1.Definitions

In this Agreement, unless the context requires otherwise:

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;

1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any

special terms and conditions agreed in writing by the Seller;

1.3 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered;

1.4 ‘Goods’ means the articles that the Buyer agrees to buy from the Seller;

1.5 ‘Price’ means the price for the Goods excluding carriage, insurance and VAT; and

1.6 ‘Seller’ means Cytec Systems UK Ltd of Unit H, 100 Shaw Road, Oldham, OL1 4AB.

2 Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the

Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 Price and payment

3.1 The Price shall be Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

3.2 Payment of the Price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.

3.3 Interest on overdue payments shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

3.4 If the Buyer fails to pay the Price on the due date then the Seller shall be entitled to cancel or suspend any further deliveries to the Buyer.C:\Users\cytecsystems\Desktop\Quotes\CyTec Terms and Conditions.doc

4 The Goods

The quantity and description of the Goods shall be as set out in the Seller’s quotation.

5 Delivery of the Goods

Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.

6 Acceptance of the Goods

6.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

6.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Seller’s quotation.

7 Title and risk

7.1 The Goods shall be at the Buyer’s risk as from delivery.

7.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:

7.2.1 the Buyer shall have paid the Price plus VAT in full; and

7.2.1 no other sums whatever shall be due from the Buyer to the Seller

7.3 Until property in the Goods passes to the Buyer in accordance with clause 7.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

7.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may not sell or use or dispose the Goods in any way or incorporate the goods into any machinery, production line or process until the Seller has received full payment of the Price plus VAT

7.5 The Seller shall be entitled to recover the Price plus VAT notwithstanding that the property in any of the Goods has not passed from the Seller.

7.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up the Goods. If the Buyer fails to do so the Seller or any agent of the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. C:\Users\cytecsystems\Desktop\Quotes\CyTec Terms and Conditions.doc

7.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7.8 The Buyer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7.9 The Buyer will at their own expense maintain the Goods to the satisfaction of the Seller until title in the Goods passes to the Seller.

7.10 The Buyer will remain liable to the Seller for any expense incurred by the Seller in recovery and resale of the Goods.

8 Remedies of Buyer

8.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights

whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the Sellers quotation to the Buyer.

8.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

8.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

8.4

The Seller shall be under no liability whatever to the Buyer for any indirect loss and expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.

9 Force Majeure

The Seller shall not be liable to the Buyer or deemed to be in breach of contract by reason of

delay in performing, or any failure to perform, any of the Sellers obligations in relation to the

Goods, if the delay or failure was due to any cause beyond the Sellers reasonable control.

10 Assignment

The Buyer shall not without the written consent of the Seller assign or transfer this

Agreement or the benefit thereof in whole or in part to any person.C:\Users\cytecsystems\Desktop\Quotes\CyTec Terms and Conditions.doc

11 Indemnity

The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any

person, company or property against all actions, claims and proceedings in connection with

the supply of the Goods to the Buyer by the Seller for which the Seller may become liable.

12 Proper law of contract

This contract is subject to the law of England and Wales.

13 Third Parties

A person who is not a party to this Agreement shall have no rights under the Contracts

(Rights of Third Parties) Act 1999.es) Act 1999.