Terms and Conditions of Purchase - Romania

General Terms and Conditions of Purchasing 

of Perplastic Compounding S.R.L. and their associated companies within the Westlake Group (hereinafter: the Customer) 

1. General Provisions 
2. The General Terms and Conditions of Purchasing below apply to any and all procurements by the Customer, regardless of whether they are purchases, work contracts etc. (hereinafter: Procurement); they apply to any and all contracts concluded in any form in the future with Vendors. Provisions agreed in specific contracts take priority over these General Terms and Conditions of Purchasing. The above provision applies solely to circumstances regulated by specific contracts. These General Terms and Conditions of Purchasing also apply to any and all circumstances for which no specific contract has been concluded. Specific contracts shall not be binding on the parties unless made in writing. 
3. These General Terms and Conditions of Purchasing apply exclusively; the Customer does not accept Vendor’s contrary or deviating terms and conditions unless the Customer has expressly acknowledged in writing their application. These General Terms and Conditions of Purchasing also apply even if the Customer has accepted delivery without reservation from the Vendor in the awareness of Vendor’s terms and conditions which are contrary to, or deviate from, these General Terms and Conditions of Purchasing. These General Terms and Conditions of Purchasing, together with the specific contract, constitute the entire agreement between the parties and supersede all prior agreements, negotiations or understandings, whether oral or written. 
4. Any and all agreements which have been concluded between the Customer and the Vendor shall be set down in writing in the specific contract. 
5. These General Terms and Conditions of Purchasing apply solely with respect to companies within the sense of the Companies Law no. 31/1990 and not with respect to consumers. 
6. Any and all deliveries and services shall be in compliance with the pertinent statutes, laws and regulations (hereinafter: Regulations). The above provision applies in particularly, but not solely, to Regulations related to safety (including Regulations related to safety in the supply chain such as AEO- F pursuant to Regulation (EU) no. 952/2013 laying down the Union Customs Code), occupational and plant safety, health protection and environmental protection. Any and all deliveries and services shall be in compliance with the Customer’s specifications and with the standards and bodies of rules the Customer has stipulated and must be performed on the basis of state-of-theart technology. 

The safety instructions given at the Customer site as well as those in work permits must be strictly observed and the safety and environmental instructions of the site security, safety and Customer personnel must be followed by Vendor employees. The Vendor represents and warrants that, for Vendor activities as well as Vendor equipment used in Customer areas, the Vendor has prepared appropriate hazard assessments in accordance with Law no. 53/2003 - Labor Code, Law No. 319/2006 on occupational safety and health and its application norms, as well as any other applicable enactments from a health and safety standpoint. The Vendor represents and warrants that its equipment is suitable and maintained for the job and that Vendor employees have the appropriate qualifications, trainings and medical assessments to carry out their tasks safely. Any hazards that may be posed by Vendor employees to third parties during their activities must be agreed in advance with the Customer supervisors. The safety-compliant performance of the activities of Vendor employees must be monitored by Vendor supervisors. Scaffolding may only be used by Vendor employees if a Vendor competent person has authorized its use on the scaffolding. Vendor shall immediately report Vendor injuries in Customer areas to Customer supervisors and participate in the incident investigations. 

6. As it is a company committed to the guiding principles of action based on corporate responsibility and environmentally sustainable development, the Vendor shall comply with the " applicable sustainability laws and regulations, as well as generally recognised sustainability standards or with comparable principles in the EU. 
7. All of the documentation, descriptions and plans that are required and usual in the trade are contained in each specific order and shall be provided by the Vendor to the Customer at no extra charge. Furthermore, the Vendor transfers and assigns to the Customer,  without any other additional remuneration other than the price paid in accordance with clause IV below, irrevocably, any and all rights (with the exception of copyrights) related to any and all work results  created, developed or produced by the Vendor in connection with the performance of the relevant Procurement under these General Terms and Conditions of Purchasing and/or the relevant specific contract concluded with the Customer. The Vendor grants and assigns to the Customer, without any other additional remuneration other than the price paid in accordance with clause IV below, a transferable, exclusive, assignable to any third party and unrestricted utilisation right for any and all types and in any form of utilisation to any and all work results protected by copyright, as of the date of their creation, for their entire period of legal protection and in any territory in the world. The modalities of use/exploitation of the works include (without limitation) the right to use the works for any purposes, including for commercial purposes, to reproduce and disclose the works to the public, to create derivative works (modify, translate, adapt, arrange or/in any way transform the works), to grant licenses to use, distribution or export licenses with respect to such. The Vendor indemnifies and holds harmless the Customer from and against any and all claims asserted with respect to the infringement of third-party intellectual property rights related to the exploitation of the work results. If and when intellectual property rights accruing to the Vendor before the entry into force of this contract are required for the exploitation of the work results, the Customer will receive, without any other additional remuneration other than the price paid in accordance with clause IV above, a transferable, sublicensable utilisation right to said rights. The Vendor will stipulate any such intellectual property rights in writing to the Customer immediately. 
8. The examination of plans, documentation or other services of the Vendor by the Customer shall not establish any co-responsibility on the part of the Customer; any such examination is without prejudice to any claims due to defects by the Customer. 
9. The Vendor is responsible for any and all deliveries and services performed by its subcontractors to the same degree as for its own deliveries and services. 
10. For the avoidance of doubt, the Vendor shall remain fully responsible towards the Customer for any loss of or damage during transport, handling and storage, irrespective of the involvement of any subcontractors or third parties engaged for the performance of its obligations.

2. Confidentiality 
3. The Vendor covenants to maintain confidentiality with respect to any and all business and operating secrets (such as pictures, drawings, calculations, specifications and other documentation) received from the Customer and to any and all knowledge and results (hereinafter: Information) acquired by the Vendor from this order; not to disclose any such secrets and Information to third parties; to utilise them solely for the performance of this order; and not to exploit them in any form, whether directly or indirectly, in whole or in part, under laws protecting intellectual property rights. This non- disclosure obligation shall survive the termination of the contract relationship. 
4. The Vendor will obligate its employees, legal representatives and vicarious agents to observe the same non-disclosure provisions. 
5. The non-disclosure obligations do not extend to any information which was in the public domain at the time of the disclosure by the Customer or which later entered the public domain through no action by the Vendor or which was legally disclosed to the Vendor by an independent third party who was not bound by a non-disclosure obligation. 
6. Delivery Period 
7. The delivery date shown in the order is binding.
8. The Vendor is obligated to notify the Customer without delay in writing if and when circumstances occur, or if and when it becomes aware of any such circumstances, that will prevent it from complying with the agreed delivery period or performance date. 
9. In the event of default of delivery, the Customer is entitled to statutory claims. In particular, the Customer is, among others, entitled to request damage compensation and to terminate the contract after the expiration of a reasonable remedy period. If and when the Customer requests damage compensation, the Vendor is entitled to prove to the Customer that the Vendor is not accountable for the breach of obligation. 
10. Prices - Terms and Conditions of Payment 
11. The price shown in the order is binding. Unless otherwise agreed in writing, the price includes all costs and charges up to delivery in accordance with INCOTERMS DDP (named place of destination) as most recently revised. The obligation to return the packaging is subject to a separate agreement. 
12. The Customer is able to process delivery documents and pay invoices solely if and when, as noted in the Customer's order, they include the order number stipulated therein; the Vendor is responsible for any and all consequences resulting from failure to comply with this requirement unless it can show that it is not accountable for the failure.
13. The Customer is entitled to offset claims and to retention rights in accordance with legal statutes. 
14. Examination for Defects - Liability for Defects 

15. If and when the transaction concerns the procurement of a product, the Customer is released from the obligation to examine the incoming delivery immediately to the extent that the defects are not obvious and immediately discernible by simple visual inspection.  For avoidance of doubt, the Customer’s failure to identify or notify 

    any apparent and/or hidden defects shall be without prejudice and will not limit the Customer’s statutory and contractual rights and remedies in respect thereof, including the right to invoke apparent and hidden defects in accordance with the provisions set out below. 

16. In the event of defects, the warranty period commences anew upon their remedy; this provision applies as well to parts that have a functional connection to the defective part and for which the possibility of damage as a consequence of the defective part cannot be excluded. 
17. If and when notification has been submitted in good time, the limitation period for the Customer's claims will be suspended as long as the Vendor has not definitively rejected the claims in writing. 
18. Place of performance in all cases is the site designated in the order for the Customer's acceptance of the goods or, in the case of delivery with installation, the site of utilisation. 
19. The Customer is obligated to examine the merchandise within a reasonable period of time to determine any non-conformities in quality and quantity. The complaint of defects shall be deemed submitted in good time provided that it is received by the Vendor within a period of 3 weeks beginning with the receipt of the goods or, in the event of hidden defects, beginning with their discovery. 
20. The Customer is entitled to statutory claims for defects without restriction; the Customer is entitled in each and every case to request from the Vendor, at the Customer's option, remedy of the defects or delivery of a new product. The right to damage compensation, in particular the right to damage compensation in lieu of performance, is expressly reserved. 
21. If and when the Vendor does not properly fulfil its obligation to remedy the defects (and has not justifiably rejected the remedy of defects); or if and when the Vendor seriously and definitively refuses the remedy of defects; or if and when the goods cannot be used as intended and immediate action is required; or if and when the remedy of the defect does not tolerate any postponement for any other reasons; the Customer is entitled to remedy itself the defect or to cause the defect to be remedied by a third party and to request reimbursement of the required expenditures from the Vendor. Legal statutes shall apply in all other respects. The above provisions are without prejudice to more extensive rights of the Customer arising from liability for defects or warranties. 
22. The limitation period amounts to 36 months unless legal statutes provide for a longer period, or compulsory provisions intervene. The applicable warranty period shall be 48 months. 
23. The Vendor bears the risk for damage and/or loss until the full (i) acceptance, in case of works and/or services, or (ii) delivery, in the case of products. If a handover has been agreed or is owed, and only parts of the service/work/products are handed over for use, the Vendor shall conduct a joint inspection with the Customer with respect to such partial handover/use. Neither such inspection nor any partial handover/use constitutes acceptance or delivery, as applicable. 
24. Retention of Title 
25. The Customer reserves title to any parts and/or materials that it may provide to the Vendor. Any processing or alteration by the Vendor is undertaken on the Customer's behalf. If and when the Customer's reserved goods are processed together with other objects not belonging to the Customer, the Customer acquires co-ownership of the new object as of the moment of its creation, in the ratio of the value of the Customer's item (purchase price, plus VAT) to the other processed objects at the time of the processing. 

26. If and when the object and/or materials provided by the Customer are inseparably mixed with other objects not belonging to the Customer, the Customer acquires co-ownership of the new object as of the moment of its creation and in the ratio of the value of the reserved goods (purchasing price, plus VAT) to the other mixed objects at the time of the mixing. If and when the mixing occurs in such a fashion that the Vendor's object must be regarded as the main object, it shall be deemed agreed that the Vendor conveys proportionate co-ownership to the Customer; the Vendor will safeguard the sole ownership or the co-ownership on the Customer's behalf. 

     

27. Liability 
28. The Customer shall be entitled to full compensation for any loss suffered as a result of non-performance. Such loss shall include both the actual loss incurred by the Customer and the profit of which the Customer has been deprived. In determining the extent of the loss, account shall also be taken of any expenses reasonably incurred by the Customer for the purpose of preventing or mitigating the loss. The Customer shall also be entitled to compensation for non-pecuniary damage. In all cases, the Vendor shall be liable both for losses which it foresaw or could reasonably have foreseen at the time of the conclusion of the agreement as a consequence of the non-performance, and for unforeseeable losses. 
29. If and when the Vendor is liable for product damage, it is obligated to indemnify and hold harmless the Customer from and against any and all third-party damage compensation claims. 
30. Within the scope of its liability for occurrences of damage or loss, the Vendor is also obligated to reimburse any and all expenditures which are incurred by or in relation to any recall action carried out by the Customer. The Customer shall, provided that it is possible and reasonable, notify the Vendor of the content and scope of the recall actions which must be carried out and give the Vendor the opportunity to submit a statement of its opinion. The above provisions are without prejudice to any other statutory claims of the Customer against the Vendor. 

The Vendor covenants to maintain a product liability insurance policy with a minimum sum insured of € 5 million per incident of personal injury/material damage - lump sum; this is without prejudice to any more extensive claims for damages to which the Customer is entitled. 

8. Venue - Place of Performance 
9. In the event of any dispute, the Customer can choose to file claims against the Vendor before the courts of the Customer’s or the Vendor’s domicile/headquarters, except where mandatory rules on exclusive jurisdiction of Romanian courts apply under the Romanian Civil Procedure Code. 
10. Governing law shall be solely and exclusively the law of Romania, excluding application of the UN CISG. The INCOTERMS as most recently issued by the ICC apply. 
11. Termination 
12. The agreements entered into by the Customer and the Vendor may be terminated in any of the following cases: 
    1. by parties’ mutual agreement; 
    2. by unilateral termination under the conditions mentioned under subclause IX.3 below; 
    3. by termination for default by any of the parties, under conditions mentioned under subclause IX.2 below. 
13. In case of failure by any of the parties to fulfil any of its obligations, the non-defaulting party shall notify the defaulting party in writing of the relevant breach and request that such breach be remedied within 30 (thirty) business days from receipt of the notice. If the defaulting party fails to remedy the breach within such period, the non-defaulting party shall have the right to terminate the agreement by a further written notice of termination. The agreement shall terminate on the date specified in the termination notice, without the need for any other legal formalities or court intervention. 
14. The Customer may unilaterally terminate the agreement concluded with the Vendor, at any time, at its sole discretion, by providing the Vendor with prior written notice of 15 (fifteen) days, no other formalities, court intervention being required. 
15. Assignment. Subcontracting 
16. The Vendor may assign this Agreement, in whole or in part, only with the prior written consent of the Customer. 
17. The Vendor may subcontract the performance of its obligations under the agreement only with the prior written consent of the Customer. Any subcontracting shall not release the Vendor from its obligations and liabilities under this Agreement, and the Vendor shall remain fully liable for all acts, omissions, defaults, and performance of its subcontractors as if they were the Vendor’s own. 
18. Data Protection 
19. These clauses apply in cases where the Vendor and the Customer process personal data as independent controllers (“the Parties”). 
20. Each Party processes the personal data disclosed by the other Party as a data controller, for managing the established relationship and providing the services specified in this agreement (including corresponding with the natural persons, representatives, or employees of the Parties) and for complying with applicable legal requirements. 
21. To the extent that a Party discloses personal data of collaborators, employees, and other natural persons to the other Party for or in connection with this agreement, the disclosing Party has the obligation to ensure that this disclosure is made in accordance with any applicable legal requirements, including informing and obtaining consent (if required by law), so that the other Party can process the received personal data for the purposes provided in this agreement without having to fulfill any formalities. 
22. The Customer informs data subjects about how their data is processed through  its privacy policy accessible at the link: https://www.westlake.com/privacypolicy, which is the document that the other Party must communicate to its collaborators, employees, and other affected individuals whose data are disclosed to the Customer. 
23. Miscellaneous 

The Vendor expressly accepts the provisions under of these General Terms and Conditions of Purchasing, in full awareness of their content, including clauses 7 and 10 under Section I, section II, clauses 1, 2, 3, 5, 7, 8, 9 of Section V, Section VII, Section VIII, Section IX, Section X.