, monetary, technical or commercial condition causes a material hardship in complying with this Contract, that Party may notify the other in writing of its wish to reconsider the performance of the Contract. 10.2 The other Party shall reasonably investigate the call upon hardship and respond within reasonable time to the Party with either a denial of hardship or a proposal to mitigate, adapt, delay or cancel the Contract. 10.3 Upon denial of hardship, the terms of this Contract shall continue to apply fully and neither Party shall be released from its obligations hereunder. 11. TERMINATION. 11.1 This Contract may be terminated immediately by either Party, without prejudice to its other rights and remedies, if the other Party (i) becomes insolvent (ii) makes an assignment for the benefit of its creditors (iii) is placed in receivership, administration, liquidation or bankruptcy . 11.2 If the other Party is in breach of Contract and fails to remedy such breach within five (5) days upon receipt of a written notice of such breach from the non-breaching Party, then the non-breaching Party can invoke extrajudicial dissolution of the Contract forthwith and the other Party can be kept liable for breach of Contract. 12. NOTICES. 12.1. Notices by a Party shall be sent only by letter delivered (i) in person; (ii) by courier; or (iii) by registered mail to the other Party's address mentioned in the Contract or otherwise made known by a Party to the other Party. 12.2. All notices, except notices for termination or breach of this Contract, can also be sent by a Party by email to the other Party's email addresses mentioned in this Contract or otherwise made known by a Party to the other Party. 13. GOVERNING LAW AND DISPUTES. 13.1. This Contract is exclusively governed by and shall be construed in accordance with Dutch law. 13.2. The Parties waive the applicability of the United Nations Convention on Contracts for the International Sale of Goods. 13.3. The Parties irrevocably and unconditionally submit any dispute arising out of or in connection with the Contract to the exclusive jurisdiction of the the courts of Amsterdam, the Netherlands. 14. MISCALLANEOUS. 14.1. No delay or omission by a Party in exercising any right or remedy under the Contract or law shall operate as a waiver. 14.2. Any waiver shall take effect only if it is in writing and signed by the authorized representatives of the waiving Party. 14.3. The provisions of the Contract are severable. Any provision held to be invalid or unenforceable shall not invalidate the remaining provisions. 14.4. The Contract, including all specifications and addenda whether attached or incorporated by reference, contains the entire agreement of the Parties relating to the subject matter of this Contract, and supersedes and extinguishes any other documents or pre-contractual statements (whether oral or written) related to the same subject matter not expressly repeated in the Contract. 14.5. No deviation or amendment of the Contract shall be valid unless it is in writing and signed by the authorized representatives of each of the Parties, and performance prior to such execution will not constitute a waiver of this requirement. 14.6. All provisions with respect to payment rights and obligations, disclaimers of warranties, waivers of claims, indemnification, limitations of liability, notice of claims, tax, governing law and dispute resolution, assignment, no waive, provisions on Ethics and Compliance shall survive the expiration or termination of the Contract. 14.7. The Buyer waives the right to assign, transfer or novate any right, benefit and/or obligation under the Contract (including rights to receivables) without prior written approval from Seller 14.8. Seller shall be free to amend these GTC from time to time unilaterally provided this is published on Seller`s website at which will apply to not yet fully performed Deliveries. THESE GENERAL SALES CONDITIONS ARE DEPOSITED UNDER NO 30189848 WITH THE CHAMBER OF COMMERCE IN UTRECHT, THE NETHERLANDS ON 1 APRIL 2022.