ACI Terms and Conditions of Sale (Portugal)

General Terms and Conditions of Purchasing
of ACI - Automotive Compounding Industry, Unipessoal Lda., ICM - International Compounders Madeira, Unipessoal Lda. (Zona Franca Da Madeira) and their associated companies within the Westlake group (hereinafter: the Customer)

I. General Provisions

1. The General Terms and Conditions of Purchasing (hereinafter: the Terms and Conditions of Purchasing) below apply to any and all procurements by the Customer, regardless of whether they are purchases, work contracts, services or otherwise (hereinafter: Procurement); they apply to any and all contracts concluded in the future with Vendors with whom the Customer has an ongoing business relationship. The Terms and Conditions of Purchasing are deemed communicated to and accepted by the Vendor upon receipt of the Customer’s order or, at the latest, upon commencement of performance, in accordance with Decree-Law 446/85 of 25 October, as amended (the Portuguese Standard Terms Regime). Provisions agreed in specific contracts take priority over these Terms and Conditions of Purchasing. The above provision applies solely to circumstances regulated by specific agreement. These Terms and Conditions of Purchasing apply to any and all circumstances for which no specific agreement has been concluded. Specific agreements shall not be binding on the parties unless in writing.

2. These 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 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 Terms and Conditions of Purchasing.

3. Any and all agreements which have been concluded between the Customer and the Vendor shall be set down in writing in the contract.

4. These Terms and Conditions of Purchasing apply solely with respect to business-to-business transactions, i.e. where the Vendor acts in the exercise of a commercial or professional activity, and not with respect to consumers within the meaning of Article 2(1) of Law 24/96 of 31 July (Consumer Protection Act).

5. Any and all deliveries and services shall be in compliance with the applicable Portuguese and European Union pertinent statutes, administrative decisions, laws and regulations (hereinafter: Regulations). The above provision applies in particular, but not solely, to the Portuguese Labour Code (Law 7/2009 of 12 February, as amended), Regulations related to safety (Law 102/2009 of 10 September, which establishes the legal framework for the promotion of safety and health at work) and all other applicable legislation on occupational and plant safety, health protection and environmental protection. In particular, all deliveries and services shall comply with regulations concerning occupational health and safety,
workplace safety, use of work equipment (including Decree Law 50/2005 of 25 February relating to the minimum safety and health requirements for the use of work equipment) and regulatory requirements. 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-the-art technology.

6. The safety instructions notably, but not limited to, those 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. For the activities carried out by the Vendor as well as Vendor equipment used in Customer areas, the Vendor has prepared appropriate hazard assessments in accordance with the Law 102/2009 of 10 September and assures that adequate preventive and protective measures are implemented. All Vendor’s equipment used shall be suitable and maintained for the intended tasks in accordance with the applicable legal requirements, in particular those set out in Decree-Law 50/2005 of 25 February. Vendor employees have the appropriate qualifications, have received adequate and appropriate information and training in occupational health and safety and have undergone the legally required medical assessments to carry out their duties 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. The use of scaffolding and any other work equipment for work at height shall only be used by Vendor employees where such equipment complies with the applicable legal requirements and has been duly inspected and authorized by a Vendor competent person. Vendor immediately reports Vendor work-related accidents or incident involving Vendor employees in Customer areas to Customer supervisors and participate in the incident investigations.

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, Customer shall own, any and all rights (with the exception of copyrights) related to any and all work resulting from the performance of the relevant order (Procurement) under these Terms and Conditions of Purchasing. The Vendor grants to the Customer, a transferable utilisation right for any and all types of utilisation to any and all work results protected by copyright. No additional payment in relation to the price shown in the order is due for the rights granted in this section. 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 the relevant order (Procurement) are required for the exploitation of the work results, the Customer will receive, 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. The Customer waives the SLVS (shipping, logistics and storage insurance). The Vendor shall maintain, at its own cost, throughout the term of any Procurement, all insurance policies required by applicable Portuguese law, including employers’ liability insurance (seguro de acidentes de trabalho) pursuant to Law 98/2009 of 4 September and general third-party liability insurance with coverage adequate to the nature and scope of the Procurement.

11. For the purposes of these Terms and Conditions of Purchasing, “Westlake group”, means Westlake Corporation, as ultimate parent company, together with any legal entity which, at the relevant time, directly or indirectly controls, is controlled by, or is under common control with Westlake Corporation, within the meaning of applicable corporate and accounting law.

II. Confidentiality

1. The Vendor covenants to maintain strict confidentiality with respect to any and all business and operating secrets (such as pictures, drawings, calculations, specifications, know-how, trade secrets 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 or industrial property rights. This non-disclosure obligation shall survive the termination or expiry of the contract relationship. The Vendor shall implement appropriate technical and organisational measures to protect the confidentiality of the Information, including physical and electronic access controls.

2. The Vendor shall ensure that its employees, legal representatives and vicarious agents are bound by confidentiality obligations no less restrictive than those set forth herein and shall be responsible for ensuring compliance therewith.

3. The non-disclosure obligations do not extend to any information which (i) was in the public domain at the time of the disclosure by the Customer, (ii) later entered the public domain through no fault or action by the Vendor, or (iii) was legally disclosed to the Vendor by an independent third party who was not bound by a non-disclosure obligation.

III. Delivery Period

1. The delivery date or delivery period shown in the order is binding.

2. 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. In the event of default of delivery, the Customer is entitled to statutory claims, including without limiting under the Portuguese Civil and Commercial Codes, and Decree-law no. 62/2013, 10 May. In particular, the Customer is entitled to request damage compensation in lieu of performance and to rescind the contract (resolução) after fruitless expiration of a reasonable period, without prejudice to a claim for any losses and damages. Without prejudice to the foregoing, in the event of a delay in delivery exceeding ten (10) working days, the Customer may, at its sole discretion, impose apply a contractual penalty (cláusula penal) of 0.5% of the total order value per each commenced week of delay, up to a maximum of 5% of the total order value, without prejudice to the Customer’s right to claim further damages exceeding the penalty amount, in accordance with Article 811(2) of the Portuguese Civil Code. If and when the Customer requests losses and damage compensation the Vendor bears the burden of proving that it is not accountable for the breach of obligation.

IV. Prices - Terms and Conditions of Payment

1. The price shown in the order is binding. Unless otherwise agreed in writing, the price includes 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.

2. 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.

3. The Customer is entitled to offset (compensação) any amounts owed to the Vendor against any claims the Customer may have against the Vendor, whether arising under the same or a different contract, in accordance with Articles 847 et seq. of the Portuguese Civil Code. The Customer is also entitled to exercise retention rights (direito de retenção) pursuant to Articles 754 et seq. of the Portuguese Civil Code.

V. Examination for Defects - Liability for Defects

1. 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.

2. In the event of defects, the statutory limitation 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.

3. If and when notification has been submitted in good time, Vendor must respond within ten (10) calendar days at the latest; otherwise, the Vendor will be deemed not interested in performing and the Customer may resort to the remedies provided by law and these terms and conditions.

4. 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.

5. The Customer is obligated to examine the merchandise within a reasonable period of time to determine any aberrations 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 thirty (30) calendar days beginning with the receipt of the goods or, in the event of hidden defects, beginning with their discovery, in accordance with Article 916 of the Portuguese Civil Code.

6. The Customer is entitled to statutory claims for defects without restriction. The Customer is entitled, at the Customer's option, to request from the Vendor, remedy of the defects or, if in the case of impossibility, the delivery of a new product. The right to damage compensation, in particular the right to damage compensation in lieu of performance, is expressly reserved.

7. If and when the Vendor does not properly fulfil its obligation to subsequent performance (and has not justifiably rejected the subsequent performance) after being notified to do so; or if and when the Vendor seriously and definitively refuses the subsequent performance; or if and when the subsequent performance has failed; 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.

8. The limitation period amounts to thirty-six (36) months unless legal statutes provide for a longer period, beginning at the time of the passing of risk, unless compulsory provisions of Articles 913 to 920 of the Portuguese Civil Code intervene.

9.The Vendor bears the risk for accidental damage and accidental loss of any and all services to be performed under the relevant order (Procurement) until acceptance or delivery. If and when a handover has been agreed or is owed, it is agreed that, in a case in which only parts of the work are handed over for utilisation, the Vendor will conduct an inspection jointly with the Customer with respect to the partial utilisation/handover. Neither the inspection nor the partial utilisation/handover constitutes an acceptance. It serves solely and exclusively to determine the status of the production and
the possible tracking of any damage that may occur later. If and when the Customer uses part of the work before its acceptance, the Vendor is not liable for any loss or damage for which the Customer is accountable. The Customer bears the risk for normal wear and tear and any other risks resulting from the Customer's utilisation.

VI. Retention of Title

1. 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 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.

2. 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 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.

VII. Liability

1. The statutory provisions apply.

2. If and when the Vendor is liable for product damage, it is obligated upon first request to indemnify and hold harmless the Customer from and against any and all third-party loss and damage compensation claims to the extent that the cause is within its control and organisation and it is itself liable in its relationship to third parties.

3. Within the scope of its liability for occurrences of damage or loss, the Vendor is also obligated, pursuant to Articles 468, 1167 of the Portuguese Civil Code or to Articles 490, 497 and 524 of the Portuguese Civil Code , 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.

4. 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.

5. The Vendor shall be liable for any and all losses and damages (including direct, indirect and consequential damages) caused to the Customer as a result of the Vendor’s breach of contract, negligence, wilful misconduct (dolo) or gross negligence (culpa grave), in accordance with Articles 798 et seq. of the Portuguese Civil Code. The limitations on liability set forth in Article 809 of the Portuguese Civil Code shall apply.

VIII. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under the contract to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party promptly notifies the other party in writing of the nature and expected duration of the event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, strike, lockout, riot, governmental action, embargo, power failure, or natural disaster. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable. If a Force Majeure Event continues for more than ninety (90) calendar days, the Customer may terminate the affected order or contract by written notice without liability.

IX. Termination

Without prejudice to any other rights or remedies available to the Customer under these Terms and Conditions of Purchasing or at law, the Customer may terminate any Procurement order or contract, in whole or in part: (a) for convenience, by giving the Vendor at least thirty (30) calendar days’ prior written notice; (b) with immediate effect, if the Vendor commits a material breach of any of its obligations under the contract and, where such breach is capable of remedy, fails to remedy the same within fifteen (15) calendar days of receipt of written notice specifying the breach; or (c) with immediate effect, if the Vendor undergoes a change of control or assigns or attempts to assign the contract without the Customer's prior written consent. In the event of termination for convenience pursuant to sub-paragraph (a), the Customer shall pay the Vendor for deliveries or services duly performed and accepted prior to the effective date of termination but shall have no further liability to the Vendor.

X. Assignment and Subcontracting

1. The Vendor may not assign, transfer, pledge or otherwise dispose of the contract or any rights or obligations thereunder, in whole or in part, without the prior written consent of the Customer. The Customer may freely assign the contract or any rights or obligations thereunder to any company within the Westlake group or to any successor entity. Any such assignment shall become effective exclusively upon notification to the Vendor, identifying the respective Westlake group company to which the contract and/or the relevant rights and obligations have been assigned.

2. Any purported assignment by the Vendor without the Customer’s prior written consent shall be null and void. Subcontracting by the Vendor of any part of the Procurement shall require the Customer’s prior written consent and shall not relieve the Vendor of any of its obligations under the contract.

XI. Miscellaneous

1. If any provision of these Terms and Conditions of Purchasing is or becomes invalid, illegal or unenforceable under the applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, in accordance with Article 292 of the Portuguese Civil Code. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic intent and purpose of the invalid provision.

2. No failure or delay by the Customer in exercising any right, power or remedy under these Terms and Conditions of Purchasing shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.

XII. Venue – Applicable law

1. If and when the Vendor is a merchant, the Customer's headquarters shall constitute a cumulative (non-exclusive) venue, without prejudice to any other competent venues under applicable law. The Customer shall also be entitled to bring proceedings before the courts of the Vendor’s domicile.

2. Proper law shall be solely and exclusively the law of Portugal, excluding application of the UN CISG. The INCOTERMS as most recently issued by the ICC apply as trade clauses.
Guarda, April 2026