1. DEFINITIONS AND SCOPE 

1. 1.1  These General Terms and Conditions of Purchase (“Terms”) apply to every Purchase Order (“PO”) issued by BloomchemAG BV or BloomchemAG Private Limited (“BLOOMCHEMAG”) to any supplier (“SUPPLIER”), to the exclusion of any terms and conditions of SUPPLIER, whether printed on a Sales Confirmation, invoice, or otherwise, unless expressly accepted in writing by BLOOMCHEMAG for the specific transaction. 
2. 1.2  Where a PO incorporates a Special Conditions / shipping and routing rider (as BLOOMCHEMAG customarily issues for ocean, tank, and inland transport arrangements), that rider forms part of the Contract and is read together with these Terms. In the event of conflict, the rider prevails on operational/logistics matters (carrier selection, free time, labelling); these Terms prevail on all commercial and legal matters. 
3. 1.3  SUPPLIER’s commencement of performance, including accepting the PO, beginning production, or tendering goods for shipment, constitutes acceptance of these Terms in full, regardless of any acknowledgment, invoice, or other document issued by SUPPLIER containing different or additional terms.

2. ORDER FORMATION AND CONFIRMATION 

1. 2.1  A PO is an offer by BLOOMCHEMAG and becomes binding upon SUPPLIER’s written acceptance or commencement of performance, whichever is earlier. 
2. 2.2  SUPPLIER shall review the PO immediately upon receipt and notify BLOOMCHEMAG in writing of any discrepancy within two (2) Business Days. Failing such notice, the PO is deemed accepted as issued. 
3. 2.3  No change to a PO (quantity, specification, delivery window, price) shall bind BLOOMCHEMAG unless confirmed in writing by an authorised BLOOMCHEMAG representative. 

3. PRICE, PAYMENT TERMS AND CURRENCY 

1. 3.1  Price is as stated on the PO and is fixed for the duration of the Contract unless expressly stated as subject to adjustment. SUPPLIER may not unilaterally increase price after PO acceptance for any reason, including changes in raw material, energy, or currency cost, without BLOOMCHEMAG’s prior written agreement. 
2. 3.2  Payment terms, including any letter of credit, advance payment, or open account terms, are as stated on the PO. BLOOMCHEMAG’s payment obligation is conditional on SUPPLIER’s timely delivery of complete, accurate documentation (commercial invoice, packing list, certificate of analysis, SDS, and any REACH/customs documentation required under Clause 7). 
3. 3.3  Currency fluctuation between PO date and payment date is at BLOOMCHEMAG’s risk only where the PO price is expressly denominated in a currency other than EUR or USD and no exchange rate is fixed on the PO; otherwise such risk lies with SUPPLIER to the extent it has quoted in its own home currency.

4. CANCELLATION BY BLOOMCHEMAG

1. 4.1  BLOOMCHEMAG may cancel a PO without penalty, cost, or liability of any kind by written notice given at any time within six (6) weeks of the PO date, provided the Goods have not yet been loaded onto the export vessel, vehicle, or vessel/tank as applicable (“Sailed”). For the avoidance of doubt, the six-week window in this Clause 4.1 is not conditional on production status, packing status, or any other preparatory step SUPPLIER may have undertaken — it is conditional only on the Goods not having Sailed. 
2. 4.2  Where the Goods have not Sailed within six (6) weeks of the PO date for any reason attributable to SUPPLIER, or to a carrier, shipping line, or tank owner engaged in connection with the PO (including production delay, documentation failure, vessel/space unavailability, or equipment unavailability), BLOOMCHEMAG may cancel the PO without penalty, cost, or liability at any time thereafter until the Goods actually Sail, regardless of how much time has elapsed beyond the original six-week window. 
3. 4.3  BLOOMCHEMAG’s right to cancel without cost under Clauses 4.1 and 4.2 ceases only once the Goods have Sailed. Cancellation after the Goods have Sailed shall oblige BLOOMCHEMAG to reimburse SUPPLIER’s documented direct costs reasonably and unavoidably incurred in performance of the PO up to the date of cancellation, capped at five percent (5%) of the PO value, and shall not extend to SUPPLIER’s anticipated profit margin or any other indirect or consequential loss. 

5. DELIVERY, INSPECTION AND ACCEPTANCE 

1. 5.1  SUPPLIER shall deliver in accordance with the Incoterm® 2020 rule, quantity, and delivery window stated on the PO. Time of delivery is of the essence. 
2. 5.2  BLOOMCHEMAG, or its appointed surveyor, may inspect the Goods prior to loading and request loading photographs, which SUPPLIER shall provide before dispatch. 
3. 5.3  Claims for quantity or visible quality discrepancies shall be notified by BLOOMCHEMAG within fourteen (14) days of arrival at the first EU or Indian port of discharge (rather than from the date of shipment), in recognition of ocean transit time. Claims for hidden defects, including those discoverable only on end-use or further processing, shall be notified within thirty (30) days of the earlier of (a) BLOOMCHEMAG’s own discovery, or (b) BLOOMCHEMAG’s receipt of a written claim from its own customer alleging a hidden defect in the Goods, provided in either case that BLOOMCHEMAG’s notice to SUPPLIER is given no later than twelve (12) months after the original delivery date of the Goods from SUPPLIER to BLOOMCHEMAG. 
4. 5.4  The Goods shall, on dispatch, have a minimum remaining shelf life of twelve (12) months, and SUPPLIER warrants that the production and fill date stated on accompanying documentation is accurate. 
5. 5.5  BLOOMCHEMAG may engage hauliers, ocean carriers, tank operators, customs agents, freight forwarders, and other third-party logistics providers to perform any part of carriage, storage, or customs clearance of the Goods after collection from SUPPLIER. SUPPLIER’s delivery obligations under this Clause 5 are unaffected by BLOOMCHEMAG’s choice of carrier, and BLOOMCHEMAG’s engagement of a third-party logistics provider does not transfer any of SUPPLIER’s obligations or liabilities under the PO to that provider unless BLOOMCHEMAG agrees otherwise in writing.

6. FORCE MAJEURE

1. 6.1  Either party may suspend performance for the duration of a Force Majeure Event (defined as in Clause 8 of BLOOMCHEMAG’s General Terms and Conditions of Sale, mutatis mutandis, expressly excluding market price movement and the unavailability of a more commercially favourable alternative). 
2. 6.2  If a Force Majeure Event prevents SUPPLIER’s performance for more than thirty (30) days, BLOOMCHEMAG may, at its option, cancel the affected PO without penalty and source the Goods elsewhere, without prejudice to any sums already paid being refunded pro rata to the undelivered quantity.

7. ANTI-DUMPING, COUNTERVAILING AND TRADE DEFENCE MEASURES 

1. 7.1  Anti-dumping duty, countervailing duty, safeguard measures, and similar trade defence instruments (“Trade Defence Measures”) are, as between BLOOMCHEMAG and SUPPLIER, a customs cost of BLOOMCHEMAG as importer of record and do not constitute a price increase claimable by SUPPLIER, regardless of the Incoterm® rule on the PO and regardless of whether the Trade Defence Measure applies retroactively to a shipment already invoiced and paid for. 
2. 7.2  SUPPLIER shall cooperate fully and promptly with any reasonable request from BLOOMCHEMAG for information needed to respond to a trade defence investigation concerning the Goods, including questionnaire responses, cost and pricing data, certificates of non-circumvention, and confirmation of country of origin, where such cooperation may reduce or eliminate the duty rate applicable to BLOOMCHEMAG’s imports of the Goods. 
3. 7.3  SUPPLIER warrants the accuracy of the HS/CN classification and declared country of origin for every shipment, and indemnifies BLOOMCHEMAG against any reclassification, anti-circumvention finding, or duty differential arising from SUPPLIER’s inaccurate declaration. 
4. 7.4  SUPPLIER warrants that it is not, and will not become, subject to an individual anti-circumvention finding, and shall notify BLOOMCHEMAG immediately if it becomes aware of any investigation, registration, or measure affecting the Goods’ country of origin or HS classification. Where SUPPLIER is subject to an accepted price undertaking in lieu of an ad valorem duty, SUPPLIER shall, on request, confirm its compliance with the undertaking’s minimum import price. 
5. 7.5  For the avoidance of doubt, this Clause 7 does not entitle BLOOMCHEMAG to demand a price reduction from SUPPLIER calculated by reference to any Trade Defence Measure; any such price reduction is a matter for ordinary commercial negotiation between the parties under Clause 3.

8. REGULATORY, REACH AND DOCUMENTATION WARRANTIES 

1. 8.1  SUPPLIER warrants that, for every shipment, it will provide: (a) a current Safety Data Sheet (SDS), issued or revised within the preceding three (3) years, compliant with REACH, CLP, and the import requirements of the destination country, in English; (b) accurate REACH registration or Only Representative verification status for the substance; (c) a certificate of analysis matching the agreed specification; and (d) all documentation required for EU customs clearance, including correct HS classification and country-of-origin declaration. 
2. 8.2  Any disclaimer, hedge, or “guidance only” language in an SDS or other document supplied by SUPPLIER shall be of no effect as between SUPPLIER and BLOOMCHEMAG; SUPPLIER’s warranties under this Clause 8 prevail over any such disclaimer. 
3. 8.3  SUPPLIER shall indemnify BLOOMCHEMAG in full against any fine, penalty, customs liability, anti-dumping duty assessment, clean-up cost, or third-party claim arising from any inaccuracy, omission, or misleading statement in documentation supplied under Clause 8.1. 
4. 8.4  BLOOMCHEMAG may suspend acceptance of any shipment, without liability, where required documentation under Clause 8.1 is missing, incomplete, or inconsistent, until rectified. 
5. 8.5  Where any import authority, customs authority, health authority, or other competent regulatory body raises a query, finding, or enforcement action concerning a past shipment of Goods, and BLOOMCHEMAG has documented evidence (including but not limited to written requests, reminders, or escalations) that it requested updated, corrected, or supplementary documentation from SUPPLIER in connection with that shipment, SUPPLIER shall remain liable under Clauses 8.1–8.3 to respond, provide the requested documentation, and indemnify BLOOMCHEMAG, notwithstanding that the PO has closed, the Goods have been paid for, or significant time has elapsed since delivery.

9. LIABILITY AND INDEMNITY 

1. 9.1  SUPPLIER shall indemnify BLOOMCHEMAG against all loss, damage, cost, and expense arising from SUPPLIER’s breach of the Contract, defective Goods, or non-compliant documentation, without the liability caps that SUPPLIER may seek to impose on BLOOMCHEMAG as a matter of its own standard terms (which BLOOMCHEMAG does not accept unless separately negotiated in writing). 
2. 9.2  SUPPLIER shall maintain product liability insurance adequate to cover its obligations under the Contract and shall provide evidence of cover on request. 
3. 9.3  Any suspension, block, or restriction of credit, payment terms, account status, or future supply imposed on BLOOMCHEMAG by SUPPLIER, or by any credit insurer, factor, or financial institution acting on SUPPLIER’s instruction or for SUPPLIER’s benefit, without first giving BLOOMCHEMAG a reasonable opportunity to respond to the basis for such action, may be challenged by BLOOMCHEMAG before any competent court or tribunal, notwithstanding any provision in SUPPLIER’s own terms, a credit insurer’s policy, or any other document purporting to grant sole or unilateral discretion over such action. Nothing in this Clause 9.3 or elsewhere in these Terms shall be construed as a waiver by BLOOMCHEMAG of its right to contest a credit or supply action taken without a fair hearing. 

10. CONFIDENTIALITY, ANTI-BRIBERY AND SANCTIONS 

1. 10.1  SUPPLIER warrants it is not, and is not owned or controlled by, any person or entity on an EU, UK, US, or UN sanctions list, and that performance of the Contract will not involve any sanctioned jurisdiction, person, or entity. 
2. 10.2  SUPPLIER shall comply with all applicable anti-bribery and anti-corruption laws and shall not offer or accept any improper payment in connection with the Contract. 
3. 10.3  Where SUPPLIER is domiciled in Asia, SUPPLIER warrants that it will not substitute, subcontract, or re-route production or sourcing of the Goods through any sub-tier manufacturer, trading entity, or jurisdiction other than as disclosed to BLOOMCHEMAG at the time of PO acceptance, without BLOOMCHEMAG’s prior written consent. This warranty exists in addition to, and does not narrow, SUPPLIER’s origin and HS classification warranties under Clause 7.3. 
4. 10.4  Each party shall keep confidential all commercial and technical information received from the other in connection with the Contract.

11. DISPUTE RESOLUTION 

1. 11.1  The parties shall first attempt good-faith negotiation between senior representatives within fourteen (14) days of either party’s written request, consistent with BLOOMCHEMAG’s general policy of pursuing commercial resolution before legal escalation. 
2. 11.2  If unresolved, disputes shall be referred to arbitration as follows: (a) where SUPPLIER is domiciled in mainland China, arbitration under the rules of the China International Economic and Trade Arbitration Commission (CIETAC), seated in Shanghai; (b) where SUPPLIER is domiciled in India, arbitration under the rules of the Singapore International Arbitration Centre (SIAC), seated in Singapore, with the substantive law of the Contract remaining as set out in Clause 11.4; (c) where SUPPLIER is domiciled elsewhere in Asia (including but not limited to Vietnam, Thailand, Indonesia, Malaysia, South Korea, Taiwan, or Japan), arbitration under the SIAC rules, seated in Singapore, unless BLOOMCHEMAG elects in writing for a different forum better suited to the specific SUPPLIER’s jurisdiction; and (d) for all other suppliers, the courts of Belgium (with the same carve-outs as in Clause 11.3 of BLOOMCHEMAG’s General Terms and Conditions of Sale), save that BLOOMCHEMAG may, in any case, pursue interim or urgent relief in any jurisdiction where SUPPLIER or its assets are located. 
3. 11.3  SUPPLIER warrants that it will, on BLOOMCHEMAG’s request, disclose its full corporate ownership structure and the jurisdiction(s) in which it and its ultimate parent or beneficial owners are domiciled, to enable BLOOMCHEMAG to confirm the correct forum under Clause 11.2 and to assess enforcement risk before contracting. 
4. 11.4  Subject to Clause 11.2, the substantive law governing the Contract is Belgian law, save that this shall not affect the validity of an arbitration clause or award properly seated under CIETAC or SIAC rules as applicable.