SALES AGREEMENT Surplus Materials

LCM NUMBER:

This Sales Agreement (Agreement) made this by and between Covestro LLC with an office at 1 Covestro Circle Pittsburgh, PA 15205 , hereinafter referred to as ?Seller?, and with offices at , hereinafter referred to as ?Buyer?.

1.0 DESCRIPTION OF MATERIALS 1.1 Buyer hereby agrees to purchase from Seller ?AS IS? and ?WHERE IS? each and any of the following described items which Seller agrees to sell, hereinafter individually called Surplus Material and collectively called Surplus Materials, upon the terms set forth herein:

DESCRIPTION/NAME OF SURPLUS MATERIAL FUNCTIONAL LOCATION (IF APPLICABLE) QUANTITY AND UNIT OF MEASURE PRICE PER UNIT (EXCLUSIVE OF SALES AND USE TAX) EXTENDED PRICE

TOTAL

2.0 STATE AND/OR LOCAL SALES AND USE TAXES 2.1 The price is exclusive of State and/or local Sales and Use Taxes. Buyer will be solely responsible for any such taxes.

3.0 BUYER?S REPRESENTATIONS, WARRANTIES AND RESPONSIBILITY TO WARN 3.1 BUYER REPRESENTS AND WARRANTS THAT IT UNDERSTANDS THE NATURE AND CHARACTERISTICS OF EACH SURPLUS MATERIAL, IS AWARE THAT SURPLUS MATERIALS MAY BE, BEAR, OR CONTAIN HAZARDOUS MATERIALS AND IS FAMILIAR WITH ANY HEALTH, SAFETY AND/OR ENVIRONMENTAL HAZARDS ARISING OUT OF OR RESULTING FROM THE POSSESSION, USE, STORAGE, TRANSPORTATION, MAINTENANCE, HANDLING, TREATMENT AND DISPOSAL OF SUCH MATERIALS OR SURPLUS MATERIAL. 3.2 BUYER REPRESENTS AND WARRANTS THAT IT IS ACCUSTOMED TO HANDLING ITEMS SIMILAR TO SURPLUS MATERIAL AND TO HANDLING MATERIALS BEARING OR CONTAINING HAZARDOUS MATERIALS AND THAT IT HAS THE NECESSARY EXPERTISE, EQUIPMENT AND FACILITIES TO SAFELY AND LAWFULLY CONDUCT ALL OF BUYER?S
ACTIVITIES INVOLVING SURPLUS MATERIALS INCLUDING TRANSPORTATION, HANDLING, STORAGE, DISPOSAL, TREATMENT AND USE, AND WILL SO CONDUCT SUCH ACTIVITIES. 3.3 BUYER REPRESENTS AND WARRANTS THAT IT HAS READ AND UNDERSTANDS ALL INFORMATION RELATING TO SURPLUS MATERIALS LISTED ABOVE WHICH IS CONTAINED IN ANY MATERIAL SAFETY DATA SHEETS AND OTHER DOCUMENTS WHICH ARE ATTACHED HERETO AND MADE A PART HEREOF, AND, IF ANY INVITATION TO BID IS REFERENCED ABOVE, THAT IT HAS READ AND UNDERSTANDS ALL INFORMATION RELATING TO SUCH INVITATION TO BID REFERENCE, INCLUDING ALL INFORMATION RELATING TO SUCH MATERIAL WHICH IS CONTAINED IN MATERIAL SAFETY DATA SHEETS AND OTHER DOCUMENTS REFERENCED IN SUCH PAGES AND ATTACHED TO SUCH INVITATION TO BID, AND ALL SUCH INFORMATION IS HEREBY INCORPORATED BY REFERENCE. BUYER AGREES TO PROVIDE ALL INFORMATION SUPPLIED TO IT BY SELLER WITH RESPECT TO ANY SURPLUS MATERIAL SOLD HEREUNDER TO ANY SUBSEQUENT PURCHASERS OF SUCH SURPLUS MATERIAL. IF ANY SURPLUS MATERIALS TO WHICH THIS AGREEMENT APPLIES ARE TO BE RELABELED BY BUYER, SUCH RELABEL MUST INCLUDE, AS A MINIMUM, ALL THE SAFETY INFORMATION ON SELLER?S LABEL AND BE LABELED IN ACCORDANCE WITH APPLICABLE LOCAL, STATE, AND FEDERAL REGULATION. 3.4 BUYER REPRESENTS AND WARRANTS THAT SURPLUS MATERIALS ARE BEING PURCHASED FOR COMMERCIAL USE ONLY AND WILL NOT BE RESOLD, DONATED OR OTHERWISE MADE AVAILABLE TO INDIVIDUALS FOR PERSONAL USE. 3.5 BUYER AGREES TO WARN ALL PERSONS (INCLUDING BUT NOT LIMITED TO BUYER?S EMPLOYEES, SUBCONTRACTORS AND CUSTOMERS) WHO MAY BECOME EXPOSED TO SURPLUS MATERIAL, OF THE HAZARDS ASSOCIATED THEREWITH (INCLUDING BUT NOT LIMITED TO ANY HAZARDS INDICATED IN THE DOCUMENTS REFERENCED HEREIN OR ATTACHED HERETO), AND BUYER AGREES TO TAKE ALL ACTION NECESSARY TO PROTECT SUCH PERSONS FROM SAID HAZARDS.

4.0 DELIVERY 4.1 The means of transportation as well as the particular time and quantity of each delivery hereunder shall be mutually agreed upon reasonably in advance of such delivery, provided however that all deliveries shall be completed within sixty (60) days of Seller's receipt of payment, unless otherwise mutually agreed by the parties in writing. 4.2 Surplus Materials shall be considered delivered by Seller when made available to Buyer at Seller's location where Surplus Materials are located, hereinafter called Place of Delivery, unless otherwise mutually agreed by the parties in writing. 4.3 Buyer shall transport or cause to be transported Surplus Materials from Place of Delivery at Buyer?s arrangement, cost and expense. 4.4 Title to and risk of loss of Surplus Materials purchased hereunder shall pass to Buyer when Surplus Materials are made available for shipment at Place of Delivery.

5.0 PAYMENT 5.1 Payment shall be made in full within fourteen (14) days after execution of this Agreement by both parties and in all cases prior to delivery of Surplus Materials hereunder, by certified check, wire transfer, or cashier?s check.

6.0 FAILURE TO PAY 6.1 Seller reserves the right, among other remedies, either to terminate this Agreement or to suspend further deliveries upon failure of Buyer to make any payment pursuant to this Agreement between the parties hereto.

7.0 CLAIMS 7.1 BUYER'S RECEIPT, OR RECEIPT BY BUYER'S CARRIER, OF SURPLUS MATERIALS
DELIVERED HEREUNDER SHALL BE AN UNQUALIFIED ACCEPTANCE OF, AND A WAIVER BY BUYER OF ITS RIGHT TO MAKE ANY CLAIM WITH RESPECT TO, SUCH SURPLUS MATERIALS, UNLESS BUYER GIVES SELLER WRITTEN NOTICE OF CLAIM WITHIN NINETY (90) DAYS OF ANY SUCH RECEIPT. BUYER ASSUMES ALL RISKS WITH RESPECT TO THE USE OF SURPLUS MATERIALS AFTER DELIVERY BY SELLER TO BUYER OR ITS CARRIER. NO CLAIM OF ANY KIND, WHETHER OR NOT AS TO SURPLUS MATERIALS DELIVERED OR FOR NON-DELIVERY OF SURPLUS MATERIALS, AND WHETHER OR NOT BASED ON NEGLIGENCE, SHALL BE GREATER IN AMOUNT THAN THE PRICE OF THE CLAIMED PORTION OF THE SURPLUS MATERIALS PLUS ANY TRANSPORTATION PAID BY BUYER IN RESPECT OF WHICH SUCH CLAIM IS MADE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SELLER.

8.0 FORCE MAJEURE 8.1 Neither Buyer nor Seller shall be liable for its failure to perform hereunder if said performance is made impracticable due to any occurrence beyond its reasonable control, including act of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid, and any other similar or different occurrence. If, due to any occurrence, Seller is unable to supply Surplus Materials specified in this Agreement or any portion thereof, Seller shall allocate its available supply among its customers and its departments and divisions in a fair and equitable manner. In no event shall Seller be obligated to purchase or manufacture/generate Surplus Materials or other materials in order to enable it to deliver Surplus Materials to Buyer.

9.0 WARRANTY 9.1 SELLER WARRANTS ONLY THAT IT HAS GOOD TITLE TO SURPLUS MATERIALS SOLD HEREUNDER. BUYER UNDERSTANDS AND AGREES THAT SELLER SELLS SURPLUS MATERIALS ?AS IS? ?WHERE IS" AND THERE ARE NO EXPRESS WARRANTIES OTHER THAN SELLERS WARRANTY OF TITLE. NO WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, SHALL BE IMPLIED.

10.0 NON-WAIVER 10.1 Failure of Seller to exercise any right under this Agreement upon one occasion shall not waive the right to exercise the same on another occasion.

11.0 CHOICE OF LAW 11.1 This Agreement shall be interpreted under, and governed and construed by, the laws of the Commonwealth of Pennsylvania, without regard to the laws regarding choice of law and forum selection. The Buyer and Seller agree that any lawsuit, action or other proceeding that relates in any way to the Agreement shall be brought only in a state district court or a federal district court located in Allegheny County, Pennsylvania, provided that those courts can exercise subject matter jurisdiction over the particular dispute. The Buyer and Seller agree that Allegheny County, Pennsylvania: (1) has the most significant relationship to any dispute that may arise between the Buyer and Seller under the Agreement, and (2) is a convenient forum for the resolution of any such disputes. The Buyer and Seller waive their right to object to venue in Allegheny County, Pennsylvania, provided that the state district courts and federal district courts of Allegheny County, Pennsylvania can exercise subject matter jurisdiction over the particular dispute. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.0 COMPLIANCE WITH LAWS 12.1 All permits, licenses and governmental approvals of whatever nature relating to the
purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Surplus Materials after payment to Buyer shall be obtained by Buyer, at its own expense, and Buyer hereby represents that it has obtained and will maintain all such permits, licenses and governmental approvals and will furnish copies of same to Seller.

12.2 Buyer shall comply with all laws and ordinances and all governmental orders, rules and regulations relating in any way to its purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Surplus Materials; to the labor, equipment, and facilities used in connection therewith; and to the protection of the public health, safety, or environment with respect to its transportation, handling, use or disposition of Surplus Materials. Buyer shall indemnify and hold harmless Seller against all fines, penalties, assessments, damages and other liability of whatever nature arising out of or resulting from Buyer's failure to comply with this Section 12.

13.0 INDEMNITY 13.1 To the fullest extent permitted by law, Buyer shall indemnify, defend and hold harmless Seller and Seller?s affiliates from and against any and all claims and damages incurred by, asserted against or awarded against Seller or Seller?s affiliates to the extent such claims or damages arise, directly or indirectly, from, or are related in any way to Surplus Materials. Buyer further agrees that the indemnity, defense and hold harmless protections provided by Buyer under this Section also include an agreement that Buyer will indemnify, defend and hold harmless Seller for Seller?s and Seller?s affiliates? active or passive negligence or strict liability, regardless of whether Seller?s and Seller?s affiliates? active or passive negligence or strict liability is the sole, contributing, concurrent, proximate or producing cause of the claims or damages covered by this indemnity, defense, and hold harmless agreement.

13.2 The indemnity, defense, and hold harmless protections provided by Buyer under this Section 13.0 are expressly intended to include, but are not limited to:

13.2.1 Any and all claims and damages for, on account of, or arising from, personal injuries, sickness, disease or death actually or allegedly sustained by any third party, Buyer or its affiliates. Buyer hereby expressly waives, for purposes of the indemnity, defense and hold harmless protections provided under this Section, any immunity that it would otherwise have under any applicable law from liability for such personal injury, sickness, disease or death claims related to any claim brought by Seller or Seller?s affiliates under this indemnity, defense and hold harmless agreement. Buyer?s waiver of immunity does not extend to direct claims or damages brought by, or on behalf of, or awarded to, Buyer?s employees against Buyer, but such waiver is intended to include claims and damages brought by, or on behalf of, or awarded to, Buyer?s employees against Seller or Seller?s affiliates.

13.2.2 Any and all taxes, claims, damages and costs, including, but not limited to, attorney?s fees, arising from or relating in any way to any claim by any governmental or other taxing entity that Seller or Seller?s affiliates are responsible for any taxes or the like for which Buyer has assumed liability under this Agreement.

13.2.3 Any and all claims and damages related in any way to the existence, removal, encapsulation, transportation, remediation and/or disposal of any and all hazardous materials or conditions that arise or are created (but not that, if any, which was pre-existing at the site before Buyer received Surplus Materials) in connection with the Surplus Materials.

13.2.4 Any and all claims and damages related in any way to any third party claims or damages arising in any way out of the performance of the Buyer or its affiliates.

13.2.5 Any and all claims and damages relating in any way to any infringement by any services or materials provided to Seller or Seller?s affiliates by Buyer pursuant to the Agreement of any patent, copyright, trade secret or other intellectual property right of any person or entity.

13.2.6 Any and all claims and damages for, on account of, or arising from, property damage actually or allegedly sustained by any third party or Buyer or its affiliates.

13.2.7 Any and all claims and damages for, on account of, or arising from any violations or alleged violations of any applicable laws, rules, regulations, or safety requirements (including but not limited to OSHA) applicable to Buyer, its affiliates, or the Surplus Materials.

13.3 Notwithstanding Buyer?s duty to defend Seller or Seller?s affiliates under this Section 13.0, Seller and Seller?s affiliates retain the right to select their own counsel, who shall be paid by Buyer to defend Seller or Seller?s affiliates. Moreover, Buyer?s duty to defend Seller or Seller?s affiliates under this Section shall apply to all claims and damages asserted in any particular occurrence or proceeding, so long as Buyer has the duty to defend Seller or Seller?s affiliates against at least one or more claim or damage asserted during that occurrence or proceeding.

13.4 Buyer agrees to attempt in good faith to timely, amicably and fully settle all claims or damages asserted or awarded against Seller or Seller?s affiliates and that may be covered by this Section such that Seller is fully protected from and against any subsequent claims and damages asserted by the same claimant. Notwithstanding Buyer?s obligation to attempt in good faith to timely, amicably and fully settle all claims and damages that may be covered by this Section, Seller and Seller?s affiliates retain the absolute power to settle or otherwise compromise any and all claims or damages covered by this Section, without affecting Seller?s or Seller?s affiliates right to seek indemnity, defense or hold harmless protection for any such settled claims or damages.

13.5 Buyer?s indemnity obligations as set forth herein shall not be limited by any limitation on the amount or type of damages, benefits or compensation payable by or for Buyer under Worker?s Compensation Acts, Disability Benefit Acts or other employee benefit acts on account of claims against Seller or Seller?s affiliates by an employee of Buyer or anyone employed directly or indirectly by Buyer or anyone for whose acts Buyer may be liable. In no event shall Buyer?s obligations hereunder be limited to the extent of any insurance available to or provided by Buyer.

13.6 Buyer?s duty to indemnify, defend and hold harmless Seller and Seller?s affiliates under this Section shall survive the termination of the Agreement. Seller?s and Seller?s affiliates rights to indemnity, defense and hold harmless protections under this Section are cumulative of, and are provided by Buyer without prejudice to, any other rights or remedies available to Seller or Seller?s affiliates.

14.0 INTEGRATED AGREEMENT 14.1 The entire Agreement between the Buyer and Seller with respect to the Surplus Materials is expressed in the Agreement, which supersedes and supplants the terms and conditions of any quotations, proposals, negotiations, representations, promises, acknowledgments, invoices or other alleged understandings, written or oral, not expressly set forth or incorporated in the Agreement. The Agreement shall constitute the entire, final and complete Agreement of the Buyer and Seller and may not be modified, abrogated, superseded or rescinded unless it is in writing and signed by the Buyer and Seller. No course of dealing or performance between the Buyer and Seller, and no usage of trade shall be construed to alter the terms of the Agreement.

15.0 FOREIGN TRADE LAW REQUIREMENTS 15.1 Buyer hereby acknowledges that it, as well as the Products and/or services being provided hereunder may be subject to export controls, embargoes, sanctions and similar laws, regulations and
requirements. Buyer warrants and represents that it is not the subject of any trade or economic sanctions promulgated by the government of the United States (including any executive order of any branch or department) and any other jurisdiction in which it is located or operates, including but not limited to, the United Nations, United Kingdom, or the European Union (collectively, ?Sanctions?). Buyer shall comply with the requirements of all laws, rules, regulations and orders of any jurisdiction in which it is located or doing business, or which are otherwise applicable to Buyer, including, without limitation, (a) all Sanctions, (b) all export control regulations and trade restrictions, (c) all laws and regulations that relate to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, (d) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (e) any other applicable anti-bribery or anti-corruption laws and regulations. Buyer will not allow a Blocked Person to have an ownership interest in or control of it. ?Blocked Person? means any person or entity that is now or at any time (a) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control (?OFAC?) of the United States Department of the Treasury or any sectoral sanctions identification list, or (b) whose property or interests in property are blocked by OFAC or who is subject to Sanctions, or (c) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over a party, to be a person with whom a party is not permitted to extend credit to or with regard to whom, a business relationship may result in penalties against such party or limitations on such party?s ability to enforce a transaction.

Buyer shall promptly notify Purchaser of any violations of any of the laws or regulations described above. In addition, Buyer shall indemnify, defend and hold Purchaser and all of its affiliates harmless from any cost, expense or loss related in any way to Buyer?s or its employees?, subcontractors? or agents? breach of the warranty and representation contained herein. Any such breach by Buyer or its employees, subcontractors or agents shall give Purchaser the right to terminate this agreement for cause upon notice to Buyer.

16.0 SURVIVAL 16.1 All terms of the Agreement that by their nature and for any reason are intended to survive and extend beyond the termination, cancellation or expiration of the Agreement, shall remain in effect and be binding upon the Buyer and Seller indefinitely.

17.0 HEADINGS 17.1 Any heading labels of any of the Sections of this Agreement are inserted solely for convenience of reference, shall not constitute a part of the Agreement and shall not otherwise affect the meanings, content, effect or construction of this Agreement.

18.0 SEVERABILITY 18.1 Any portion or provision of the Agreement that is held to be invalid, illegal or unenforceable in any jurisdiction shall, solely as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality, or unenforceability in such jurisdiction, without affecting in any way the remaining portions or provisions of the Agreement.

19.0 ADDITIONAL ITEMS 19.1 Buyer and Seller expressly agree and acknowledge that the United Nations Convention for the International Sale of Goods shall not apply to this Agreement.

20.0 SIGNATURES 20.1 This Agreement shall constitute a binding agreement as and when signed by authorized representatives of the parties.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed and
delivered by its duly authorized representative as of the date of this Agreement.

XXXX Covestro LLC Buyer Seller

By: By: Title: Title: Date: Date: