1. DEFINITIONS AND SCOPE

1. 1.1  These General Terms and Conditions of Sale (“Terms”) govern all sales of Products by BloomchemAG BV (“BLOOMCHEMAG”) to any counterparty (“CUSTOMER”), and apply to the exclusion of any terms and conditions proposed by CUSTOMER, whether in a purchase order, portal, or otherwise, unless expressly accepted by BLOOMCHEMAG in writing for the specific transaction.
2. 1.2  “Order Confirmation” means the Proforma Invoice, Sales Order Confirmation (SOC), or other written confirmation issued by BLOOMCHEMAG. “Contract” means the Order Confirmation read together with these Terms, which are incorporated by reference. In the event of conflict, the Order Confirmation prevails on commercial terms (price, quantity, Incoterm, delivery date); these Terms prevail on all other matters.
3. 1.3  Once CUSTOMER has contracted with BLOOMCHEMAG under these Terms on any one occasion, or has otherwise had a reasonable opportunity to become acquainted with them, these Terms shall apply to all subsequent Contracts between the parties without need for re-confirmation on each Order, unless varied in writing.
4. 1.4  BLOOMCHEMAG reserves the right to refuse to enter into, or to cancel, any Order if BLOOMCHEMAG, in its sole discretion, determines that entering into, supplying Products under, or performing the transaction to which such Order relates would violate any applicable law or regulation of Belgium or any other relevant jurisdiction. CUSTOMER agrees that any such refusal or cancellation does not constitute a breach of any obligation by BLOOMCHEMAG, and CUSTOMER waives any and all claims against BLOOMCHEMAG, including for consequential damages, arising from such refusal or cancellation.

2. ORDER FORMATION 

1. 2.1  Offers and quotations issued by BLOOMCHEMAG are non-binding and subject to change without notice until an Order Confirmation is issued.
2. 2.2  CUSTOMER shall review the Order Confirmation immediately upon receipt and notify BLOOMCHEMAG in writing of any discrepancy within two (2) Business Days. Failing such notice, the Order Confirmation shall be deemed accurate and binding.
3. 2.3  No amendment to an Order shall bind BLOOMCHEMAG unless confirmed by BLOOMCHEMAG in writing through a revised Order Confirmation.
4. 2.4  Without prejudice to Clause 2.2, an Order is, in any event, deemed accepted by CUSTOMER upon BLOOMCHEMAG’s delivery of the Products. 

3. PRICE, PAYMENT AND TAXES 

1. 3.1  Prices are as stated on the Order Confirmation, in the currency specified, exclusive of VAT, duties, and transport/insurance unless stated otherwise, and governed by the Incoterm® 2020 rule specified thereon.
2. 3.2  CUSTOMER may not suspend, set off, or deduct any amount from sums due to BLOOMCHEMAG for any reason whatsoever, including any dispute, claim, or counterclaim, except to the extent such set-off has been confirmed in writing by BLOOMCHEMAG or upheld by a final, non-appealable judgment or arbitral award.
3. 3.3  Invoices are payable in full by the due date stated. Late payment accrues interest at fifteen percent (15%) per annum from the due date without need for formal notice, together with a fixed collection indemnity of ten percent (10%) of the overdue amount (minimum EUR 250), without prejudice to BLOOMCHEMAG’s right to claim further documented collection costs.
4. 3.4  Upon any payment default by CUSTOMER, all other outstanding invoices owed by CUSTOMER to BLOOMCHEMAG, whether or not yet due, shall become immediately due and payable in full, and BLOOMCHEMAG may suspend further deliveries under this or any other Contract with CUSTOMER, without notice and without liability, until all outstanding amounts are paid in full.

4. CANCELLATION 

1. 4.1  An Order, once confirmed by BLOOMCHEMAG, constitutes a binding Contract. CUSTOMER may not cancel or vary an Order except with BLOOMCHEMAG’s prior written consent, which may be granted or withheld at BLOOMCHEMAG’s sole discretion.
2. 4.2  Without prejudice to Clause 4.1, BLOOMCHEMAG’s payment entitlement under an Order Confirmation is earned upon the earlier of (a) BLOOMCHEMAG’s acceptance or booking of the Goods or transport capacity for the Order, or (b) shipment. A purported cancellation by CUSTOMER after this point does not extinguish CUSTOMER’s payment obligation.
3. 4.3  If BLOOMCHEMAG, at its sole discretion, agrees to release CUSTOMER from an Order after the point described in Clause 4.2, BLOOMCHEMAG may, at its sole discretion: (a) waive any cancellation charge entirely; or (b) require CUSTOMER to pay, as a pre-estimate of likely loss and not as a penalty, either a cancellation fee of twenty percent (20%) of the Order value, or BLOOMCHEMAG’s actual loss (calculated as the positive difference between the Order Confirmation price and the price obtained by BLOOMCHEMAG on resale of the Goods to a third party, together with reasonable costs and expenses already incurred in performance of the Order, including freight booking, supplier commitments, storage, and demurrage), whichever amount BLOOMCHEMAG elects to charge. BLOOMCHEMAG is under no obligation to charge the higher of the two amounts, and may select either basis, or no charge at all, having regard to the circumstances and its commercial relationship with CUSTOMER.
4. 4.4  Any exercise by BLOOMCHEMAG of its rights under this Clause 4, including a decision to waive or to charge a cancellation amount, shall be communicated to CUSTOMER in writing, stating the basis of the decision where a charge is applied, before being treated as final.

5. DELIVERY, QUANTITY AND RISK TRANSFER 

1. 5.1  Delivery shall be effected per the Incoterm® 2020 rule stated on the Order Confirmation. Delivery dates are target dates only and not binding; BLOOMCHEMAG shall not be liable for delay nor shall delay entitle CUSTOMER to cancel or claim compensation, save where Clause 8 (Force Majeure) applies in BLOOMCHEMAG’s favour and is invoked by CUSTOMER in bad faith to avoid its own obligations.
2. 5.2  Quantity as recorded at the loading point (per Bill of Lading, weighbridge ticket, or surveyor certificate) is conclusive. CUSTOMER shall notify any quantity claim in writing within three (3) Business Days of Delivery, accompanied by a survey report from an independent, recognised surveyor; failing which the quantity delivered is deemed accepted.
3. 5.3  Risk of loss or damage passes to CUSTOMER on Delivery per the applicable Incoterm® rule. Title to the Goods remains with BLOOMCHEMAG, to the fullest extent permitted by applicable law, until BLOOMCHEMAG has received payment in full for the Goods and all other sums due from CUSTOMER under any Contract.
4. 5.4  For DDU/DDP deliveries, the first two (2) hours of discharge time from arrival are free of charge. Thereafter, CUSTOMER shall pay a demurrage fee of EUR 55 per hour, without prejudice to BLOOMCHEMAG’s right to claim additional demonstrated losses where actual costs exceed this amount.
5. 5.5  If CUSTOMER fails to collect or accept discharge of the Goods by the Anticipated Delivery Date, CUSTOMER shall reimburse BLOOMCHEMAG’s storage and related costs at a minimum of EUR 12 per metric tonne per day, accruing daily for each day or part-day of continued non-collection, without prejudice to BLOOMCHEMAG’s right to claim further demonstrated losses (including third-party storage, tank rental, or demurrage charges actually incurred) where these exceed this minimum. BLOOMCHEMAG may, after fifteen (15) days of continued non-collection and on written notice to CUSTOMER, sell or otherwise dispose of the Goods and apply the proceeds against sums owed by CUSTOMER, accounting to CUSTOMER for any surplus.
6. 5.6  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. BLOOMCHEMAG shall not be liable for any act, omission, delay, loss, or damage caused by such a third-party provider, save to the extent BLOOMCHEMAG fails to pass through to CUSTOMER any recovery BLOOMCHEMAG actually obtains from that provider in respect of the same loss. Carriage and storage by such providers is governed by that provider’s own terms and conditions, copies of which are available to CUSTOMER on reasonable request.

6. QUALITY, NON-CONFORMITY AND VISIBLE/HIDDEN DEFECTS

1. 6.1  BLOOMCHEMAG warrants that, at the time of Delivery, the Goods conform to the specification on the Order Confirmation and are adequately contained, packed, and labelled.
2. 6.2  Claims for visible defects (apparent on reasonable inspection) must be notified in writing within three (3) Business Days of Delivery. Claims for hidden defects (not reasonably discoverable on receipt) must be notified within fourteen (14) days of discovery, and in any event no later than the expiry of the shelf life stated for the Goods.
3. 6.3  No claim shall be valid unless BLOOMCHEMAG has been given a reasonable opportunity to inspect the Goods or arrange for inspection by an appointed third party, and CUSTOMER has provided all pertinent information and a survey report where applicable.
4. 6.4  Except for the express warranty in Clause 6.1, none of BLOOMCHEMAG, its affiliates, suppliers, licensors, or manufacturers gives any other warranty, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

7. REACH, CLP AND REGULATORY COMPLIANCE

1. 7.1  CUSTOMER warrants that it will use, store, handle, and onward-supply the Goods in compliance with Regulation (EC) No 1907/2006 (REACH), Regulation (EC) No 1272/2008 (CLP) as amended (including ATP 22, Regulation (EU) 2024/2865), and all applicable national drug precursor and dangerous goods regulations.
2. 7.2  CUSTOMER shall indemnify BLOOMCHEMAG in full against any damage, cost, fine, penalty, or liability (including reasonable legal fees) arising from CUSTOMER’s breach of Clause 7.1 or from CUSTOMER’s downstream use of the Goods.
3. 7.3  BLOOMCHEMAG reserves the right to suspend or, on fifteen (15) days’ written notice, cancel any Order in the event of CUSTOMER’s actual or reasonably suspected non-compliance with Clause 7.1, without liability to BLOOMCHEMAG.
4. 7.4  BLOOMCHEMAG shall provide Safety Data Sheets (SDS) on request. Information provided is given in good faith but is accepted at CUSTOMER’s own risk; CUSTOMER remains responsible for assessing the Goods’ suitability for its intended use and for disseminating appropriate safety information to its own personnel, contractors, and customers.

8. FORCE MAJEURE

1. 8.1  Neither party shall be liable for failure or delay in performance caused by an event beyond its reasonable control, including acts of God, war, hostilities, piracy, riot, governmental action or change in law (including the imposition of tariffs, anti-dumping duties, sanctions, or export/import restrictions), epidemic or pandemic, strike, lock-out, or stoppage or delay in transport (“Force Majeure Event”).
2. 8.2  For the avoidance of doubt, a Force Majeure Event does not include: (a) a change in the market price of the Goods or of any input, freight, or currency; (b) a party’s own financial difficulty or insolvency; or (c) the unavailability of a more commercially favourable alternative source of supply or sale, where performance by the originally contemplated means remains possible.
3. 8.3  The affected party shall notify the other in writing without delay, stating the nature and expected duration of the Force Majeure Event, and shall use reasonable efforts to mitigate its effects. Performance shall be extended for the duration of the Force Majeure Event.
4. 8.4  If a Force Majeure Event prevents performance for more than two (2) months, the parties shall meet in good faith to find a solution within a further one (1) month. If no solution is reached, either party may terminate the affected Contract on written notice, and CUSTOMER shall pay BLOOMCHEMAG for all costs reasonably incurred prior to termination.

9. ANTI-DUMPING, COUNTERVAILING AND TRADE DEFENCE MEASURES 

1. 9.1  “Trade Defence Measure” means any anti-dumping duty, countervailing duty, safeguard measure, or similar trade defence instrument imposed, registered, or notified by the European Commission, any EU member state customs authority, the Indian customs authority, or any other relevant competent authority in respect of the Goods or their country of origin, whether provisional or definitive, and whether or not retroactive in effect.
2. 9.2  Where the price for the Goods is quoted on a duty-paid basis (including DDP) and a Trade Defence Measure becomes applicable to the Goods after the date of the Order Confirmation — including where the Goods were shipped during a period of customs registration and a Trade Defence Measure is subsequently imposed with retroactive effect, or where a provisional measure is replaced by a higher definitive measure — the amount of such Trade Defence Measure shall be added to the invoice price and paid by CUSTOMER in addition to the price stated on the Order Confirmation, notwithstanding the duty-paid Incoterm® rule stated thereon.
3. 9.3  BLOOMCHEMAG shall notify CUSTOMER in writing promptly upon becoming aware that a Trade Defence Measure applies or may apply to a shipment, stating the applicable rate (or estimated range, where not yet finalised), the legal basis, and supporting customs documentation. Where a Trade Defence Measure is reasonably foreseeable at the time of Order Confirmation (for example, because customs registration is already published in the Official Journal of the European Union or equivalent), BLOOMCHEMAG shall flag this in the Order Confirmation or in a separate written notice prior to shipment; failure to do so shall not relieve CUSTOMER of its obligation under Clause 9.2 once the measure is imposed, save where BLOOMCHEMAG had actual knowledge of a specific rate and withheld it from CUSTOMER in bad faith.
4. 9.4  If a Trade Defence Measure is registered, proposed, or imposed after an Order Confirmation but before shipment, and the resulting cost increase is, in BLOOMCHEMAG’s reasonable assessment, material (an increase of 10% or more of Order value), BLOOMCHEMAG may elect to (a) revise the Order Confirmation price and proceed only on CUSTOMER’s written acceptance; or (b) cancel the affected, unshipped portion of the Order without penalty to either party, in lieu of relying on Clause 9.2.
5. 9.5  BLOOMCHEMAG shall maintain a standing monitoring process for Trade Defence Measures affecting its product portfolio and shall notify affected customers within two (2) weeks of any registration notice or provisional measure publication relevant to a live or pending Order.
6. 9.6  The parties may agree in writing, in the Order Confirmation or otherwise, to vary the allocation under this Clause 9, including a cap on CUSTOMER’s exposure or a cost-sharing arrangement. Absent such written agreement, the full pass-through under Clause 9.2 applies. For the avoidance of doubt, any commercial price reduction that BLOOMCHEMAG may separately negotiate with its own supplier in response to a Trade Defence Measure is a matter between BLOOMCHEMAG and its supplier and does not reduce, offset, or otherwise affect CUSTOMER’s obligation under this Clause 9, which is calculated by reference to the duty actually assessed by the relevant customs authority. 

10. LIABILITY

1. 10.1  BLOOMCHEMAG’s aggregate liability under or in connection with a Contract, however arising, shall not exceed the difference between the value of the relevant Goods at the time of Delivery and the price stated on the Order Confirmation, save in respect of death or personal injury caused by BLOOMCHEMAG’s negligence, or liability that cannot lawfully be excluded or limited under applicable Belgian law (including liability for fraud or gross negligence/wilful misconduct, which may not be validly excluded under Belgian law and should be reviewed by counsel). 
2. 10.2  Neither party shall be liable to the other for indirect or consequential loss, including loss of profit, loss of business, or loss of goodwill. 
3. 10.3  BLOOMCHEMAG acts solely as a distributor and reseller of the Goods, and neither manufactures, formulates, nor processes the Goods, nor controls CUSTOMER’s or any downstream party’s use, storage, processing, or application of the Goods after Delivery. Accordingly, BLOOMCHEMAG shall have no liability for, and CUSTOMER shall indemnify BLOOMCHEMAG against, any claim, loss, damage, fine, or liability arising from: (a) the manufacture, formulation, or original production of the Goods by BLOOMCHEMAG’s supplier, save to the extent BLOOMCHEMAG has itself given an express written warranty as to specification under Clause 6.1; or (b) CUSTOMER’s or any third party’s use, processing, storage, mixing, or application of the Goods after Delivery, including any defect, contamination, or non-conformity that arises or is discovered only as a result of such use or processing. Where a claim under this Clause 10.3(a) properly lies against BLOOMCHEMAG’s supplier, BLOOMCHEMAG shall, on CUSTOMER’s reasonable request and at CUSTOMER’s cost, use reasonable efforts to pursue or assign to CUSTOMER its own claim against that supplier, but shall not itself bear the underlying liability. 
4. 10.4  CUSTOMER’s right to hold or use Products terminates automatically, without need for notice, if a proceeding for suspension of payments, controlled administration, bankruptcy, insolvency, liquidation, winding-up (or equivalent under any jurisdiction) is initiated by or against CUSTOMER, or CUSTOMER enters into an arrangement with its creditors for its debts. On such termination: (a) all sums owed by CUSTOMER to BLOOMCHEMAG become immediately due and payable; and (b) BLOOMCHEMAG may retake possession of, and/or resell, the Products. 

11. DISPUTE RESOLUTION 

1. 11.1  In the event of a dispute, the parties shall first attempt in good faith to resolve the matter through negotiation between senior representatives within fourteen (14) days of either party’s written request. 
2. 11.2  If unresolved, the parties shall attempt mediation under the rules of CEPANI (the Belgian Centre for Arbitration and Mediation) before either party commences court proceedings, save where a party seeks urgent interim relief (including repossession of Goods or enforcement of title retention). 
3. 11.3  Subject to Clauses 11.1 and 11.2, this Contract is governed by Belgian law, and disputes are subject to the exclusive jurisdiction of the courts of the district of Turnhout, Belgium, save that BLOOMCHEMAG may elect to bring proceedings in the courts of the National Capital Region of India to safeguard its rights, including repossession of Goods. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. 
4. 11.4  No legal proceeding or demand for arbitration arising under a Contract shall be maintainable against BLOOMCHEMAG unless commenced within sixty (60) days of the passing of title in the Products or of BLOOMCHEMAG’s failure to deliver the Products, as applicable.

12. GENERAL

1. 12.1  Confidentiality: all commercial terms and technical information exchanged under a Contract are confidential and shall not be disclosed to any third party without consent, save as required by law. 
2. 12.2  Sanctions and Anti-Bribery: each party represents and warrants that 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 it complies with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act. Each party shall notify the other promptly if it becomes aware of any actual or suspected breach of this Clause 12.2 affecting the Contract. 
3. 12.3  Currency: prices are denominated in the currency stated on the Order Confirmation. Where CUSTOMER requests invoicing in a currency other than the currency in which BLOOMCHEMAG quoted, or where payment is made in a currency other than that stated on the Order Confirmation, any resulting exchange-rate exposure between the Order Confirmation date and the date of actual receipt of cleared funds by BLOOMCHEMAG is borne by CUSTOMER, and BLOOMCHEMAG may invoice for any shortfall arising from currency conversion. Where CUSTOMER delays payment beyond the due date stated on the invoice, any adverse currency movement between the original due date and the date of actual payment is similarly borne by CUSTOMER, in addition to (not in substitution for) interest payable under Clause 3.3. 
4. 12.4  Insurance: until title to the Goods passes to CUSTOMER under Clause 5.3, CUSTOMER shall, at its own expense, maintain a standard “All Risk” property insurance policy with a reputable insurer acceptable to BLOOMCHEMAG, covering the Goods against, among other risks, flood, earthquake, fire, storm, and aircraft, for an amount of at least BLOOMCHEMAG’s list price for the Goods. The insurance shall name BLOOMCHEMAG as beneficiary in respect of the Goods, shall be primary cover (BLOOMCHEMAG’s own insurance, if any, shall not be called upon to contribute), and shall provide for at least thirty (30) days’ prior written notice to BLOOMCHEMAG of any cancellation, non-renewal, or material change in coverage. CUSTOMER shall provide a certificate of insurance evidencing such cover on or before the Anticipated Delivery Date, and copies of policy endorsements on request. If CUSTOMER fails to maintain sufficient insurance under this Clause 12.4, as reasonably determined by BLOOMCHEMAG, CUSTOMER appoints BLOOMCHEMAG as its agent to obtain such coverage on CUSTOMER’s behalf, and CUSTOMER shall reimburse BLOOMCHEMAG the full cost of doing so. 
5. 12.5  Assignment: CUSTOMER may not assign its rights or obligations under a Contract without BLOOMCHEMAG’s prior written consent. 
6. 12.6  Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. 
7. 12.7  Entire agreement: the Contract constitutes the entire agreement between the parties in respect of the relevant Order and supersedes all prior negotiations, representations, or agreements relating to it.