GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY FOR PREMIUM INGREDIENTS, S.L.

1 Introduction
1.1 These general terms and conditions shall apply to all deliveries made by Premium Ingredients, s.l. (hereinafter referred to as PREMIUM) unless otherwise explicitly agreed and confirmed in writing by both parties.
1.2 Conditions or requirements of the Buyer contained in the Buyer's order stated in his general conditions of purchase or elsewhere, shall not bind PREMIUM unless PREMIUM has accepted them in writing.
1.3 In his use of the goods the Buyer shall observe all relevant national legislations including any regulation or requirement of governmental or other regulatory authority. Consequently, PREMIUM assumes no liability for any infringement of patents or violations by the Buyer of any relevant legislations, regulations or requirements, which is due to his use of the goods. This shall apply even if PREMIUM, its employees or agents have made statements or recommendations (whether before or after the purchase) relating to the goods.
1.4 All information in brochures, publications etc. regarding goods offered for sale by PREMIUM is based on PREMIUM's own research and development work. The information is of an informative nature only and does not constitute a warranty. PREMIUM accepts no liability for such information.
2 Terms of delivery
2.1 Unless otherwise agreed in writing, the delivery terms are "Ex works".
2.2 The terms of delivery agreed upon shall be interpreted in accordance with Incoterms 2010.
2.3 The stated date of delivery or length of time for delivery is an estimate made to the best of PREMIUM's knowledge. PREMIUM shall notify the Buyer of the actual date of delivery when it has been finally determined.
2.4 Where goods are sold ex-store the issuance of an invoice and/or a letter of instruction to the Buyer confirming that the goods are available to him shall constitute delivery of the goods for the purpose of the contract.
2.5 Unless otherwise agreed in writing, the quantity agreed upon shall be delivered in even consignments in the course of the term of the order.
2.6 If a consignment has not been taken by the Buyer within the expiry of the time limit, PREMIUM is entitled at its own discretion to cancel or maintain the delivery in question. Furthermore, PREMIUM is entitled to store, sell or remove the goods for the Buyer's account and risk and to claim damages. In case of PREMIUM cancelling the order, PREMIUM is entitled to compensation for costs incurred as well as loss of profit.
2.7 PREMIUM can demand a postponement of delivery if the Buyer makes changes in the order or in cases where the work on the cases is stopped or delayed by responsible authorities. On this account PREMIUM reserves the right to an adjustment to the agreed price in accordance with the actual expenses.
3 Delays
3.1 If delivery is delayed beyond the date or length of time agreed upon or stated by PREMIUM according to clause 2.3, the Buyer can by notice to PREMIUM demand delivery and fix a final, reasonable time limit for delivery.
3.2 If delivery is not effected within reasonable time limit fixed in any notice served under clause 3.1, and the time limit is exceeded by more than 10 (ten) working days, then the buyer is entitled to cancel the order. The buyer cannot cancel when goods are delivered to the buyer prior to his serving the notice of cancellation.
3.3 PREMIUM shall not be liable to make good any damage or loss whether arising directly or indirectly from any delay in delivery. Orders are accepted on the basis that every effort will be made to dispatch the goods in order to meet the delivery time requested by the Buyer but PREMIUM will accept no liability for loss or damage resulting form any delay in dispatch or delivery whether arising through circumstances outside its control or otherwise.
4 Price and cost reservation
4.1 PREMIUM reserves the right to increase prices quoted or agreed upon if and to the extent such increase is due to an increase in costs of raw materials, cost of labour, transport, taxes/duties, etc. However, an alteration of prices already agreed upon shall not apply to goods to be delivered within the first 14 days upon PREMIUM's written notification of the price increase in question to the Buyer
4.2 Price changes resulting from variations in relevant currency exchange rates will be credited/debited the Buyer only if the order confirmation clearly states which currency shall apply.
5 Payment
5.1 Unless otherwise agreed in writing, the amount owed to PREMIUM falls due for payment at the latest on the date stated on the invoice as the last due payment date. PREMIUM reserves the right at any time in its absolute discretion to revoke or vary any terms of credit extended to or agreed with the Buyer.
5.2 In case of late payment, PREMIUM charges interest for default on the amount owing at the time in question, at an annual rate  of seven percentage points (7%) over the official base rate in force announced from time to time by the European Central Bank, pursuant Article 7 of the Law 3/2004, of December 29, about measures against arrears in commercial transactions.
5.3 Should default be made by the Buyer in paying any sum due under any order as and when it becomes due, PREMIUM shall have the right either to suspend all further deliveries until the Buyer's default of payment shall have been made good or to cancel the order so far as any goods remain to be delivered there under.
5.4 The Buyer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by PREMIUM.
5.5 To the extent that this is allowed by the relevant legislation, PREMIUM shall retain title to the goods until payment has been made. The property and the title in all goods supplied by PREMIUM to the Buyer shall notwithstanding delivery and passing of risk remain in the Buyer until the entire of the purchase price and all other sums due by the Buyer to PREMIUM in respect of such goods have been paid in full. If any amount owing by the Buyer to PREMIUM is due and unpaid the Buyer may without prejudice to any of its others rights or remedies repossess and resell any or all of the goods which such amounts relate and for that purpose the Buyer hereby authorizes PREMIUM, its servants or agents to enter upon its premises at all reasonable times and without notice to the Buyer. For so long as the title and property in goods remain in PREMIUM the Buyer shall hold such goods as bailee for PREMIUM and store the goods safely and suitably and so as to clearly show them to be the property of PREMIUM and identifiable as such.

6 Defects
6.1 Upon receipt of the goods, and before use thereof, the Buyer shall make such examination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements.
6.2 The Buyer forfeits the right to submit complaints in respect of defective goods, if the Buyer does not notify PREMIUM thereof specifying the nature of such defect in writing within 7 days after the defect was or should have been detected. The complaint shall include a description of the alleged defect.
6.3 Claims based on defects shall be advanced within 6 months of delivery.
6.4 PREMIUM may at PREMIUM's own discretion remedy any defects by subsequent delivery/replacement delivery to be made within a reasonable period of time or grant the Buyer a proportionate reduction in the purchase price.
6.5 The Buyer is not entitled to cancel the purchase or to claim damages in the event that defects are ascertained, provided that PREMIUM remedies such defects in accordance with the provisions of clause 6.4. above.
6.6 PREMIUM shall not be liable for infringements of any third party's intellectual property right to which the use of PREMIUM's products may give rise. Furthermore, PREMIUM shall have no responsibility as regards the legality of use of the product in the country of consumption.
6.7 PREMIUM shall under no circumstances be liable for indirect losses, including but not limited to operating losses, loss of profit, loss of time and consequential costs to which the defect may have given rise.
7 Product liability
7.1 PREMIUM shall be liable in accordance with applicable law on product liability, however with the limitations following from this clause 7.
7.2 PREMIUM shall under no circumstances be liable for indirect losses, including but not limited to operating losses, loss of profits, loss of time, punitive damages and consequential costs to which a defective product may have given rise.
7.3 PREMIUM cannot be held liable for damage to products manufactured by the Buyer or to products of which these form part.
7.4 Furthermore, PREMIUM shall not be liable for losses suffered in connection with carriage and replacement of a product that has been resold.
7.5 To the extent PREMIUM incurs product liability towards third parties, the Buyer shall be under an obligation to indemnify PREMIUM to the extent such liability exceeds the limitations according to this clause 7.
7.6 In the event that a third party lodges a claim against either party for damages in pursuance of the provisions regarding product liability, the party in question shall immediately inform the other party thereof. The parties are mutually obliged to participate as defendant/involved party at the court/arbitration that considers the claim for damages. However, any disputes between PREMIUM and the Buyer shall always be settled by arbitration, cf. clause 9 below.
8 Force Majeure
8.1 PREMIUM shall not be liable for failure to perform the company's obligations in compliance with offers or orders to which the company is a party provided that such failure to perform results from force majeure, including war, rebellion, terrorism, domestic riots, government or local authority intervention, strike, blockade or lockout, embargo on exports or imports, natural disaster or weather conditions, fire, failure of machinery, shortage of labour, raw materials or energy or other matters that are beyond the reasonable control of PREMIUM and that prevent PREMIUM's performance of its obligations.
8.2 The above force majeure clause shall apply regardless of whether the events preventing performance of the order affect PREMIUM or a sub supplier or carrier appointed by PREMIUM.
8.3 In the event that timely or defect-free delivery is temporarily prevented due to one of the above-mentioned events, the time of delivery shall be postponed for a period of time that corresponds to the duration of such event. However, either party is entitled to cancel the agreement in writing without incurring liability, if such event can be expected to persist for more than two months after the stipulated time of delivery.
9 Governing Law and Arbitration
9.1 Any dispute that may rise out of or in connection with the sale from PREMIUM shall be resolved finally and binding on both parties in compliance with Spanish law.
9.2 Pursuant to "The Rules of Conciliation and Arbitration of the International Chamber of Commerce" by one or more arbitrators to be appointed in accordance with the stipulated Rules. The arbitration shall take place in Murcia, Spain.

Premium Ingredients, s.l.
C/ Cardenal Belluga, Parc. 24 /23 (Pol.Ind.Oeste)
30169 San Ginés.- MURCIA (SPAIN).
Tel: +34 968 82 66 66
Fax: +34 968 82 66 67
premiumingredients@premiumingredients.es

Oct 2008