LBB Specialties LLC Terms and Conditions of Purchase

Revision March 2026

1. General

These general terms and conditions of purchase (“General Conditions”) are applicable to every offer, quote, purchase order, order confirmation, invoice, or agreement between LBB Specialties LLC and its affiliates (“LBBS”) and the supplier (“Supplier”) of products hereunder (“Products”), unless otherwise agreed in writing between the Parties. In the event of any conflict between these General Conditions and any more specific conditions agreed in a separate writing between the Parties (“Specific Conditions”), the provisions of the latter shall prevail. The General Conditions and any Specific Conditions shall hereinafter jointly be referred to as the “Agreement”. By the receipt of any Products by LBBS from Supplier, Supplier renounces in full the application of its own general terms and conditions of sale, which are rejected by LBBS and LBBS hereby rejects any additional or different terms or conditions proposed by Supplier, whether or not contained in any of the Supplier’s business forms, and such additional or different terms will be of no effect. LBBS and Supplier are herein referred to jointly as “Parties” or individually “Party”

2. Delivery

2.1 Delivery takes place F.O.B (INCOTERMS® 2020), the Supplier’s shipping point, unless otherwise expressly agreed in the Specific Conditions. (“Delivery”). LBBS agrees to inspect all Product as it is unloaded at LBBS’ storage facilities and if transit damage has occurred, LBBS will substantiate the claim with the carrier on the Bill of Lading and/or freight receipt.
2.2 Time is of the essence with respect to the Delivery by the date set in the Specific Conditions. Supplier will use commercially reasonable efforts to fulfil each order set for such confirmed Delivery date and to avoid or limit delays.

3. Title and Risk of Loss

3.1 Title and risk of loss for all Products purchased by LBBS will pass to LBBS upon Delivery, however, Supplier shall be responsible for proper packaging of all Products to be delivered to LBBS to avoid any damage or contamination during shipment.

4. Protection from Liens

4.1 Supplier shall timely pay and discharge all claims to its suppliers and subcontractors associated with the Products and shall allow no lien, claim or charge (“Charges”) to become fixed upon any property of LBBS. Supplier shall defend, indemnify and hold harmless LBBS against any and all such Charges. In the event of any such Charges, LBBS shall have the right to withhold payment from Supplier of an amount sufficient to satisfy such Charges together with all expenses, costs, or legal fees related thereto. Supplier hereby waives and releases LBBS from all claims, demands, liens, security interest and other rights of every kind and character that Supplier now holds or may acquire in, on or against the property of LBBS now owned or hereafter acquired.

5. Price and Payment Terms

5.1 Prices are as quoted in latest documentation given to LBBS prior to shipment. Prices are not subject to change prior to shipment. All prices are FOB Supplier’s shipping point unless otherwise indicated.

5.2 Unless otherwise agreed in the Specific Conditions, Suppliers’ invoices are payable within 30 calendar days from the date of Delivery, including any costs, taxes, duties or other levies. Any objection to an invoice may be communicated by LBBS via mail within 15 calendar days following receipt of the invoice.

6. Warranties

6.1 Supplier hereby represents and warrants that it is legally authorized to sell and deliver the Product and that the Product supplied will be: (a) in strict conformance with the specifications set forth in the Specific Conditions and all applicable performance standards; (b) merchantable and free from defects in material and workmanship; (c) fit for the purpose contemplated by LBBS; and (d) produced in compliance with all applicable laws, rules and regulations. Supplier further represents and warrants that the use or sale of the Product will not infringe upon third-party patent or other intellectual property right.
6.2 LBBS shall make all claims that the Product does not meet the warranty above in writing to Supplier within 30 days following LBBS learning about such claim. Supplier shall refund LBBS for the purchase price of any Product that does not meet the warranty above, including transportation charges within 30 days of such notice from LBBS. In addition, Supplier shall indemnify, defend and hold LBBS, its affiliates, agents, employees, officers, directors and customers harmless from and against any and all actions, losses, claims, fines , penalties damages, liabilities and settlements as well as costs and expenses (including reasonable attorney’s fees) related to the defense of the above, which may be asserted against LBBS or to which LBBS may hereafter be subject to by reason of (i) Supplier’s suppling LBBS with defective or non-conforming Product or (ii) patent infringement or other violations of intellectual property rights, and which arises out of or is in any manner connected with the Agreement.

7. Indemnity

7.1 Except where LBBS is proven to be negligent in a final non appealable judgment by a court, Supplier agrees to indemnify, defend and hold LBBS harmless from and against all damages, causes of action, claims, liabilities, penalties, personal injuries (including death), environmental damages and tangible property damage caused by Supplier’s or its Representatives’ negligence, strict liability, breach of warranty, breach of this Agreement or fault, omissions and willful or wanton conduct arising from its performance of this Agreement. Supplier’s indemnification obligation under this Agreement, including paragraphs 6.2 and 7.1 shall survive the termination of the Agreement. IN NO EVENT SHALL LBBS BE LIABLE FOR ANY INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE OR ANY SIMILAR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF HOW CAUSED OR REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY OR RECOVERY ASSERTED.

8. Compliance with Laws and Regulations and Anti-bribery and Export Control

The Parties agree to comply with all applicable international, federal, state, local or other laws, statutes, ordinances and regulations as they affect their respective obligations hereunder. When conducting business with LBBS, the Supplier shall, and shall cause its directors, officers, employees, agents and representatives (the “Representatives”) to comply with all applicable anti-bribery legislation and any local or international export control regulations and that Supplier shall not undertake any action that would cause LBBS to violate such legislation or regulations. In particular, the Supplier and its Representatives shall refrain from (i) making any payments or give other inducements which are considered as a bribe or facilitation payment and (ii) infringing any diplomatic, economic or military sanction or restrictive measure imposed on certain countries, individuals or entities by any governmental department or agency of the United States of America. If Supplier should learn of, or have reason to know of, any violations of such legislation or regulations in connection with the performance of this Agreement, Supplier shall immediately notify LBBS in writing.

9. Force Majeure

LBBS shall be legally released of, and not obliged to comply with, any obligation vis-à-vis the Supplier in case of an event of force majeure including but not limited to: war, explosion, fire or flood, protests, riot, civil commotion, acts of terrorism, governmental actions, lock-outs, traffic circulation problems, strikes or other industrial action, import or export restraints, supply chain disruption, embargo, pandemics, epidemics, equipment damages, as well as similar circumstances that affect LBBS’ ability to receive the Product or to fulfil its onward sales. During such event of force majeure, the obligations on the part of LBBS are suspended for a period equal to the period during which the event of force majeure exists.

10. Termination

LBBS has the right to rescind the Agreement or as the case may be, to terminate the Agreement with the Supplier at any time, with immediate effect, without prior notice and without compensation: (i) in case the Products are seized by a third party due to acts or inactions by Supplier; (ii) in case of breach by the Supplier of one or more of the obligations arising from this Agreement in case the breach has not been remedied within 7 calendar days following a written notice by LBBS; (iii) in case of a breach by the Supplier or its Representative(s) of any of the obligations set out in paragraph 8, (iv) if the Supplier enters into any composition or similar general arrangement (formal or informal) with its creditors or is or threatens to be unable to pay its debts, is subject to a procedure of judicial reorganization or bankruptcy, has a receiver or administrator appointed in respect of its undertaking, assets or income or any part thereof, has passed a resolution for its liquidation, or a request is filed or an order is made by any court for its liquidation or for its administration; or (v) if the Supplier ceases to trade regarding the Products. In case of termination, LBBS likewise reserves the right to claim compensation for all costs, interests and damages incurred by LBBS. The rights and obligations under Paragraphs 5 through 13 will survive the cancellation, termination or expiration of this Agreement.

11. Confidentiality

The Supplier acknowledges that in the course of the performance of its Agreement it may have access to confidential or proprietary information of LBBS, including product pricing and LBBS’ interest in specific products and technical or business information which Supplier may learn, observe or otherwise obtain concerning LBBS incident to Supplier’s performance under this Agreement. Such “Confidential Information” will: (i) remain the sole and exclusive property of LBBS and will not be used by the Supplier for any purpose other than the discharge of the Supplier’s obligations hereunder and (ii) for the duration of this Agreement and for three years following the termination, such Confidential Information is not to be disclosed to any other person or entity, unless Supplier obtains express written permission from LBBS to do so or unless required by law.

12. Miscellaneous

12.1 The Agreement constitutes the entire agreement between the Parties. The Supplier acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of LBBS which is not set out in the Agreement.
12.2 In the event that any one or more of the provisions of the Agreement, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed in the manner which reflects as closely as possible the provision which has become ineffective.
12.3 Failure or delay by LBBS in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
12.4 Any waiver by LBBS of any breach of, or any default under, any provision of the Agreement by the Supplier will not be deemed to be a waiver of any subsequent breach or default.
12.5 The Supplier may not assign any of its rights or obligations under this Agreement without the prior written consent of LBBS. LBBS may assign any of its obligations under this Agreement to any of its affiliates, successor or a purchaser of all or substantially all of the assets to which a LBBS’s performance under this Agreement relates, without Supplier’s consent.
12.6 Nothing herein shall at any time be construed to create the relationship of an employer and employee, partnership, principal and agent, or joint venture between the Parties. A Party shall have no right or authority and shall not attempt to enter into any contract, commitment, or agreement, or incur any debt or liability of any nature, in the name of or on behalf of the other Party.
12.7 This Agreement is for the sole benefit of the Parties and their successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the Parties and such successors and permitted assigns, any legal or equitable rights hereunder.

13. Applicable Law and Jurisdiction

13.1 All Agreements as well as all other agreements that result therefrom, are exclusively governed by the laws of the state and/or province identified in the address for the LBBS entity in the Specific Conditions, without regard to choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.2 All disputes arising out of or in connection with the Agreement as well as all other agreements that result there from, shall be exclusively submitted to the courts of the state identified in the address for the LBBS entity identified in the Specific Conditions.