TERMS OF PURCHASE

The following Terms of Purchase apply to all purchases of Goods (as hereinafter defined) by ITOCHU Chemicals America Inc. (“Buyer”) from any third party (“Seller”), unless otherwise specified on the face of a purchase order and agreed upon in writing by Buyer:

1. ACCEPTANCE. The attached purchase order constitutes an offer on the part of Buyer to Seller to purchase the goods specified on attached purchase order (the “Goods”), upon the Terms of Purchase (“Terms”) stated herein. Performance of any order must be in accordance with these Terms and is hereby expressly limited to these Terms. These Terms represent the entire agreement between the parties concerning the matters addressed in these Terms and supersedes all prior or contemporaneous discussions, negotiations, representations, warranties and agreements concerning the matters addressed in these Terms. Any provisions proposed by Seller, whether on its confirmation, invoice or other documentation, are not binding to Buyer unless Buyer expressly accepts Seller’s provisions in a written contract signed by Seller and an officer of Buyer. The purchase order is not binding on Buyer until Seller accepts the purchase order by providing a written confirmation to Buyer within two (2) business days of Buyer's issuance of the purchase order. Buyer is not obligated to any minimum purchase or future purchase obligations under any order.

2. PRICE AND PAYMENT TERMS. The price of the Goods is the price stated in the purchase order. Unless otherwise specified in the purchase order, the price includes all fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Buyer. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced and undisputed amounts due to Seller within 120 days after the later of (i) Buyer's receipt of such invoice and (ii) the bill of lading date. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.

3. PACKAGING AND SHIPPING. Seller shall be responsible for arranging the shipping of the Goods to Buyer. Seller shall pay all costs of carriage and insuring the Goods in transit to the delivery point. Unless otherwise specified in the purchase order, the price includes all insurance, customs duties, packaging, and transportation costs to the delivery point. Unless the attached purchase order states otherwise or unless consented to by Buyer in writing, no charge shall be made for packing, crating, drayage or other similar costs. Goods shall be packaged to ensure against damage from weather and transportation. Each container must be marked to show order number and a packing sheet showing order number must be included in each shipment. Original bill of lading, or other shipping receipt, for each shipment shall be promptly forwarded by Seller. Title passes to Buyer upon delivery of the Goods to the destination specified by Buyer. Risk of damage and loss to any shipment shall remain with Seller until delivery of the Goods to the destination specified by Buyer.

4. DELIVERY. Time and rate of deliveries are of the essence of this order. Shipments must be made as per Buyer’s delivery schedule, and the dates shown are delivery dates due at destination and not shipping dates. If Seller is unable to meet the delivery dates shown on the order, Seller shall promptly notify Buyer (within one (1) business day of receiving the order). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer, in its sole option, may: (a) agree in writing to a different Delivery Date; or (b) terminate the Order immediately, without liability to Seller, by providing written notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense, and Seller shall redeliver such Goods on the Delivery Date. Buyer may from time to time change delivery schedules or direct temporary suspension of scheduled shipments. Buyer will have no liability for payment for Goods, material or items delivered to Buyer which are in excess of quantities specified unless Buyer consents in writing to purchase such excess quantities. Seller shall be fully liable for any damage to real or personal property and injury to any person during the shipment or delivery of the Goods.

5. INSPECTION, CANCELLATION AND TERMINATION. Goods purchased hereunder are subject to inspection and approval by Buyer. Buyer reserves the right to reject all or any portion of the Goods provided by Seller and cancel this order in its entirety or in part without liability, in the event of defects in material, equipment, workmanship, or quantity or quality of problems with the Goods delivered or if Goods are not in accordance with approved drawings, samples or specifications, or instructions given in connection therewith, or if there is delay in performance or delivery. Goods rejected will be returned to Seller at Seller's expense and Seller shall promptly refund to Buyer any payments made for such rejected Good. Payment for any article hereunder shall not be deemed an acceptance thereof. Buyer reserves the right to purchase substitute goods elsewhere and charge Seller with any excess reprocurement costs incurred. Also, Buyer reserves the right to cancel this order any time as to Goods or items not yet shipped, without liability. Buyer may also cancel the order in the event of any of the following: insolvency of Seller; the filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankruptcy if it is not vacated within thirty (30) days from the date of filing; the appointment of a receiver or trustee for Seller if such appointment is not vacated within thirty (30) days from the date of such appointment, or the execution by Seller of an assignment for the benefit of creditor(s).

6. WARRANTY. Seller represents, warrants and covenants to Buyer that the Goods and any other goods, items or materials ordered from Seller under any purchase order will (i) conform to applicable specifications, drawings, samples and/or other descriptions; (ii) comply with all national, federal, state and local laws, rules and regulations; (iii) be free from defects in workmanship, material and design; (iv) be merchantable; (v) be fit and safe for their intended purpose; (vi) not infringe the intellectual property rights of any third-party and (vii) be free and clear of all liens, security interests or other encumbrances. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods, material or items with the foregoing warranties. If requested by Buyer, Seller shall furnish certifications of origin as requested by Buyer.

7. CHANGES IN DRAWINGS OR SPECIFICATIONS. With respect to orders which are made to Buyer's drawings and/or specifications, Buyer shall have the right to make changes in such drawings and specifications prior to manufacture. If any such change causes a price increase or decrease or change in delivery schedule, Seller shall promptly inform Buyer in writing of the changed price and/or delivery schedule so that Buyer can make an informed decision whether to pursue such change to such specifications.

8. COMPLIANCE WITH LAWS. Seller represents, warrants and covenants to Buyer that in the performance of any purchase order it will comply with all requirements of all federal, state and local laws and regulations. Seller agrees to defend, indemnify and hold harmless Buyer against any loss, cost, damage or liability resulting from Seller's non-compliance.

9. INDEMNIFICATION. Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company, their subsidiaries, affiliates, successors or assigns, and their respective directors, officers, shareholders, managers, members, advisors and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including, but not limited to, attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or occurring in connection with the Goods or Seller's negligence, willful misconduct, or breach of the Terms or any purchase order. Seller shall not enter into any settlement without Buyer's or, as applicable, another Indemnitee's prior written consent.

10. FORCE MAJEURE. In addition to any reasons for suspension or cancellation permitted under these Terms or under applicable law, Buyer reserves the right at its option and without liability either to direct suspension of the delivery or to cancel any purchase order, in whole or in part, at any time where such suspension or cancellation is caused by government order or other requirements (including those of the country of ultimate resale destination), embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation or storage facilities, strikes or other labor disruption, accidents at plant of Buyer, weather or other acts of God, export or import tariff changes or restrictions (including those in the country of ultimate resale destination), or other law or regulation or other contingencies beyond the control of Buyer.

11. INSURANCE. Seller shall, at its own expense, maintain and carry in full force and effect with financially sound and reputable insurers, insurance of such types and with limits reasonably adequate to cover any liabilities arising out of Seller’s obligations under any transaction. Seller’s insurance shall have policy limits, deductibles/retentions and other terms and conditions appropriate to the conduct of its business. Seller shall provide Buyer with thirty (30) days' advance written notice in the event of a cancellation or material change in such insurance policy.

12. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, or purchase orders disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is confidential, and is to be used by Seller solely for the purpose of fulfilling Buyer’s purchase order and may not be disclosed by Seller to any third parties unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section, without the need to post any bond. This Section shall not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

13. ASSIGNMENT. Seller shall not assign or delegate any of its rights or obligations under these Terms or any purchase order, without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Seller of any of its obligations hereunder.

14. RELATIONSHIP OF THE PARTIES. The relationship between Buyer and Seller is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from these Terms.

15. CUMULTIVE REMEDIES. The rights and remedies under each purchase order are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. Notwithstanding the foregoing, the parties intend that, if Buyer terminates any purchase order in accordance with Sections 4 and 5, Seller's sole and exclusive remedy is the right to payment for the Goods received and accepted by Buyer.

16. WAIVER AND SEVERABILITY. No waiver by any party of any of the provisions of the purchase order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the purchase order, no failure or delay in exercising any right, remedy, power, or privilege arising from the purchase order shall operate or be construed as a waiver thereof. If any term or provision of the purchase order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the purchase order or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. GOVERNING LAW AND VENUE. All disputes arising out of or in connection with these Terms or any purchase order, including any question regarding its existence, validity or termination, shall, where possible, be resolved amicably through parties’ negotiations. In the event that parties are unable to resolve any dispute after thirty (30) days of amicable negotiation, Buyer may submit such dispute to binding arbitration, to be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules, then in force, which rules are deemed to be incorporated by reference in this clause. The arbitration shall be conducted in New York, New York. The language of the arbitration shall be English. This contract shall be governed by and construed in accordance with the law of the State of New York, without regard to conflict of law principles. The United Nations Convention on contracts for the International Sale of Goods shall not apply to this contract.