1. APPLICATION AND VALIDITY

1.1 These terms (“Terms”), together with the Quotation to which they are attached (“Quotation”), constitute a contract between Sundew ApS Ole Maaløes Vej 3 2200 Copenhagen N Denmark (hereafter “Sundew”) and the customer (hereafter “Customer”) specified in the Quotation. Sundew and Customer are referred to individually as “Party” or collectively as “Parties”.

1.2 Any requirements of Customer stated in offers, orders, purchase conditions etc. shall not constitute an exemption from these Terms which, together with the Quotation, shall be deemed as the entire agreement between the Parties on the subject matter contained herein unless otherwise agreed in writing between the Parties. In the event of conflict between these Terms and the Quotation the Quotation shall dominate.

2. REPRESENTATIONS BY CUSTOMER

2.1 Customer represents that its representatives have the authority to agree these Terms and Quotation on its behalf.

3. PRICES

3.1 The prices are exclusive of any applicable value added tax (VAT), similar sales taxes, import taxes and any other taxes. They are exclusive of any shipment costs unless specified otherwise in the accepted by Sundew customer purchase order.

3.2 The Quotation is valid for six weeks from the date of Quotation and prices of confirmed orders are not subject to change. Otherwise Sundew reserves the right to adjust its prices without notice and with immediate effect.

4. PAYMENT TERMS

4.1 Payments are to be made in € (Euros).

4.2 Sundew shall, upon delivery of the products, issue an invoice to Customer stating when the invoice amount is due.

4.3 Invoices shall be paid within 30 days of issue unless specified otherwise in the accepted by Sundew customer purchase order.

4.4 If payment is not received by Sundew when due, Sundew has the right to hold back further deliveries until payment has been received. Sundew shall then be entitled to change, at its sole discretion, the payment terms.

4.5 Unless otherwise expressly specified, payment shall be made by bank transfer to Sundew’s account from the Customer. In case of overdue payment, Customer shall pay interest of 2% per month or part month on the due amount as stated on the invoice, from the due date and until Sundew has received payment.

4.6 Customer shall pay all of Sundew’s costs and expenses incurred in collecting unpaid due amounts.

5. DELIVERY

5.1 Delivery dates will be established by Sundew upon receipt of orders from Customer.

5.2 Unless otherwise agreed in writing, delivery of the products is made DAP to Customers premises as defined in the Quotation (Incoterms 2010). In the absence of specific instructions, Sundew will select the carrier and ship to the single location designated by Customer.

5.3 Delivery of the products is conditioned upon Customer maintaining credit satisfactory to Sundew and Sundew may, without notice or liability to Customer, suspend or delay performance or delivery at any time pending receipt of assurances, including payment of any amounts owed or prepayment on future orders, to Sundew in its discretion.

5.4 Risk of loss with respect to the products shall pass to Customer in accordance with Incoterms 2010. Title will transfer to Customer only upon full payment of the purchase price.

6. EXAMINATION AND CONFORMANCE

6.1 Customer shall immediately after delivery examine the products in order to identify whether any portion fails to conform to the applicable purchase order (“PO”) or the product specifications. In the event of defects or non-conformity to the applicable PO and/or product specifications, Customer may reject the non-conforming portion of the shipment by written notice to Sundew. Such notice shall specify the manner in which the shipment fails to conform to the PO and/or product specifications.

6.2 Non-conformance to the product specifications shall be notified promptly upon discovery by Customer. Visual defects and non-conformance to the applicable PO shall be notified to Sundew no later than 5 (five) days from Customer’s receipt of the shipment. In the absence of any such notice, Customer shall be deemed to have accepted the shipment. Customer shall give Sundew a reasonable opportunity to inspect the products and/or examine samples of the non-conforming products.

6.3 If any products are found to be defective or not to be in conformance with the PO or the product specifications, Sundew will use its commercially reasonable efforts to replace such products at no extra cost to Customer. This shall be Customer’s sole remedy for any products it rejects hereunder. Replacement cannot be considered as delay of the non-conforming order.

7. USE

7.1 The Product is supplied for commercial use only, and Customer acknowledges that Customer holds the full responsibility for the specific use of the products, including but not limited to requirements for product handling, working environment, product documentation as well as public authority requirements, safety requirements, relevant laws and regulations etc. Customer acknowledges that the use of enzymes and/or microorganism products in certain applications requires specific approval in some countries and that Customer is solely responsible for obtaining such approval. The product is to be used with caution and prudence, respecting the conditions put forwards in the Safety Data Sheet. Customer furthermore acknowledges that Customer holds the full responsibility that its use of the products does not infringe patents or other third party rights and Sundew disclaims any liability in connection therewith.

8. LIMITED WARRANTY

8.1 Sundew warrants and represents that (i) it has title to the products; and (ii) the products are free of any third party liens or encumbrances.

8.2 THE FOREGOING WARRANTIES ARE SUNDEW’S SOLE WARRANTIES, AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM ANY USE OF THE PRODUCTS AND ANY WARRANTY ARISING BY LAW, OUT OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR INDUSTRY STANDARD.

8.3 SUNDEW DOES NOT AUTHORIZE CUSTOMER OR ANY OTHER PERSON TO MAKE ANY WARRANTIES ON BEHALF OF SUNDEW AND NO WARRANTIES OR STATEMENTS OF ANY KIND BY CUSTOMER OR ANY OTHER PERSON SHALL BIND SUNDEW.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 SUNDEW SHALL INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM BREACH OF THE LIMITED WARRANTIES IN SECTION 8 AND PRODUCT LIABILITY CLAIMS UNDER APPLICABLE MANDATORY STATUTORY PROVISIONS WHERE IT IS ESTABLISHED THAT SUCH LIABILITY ARISES DIRECTLY FROM DEFECTS IN PRODUCTS WHEN USED IN ACCORDANCE WITH ITS INTENDED USE AND RELEVANT SAFETY DOCUMENTATION.

9.2 ANY ACTION BY CUSTOMER UNDER OR RELATING TO THESE TERMS OR ANY PRODUCTS SOLD BY SUNDEW MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION HAS ACCRUED. SUNDEWS LIABILITY FOR FAILURE TO FULFIL ITS OBLIGATIONS UNDER THE WARRANTY STATED HEREIN OR ANY OTHER LIABILITY UNDER OR IN CONNECTION WITH THIS CONTRACT OR ANY PRODUCTS SUPPLIED HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCTS AT ISSUE FOR THE PRECEEDING TWELVE (12) MONTHS.

9.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUNDEW SHALL NOT IN ANY EVENT BE LIABLE UNDER ANY CIRCUMSTANCES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY LOSS OF PROFIT, ANY LOSSES DUE TO DELIVERY DELAYS, ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING FROM THIS CONTRACT, ANY PRODUCTS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FAILURE TO REALIZE EXPECTED SAVINGS, ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

9.4 Customer shall hold harmless and indemnify Sundew from and against any liability, obligation, loss, damage, fees, fine, penalty, action, claim, judgment, settlement, proceeding, cost, expense and disbursement of any kind whatsoever, including all reasonable attorney’s fees, costs and expenses of defence, appeal, and settlement of any suits, actions or proceedings instituted against Sundew and all costs of investigation in connection therewith that may be imposed on, incurred by, or asserted against Sundew by a third party arising out of any order of products hereunder, except only if specifically covered by the above listed limited warranties and indemnification.

10. INTELLECTUAL PROPERTY RIGHTS (“IPR”)

10.1 The sale of products hereunder does not convey to Customer or any other person or entity, any right, title, license or other interest of any kind with respect to any IPR relating to the products, hereunder without limitation, patents, patent applications or trademarks, except that Customer shall have an implied non-exclusive, non-sublicensable license to Sundew owned and controlled IPR to use product bought from Sundew for the purpose stated in the product documentation unless Sundew notifies Customer otherwise.

10.2. Ownership of any IPR which may be developed or created by Customer through the use of the Products shall vest in the Customer.

11. FORCE MAJEURE

11.1 Sundew shall not be liable to Customer for any damages or failure to make delivery in respect of any orders accepted by Sundew for the production or sale of any products where such failure is due to fire, strike, labour trouble, power failure, inability to obtain raw materials, war, act of God, regulations of any governmental authority, incorrect, delayed or incomplete information provided by Customer or any cause or condition beyond the reasonable control of Sundew.

11.2 Further, the occurrence of any such circumstance shall operate to extend Sundews time of performance hereunder for a period not less than the period of delay caused by such circumstances. In the event of any such circumstance, Sundew may allocate its production and deliveries among its customers as it may decide in its sole discretion.

12. GOVERNING LAW - JURISDICTION

12.1 These Terms shall be construed and interpreted pursuant to the substantive laws of the country of the defendant without regard to any conflicts of law rules of any jurisdiction. The United Nations Convention on Contracts of the International Sale of Goods (CISG) shall not apply. The English wording of these Terms shall prevail.

13 DISPUTE RESOLUTION

13.1 Any dispute relating to the sale of products hereunder or the application or interpretation of these Terms shall be referred to ICC arbitration in the country of the defendant. The International Court of Arbitration shall exclusively determine whether Customer or Sundew is defendant for the purpose of this clause in the event of multiple claims and multiple arbitrations and shall exclusively decide on and ensure consolidation of related multiple claims and related multiple arbitrations into one arbitration based on the principle that related claims and arbitrations between Sundew and Customer hereunder shall be consolidated into the ICC arbitration that was formally commenced first, unless otherwise specifically agreed by Sundew and Customer.