GENERAL SALES CONDITIONS

Article 1 - Applicability

The present sales conditions apply to all offers of Wolf Oil Corporation N.V., Wolf Oil Corporation B.V., Wolf Oil Corporation S.R.L., and Wolf Oil Corporation France SAS   (hereafter WOC) and all agreements

concluded between WOC and other parties. These general conditions can only be deviated from by way of an

explicit written agreement. The mere referral by the other party to its own general (purchasing) conditions

does not meet this obligation.

Article 2 – Orders

All orders shall only become final upon written confirmation of the order by WOC. Any change during the execution of the order or any additional order must be accepted and confirmed by WOC. A confirmed order cannot be canceled and the sales price for the confirmed order will be due.   

Article 3 - Prices

All prices are exclusive of VAT and inclusive of packaging. Costs for transport and other additional costs are

established according to the agreed upon Incoterms and/or the respective transport contracts.

Article 4 - Delivery modalities

Indicated delivery terms are merely given by way of indication and any exceeding of them does not entitle

the other party to any compensation for damage, nor does it entitle the other party to dissolve the

agreement. Deliveries take place according to the contracts concluded between WOC and the other party.

The delivery conditions are mentioned clearly on the front of the invoice.The risk of storage, loading,

transport and unloading is established between WOC and the other party according to the agreed upon

delivery conditions. Both parties must contract adequate insurance cover for the above-mentioned risks in

accordance with the agreed upon delivery conditions. As for complaints and/or flaws, distinction is made

between complaints that refer to a fault in the delivery or to the quality of delivered products and complaints

in connection with damage to or loss of goods during transport. The inspection of delivered goods, both as to

its outer appearance and quantity, must be done upon their reception. Upon establishing visible damage,

this must be mentioned on the waybill and be initialled by the conveyor. The other party will present the

waybill with the comment and a written statement within 24 hours to WOC and - depending on the sales

conditions - to its own insurer or, as the case may be, to the insurer of WOC if the complaints are in

connection with damage to or loss of goods during transport. As for non-visible damage to goods and/or the

loss of goods during transport, the other party must file a complaint with the conveyor (mentioning the

established damage and declaring the conveyor in default) within the terms set according to the

transportation modalities, being 7 days after the reception of the goods upon a road transport and 3 days

after the reception of the goods upon a transport by sea, and, subsequently, depending on the sales

conditions, turn to its own insurer or, as the case may be, the insurer of WOC.

Article 5 - Warranty

As for complaints referring to a fault in the deliveries or to the quality of the delivered products, these flaws

must be communicated in writing to WOC within 24 hours after their discovery. These flaws, which upon a

careful inspection at the time of the delivery could not be detected and are reported in writing within 24

hours after their discovery, are warranted by WOC. This warranty is limited to 6 months after the delivery of

the concerned goods, after which WOC can no longer be held accountable. Barring deliberate acts, this

warranty is in all events limited to the replacement of defective goods, excluding any compensation for

potential damage on account of these flaws. A financial compensation will but be granted if the goods cannot

be replaced; in such event, the compensation granted by WOC will be limited to the amounts invoiced for the

defective goods. Under no circumstances, complaints will be accepted prior to the full payment of the sales

price, including the part to which the complaint refers.

Article 6 – Return

WOC does not accept any returns of the delivered products. Only in exceptional cases, which will be assessed by WOC on a case-by-case basis, and only with the prior consent of WOC, products can be returned. In the event of a return of products, a fixed amount of 10% of the order to which the return of the products relate will be charged to the buyer.

Article 7 - Invoicing and payment

All invoices are payable in Hemiksem. All invoices are payable in cash upon delivery unless it has been

agreed upon otherwise. For lack of timely and full payment of the invoice, post-maturity interests of 12% on

the unpaid invoice amount will be legally due, without prior notice, as from the date of maturity. In addition,

a fixed compensation amounting to 15% of the unpaid invoice amount, with a minimum of 125.00 , will be

due, legally and without prior notice.

Any invoice that has not been contested by the buyer within 8 calendar days of the date of receipt of the invoice, shall be considered definitively accepted.

Article 8 - Reservation of title

Goods delivered by WOC will remain WOC's property until the other party has met all its obligations resulting

from the agreement concluded with WOC. All related risks, however, will be transferred to the other party as

from the moment that the sold goods have been delivered to it. The other party commits itself to keep

unpaid goods to which this reservation of title applies clearly separated and properly identified.

Article 9 - Dissolution

WOC reserves the right to dissolve the agreement without court order and without prior notice if the other

party does not comply with any of its essential obligations, such as the reception of goods and the payment

of invoices. In such event, the customer will be due a fixed compensation amounting to 35% of the

corresponding purchasing price.

Article 10 - Force majeure

Any force majeure event or accident will legally release WOC from all its obligations, without the other party

being entitled to compensation for damage. To the extent that WOC depends on other parties for its

deliveries, this exoneration clause also applies to force majeure or accidents with its suppliers. Within the

scope of these general sales conditions, force majeure is to be understood as any circumstance that is not

due to a deliberate act or fault from the part of WOC and as a result of which the execution of the agreement

has become impossible or is impeded or delayed. If such force majeure situation lasts longer than two

months, both parties will be entitled to terminate the agreement without any compensation for damage

being due. If for causes for which WOC cannot be held accountable, WOC cannot possibly meet all its

obligations towards its customers, it will be entitled to proceed with the proportional distribution of its goods

among its customers; in such event, the other party will be compelled to accept such partial delivery without

being entitled to any compensation for damage.

Article 11 - Applicable law - Competent courts

Belgian law is applicable. All disputes, if any, will be settled by the courts of Antwerp, section Antwerp.