Supply Agreement

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CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

1.

Product

2.

Quantities

3.

Prices / Payment Terms

3.1

The prices for the PRODUCT are as stated in the following:

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USD / kg (*** US Dollar per kilogram)

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CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

3.2

The prices under Section 3.1 above shall be firm and not subject to any change.

3.3

BUYER shall make payments in to SELLER on a semi-annual prepayment base, beginning with contract signature, in the amount and as of schedule set forth in Appendix 2 . Invoices shall be issued on a pro rata delivery basis.

4.

Delivery

4.1

PRODUCT shall be delivered Ex Works SELLER’s production site (Incoterms 2000).

4.2

Not later than 30 days before the beginning of each contract year, BUYER shall submit firm orders in writing for shipments of PRODUCT to be purchased during that contract year. The parties agree on a plus / minus *** % volume tolerance on a monthly base, provided BUYER guarantees the adjustment to the contractually agreed volumes within the next 3 months and SELLER guarantees its best efforts to adjust to the contractually agreed volumes as soon as reasonably possible.

4.3

All deliveries of PRODUCT are subject to SELLER’s General Conditions of Sale set forth in Appendix 3 and hereby made part of this Agreement, provided, however, that if there is any conflict between the terms of this Agreement and the said Conditions of Sale the terms of this Agreement shall prevail.

5.

Quality / Inspection and Testing

5.1

The PRODUCT supplied by SELLER shall conform to the specifications set forth in Appendix 1 .

5.2

It is understood and expressly agreed that the PRODUCT delivered by SELLER hereunder are PRODUCTS of technical quality only and BUYER is exclusively responsible for fitness for purpose, handling, use and application of the PRODUCT.

5.3

Upon receipt of each shipment of PRODUCT BUYER shall inspect the PRODUCT. Unless BUYER notifies SELLER within 8 (eight) days after the arrival of the shipment at BUYER’s site that it does not conform to the quantity ordered or to the specifications set forth in Appendix 1 , said shipment shall be deemed to have been delivered and to conform to the specifications.

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CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

6.

Warranty / Liability

6.1

SELLER warrants solely that the PRODUCT delivered shall conform to the specification set forth in Appendix 1 . Except for the warranty provided above, SELLER disclaims any and all other express or implied warranties with respect to the PRODUCT, and any warranty of merchantability or fitness for a particular purpose is expressly disclaimed.

6.2

BUYER’s exclusive remedy and SELLER’s sole obligation for any claim or cause of action arising under this Agreement because of defective PRODUCT is expressly limited to either (i) the replacement of non-conforming PRODUCT or the repayment of the purchase price of the respective quantity of PRODUCT; OR (ii) payment not to exceed the purchase price of the specific quantity of PRODUCT for which damages are claimed. Any remedy is subject to BUYER giving SELLER notice as provided for in Section 5.3.

6.3

The parties agree that the remedies provided in this Agreement are adequate and that except as provided for above, neither party shall be liable to the other, whether directly or by way of indemnity or contribution for special, incidental, consequential or other damages arising from the breach of any obligation hereunder or for any other reason whatsoever, including actions for tort, strict or product liability, patent or trademark infringement except as provided for herein. The above shall not apply if any party has been guilty of intentional acts, acts of gross negligence or other liabilities according to mandatory law.

7.

Confidentiality

7.1

BUYER may use all the information disclosed by SELLER under this Agreement only for the purposes contemplated herein.

7.2

BUYER agrees to keep secret such information and to take the necessary measures to prevent any disclosure to third parties.

7.3

BUYER is responsible for assuring that secrecy is maintained by its employees and agents.

7.4

The secrecy obligation does not apply to information

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where BUYER can prove that it was known to BUYER prior to its receipt;

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which is or has become generally available to the public prior to its receipt;

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which is or has become generally available to the public without being the result of a breach of this Agreement;

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which is in accordance with information BUYER received or got access to from an entitled person without any obligation of secrecy;

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where SELLER approved the disclosure in a particular case in writing.

7.5

The secrecy obligation shall survive the term of this Agreement.

8.

Reservation of Ownership

8.1

PRODUCT that has been sold remains the sole property of SELLER until all outstanding debts arising from the business connection with Buyer have been paid in full. BUYER has power of disposal of the PRODUCT in the ordinary course of business, or he may process the PRODUCT until revocation by SELLER.

8.2

Reservation of ownership and power of disposal, as laid down in clause 8.1, also apply to the full value of the manufactured PRODUCT produced by processing, mixing and blending or combining the PRODUCT. In each case SELLER qualifies as the manufacturer. In cases where PRODUCT is processed, mixed and blended, or combined with those of a third party, and where the reservation of the latter continues to apply, then SELLER acquires joint ownership in proportion to the invoice value of those processed goods. If security rights of a third party are in fact or in law below that share, the difference will be to the benefit of SELLER.

8.3

If BUYER resells PRODUCT to third parties he hereby assigns the entire resulting payment claim – or in the amount of SELLER’s joint share therein (see para. 8.2) – to SELLER. In the event the parties agree on a current account, the respective balance amounts shall be assigned. However, BUYER shall be entitled to collect such payment claim on behalf of SELLER until SELLER revokes such right or until payments by BUYER are discontinued. BUYER is only authorized to make assignment of these claims – even only for the purpose of collection by way of factoring – with the express written consent of SELLER.

8.4

BUYER shall immediately give notice to SELLER if any third party raises any claim with respect to such goods or claims which are owned by SELLER.

8.5

If the value of the collateral exceeds SELLER’s accounts receivable by more than 20%, then SELLER will release collateral on demand and at SELLER’s discretion.

8.6

SELLER is also entitled to take back PRODUCT on the basis of the reservation of title, even if SELLER has not previously cancelled the contract. If product is taken back by way of the exercise of the reservation of ownership, this shall not constitute cancellation of the contract. For such purpose BUYER shall give SELLER or its authorized representatives access to the premises where the PRODUCTS are stored.

8.7

If the laws of the country in which PRODUCT is located after delivery do not permit SELLER to retain the title to PRODUCT, but allow the retention of other similar rights to PRODUCT, BUYER shall provide SELLER with such other equivalent right. BUYER undertakes to assist SELLER in the fulfillment of any form requirements necessary for such purpose.

9.

Force Majeure

9.1

If either party should be prevented or restricted directly or indirectly by an event of Force Majeure as hereinafter defined from performing all or any of its obligations under this Agreement, the party so affected will be relieved of performance of its obligations hereunder during the period that such event and its consequences will continue, but only to the extent so prevented, and will not be liable for any delay or failure in the performance or any of its obligations hereunder or loss or damage whether direct, general, special or consequential which the other party may suffer due to or resulting from such delay or failure, provided always that prompt notice is given by the affe