General Terms and Conditions

Unless specifically agreed otherwise in writing, all work, supply of goods or services, reports (hereinafter referred to individually or collectively as “Report(s)”) and other obligations (collectively, “the Services”) provided by CALISET, its directors, employees, related companies or companies forming part of the CALISET group and/or any CALISET business unit, its agents, representatives, contractors and/or subcontractors (collectively referred to as “CALISET”) shall be governed by and shall benefit from these General Terms and Conditions.

1. Service Commitment

CALISET undertakes to provide the Services to the natural or legal person requesting them (hereinafter the “Client”) with a scope that is adequate, prudent, diligent and consistent with the Services customarily performed by providers of similar Services under analogous circumstances.

CALISET assumes only an obligation of means and not of results; accordingly, it does not submit to, assume or undertake any warranty whatsoever. Any warranty, condition or obligation, whether established expressly or implicitly by law, by custom or of any other nature, is expressly excluded, including, by way of illustration only, warranties of fitness for a particular purpose, warranties of merchantability, warranties of professional competence or warranties of results.

2. Authority to Enter into Contracts

The Client represents and warrants that it holds, in the person of its representative, manager, employee and/or signatory, sufficient power, capacity and authority to enter into contracts, to bind its principal and to contract the Services on behalf of the Client and for its benefit.

3. Limitations of Liability and Indemnities. Hold Harmless

(a) In the event that a breach by CALISET of any of its obligations is established, and any liability that could be attributed to it arises therefrom, whether legal, contractual or of any other nature, including, by way of illustration only, any duly established case of fault or negligence, resulting from or related to the provision of the Services, and which actually gives rise to losses, damages and harm that may be claimed directly or indirectly by the Client or by third parties to the Client, the Client assumes, acknowledges and accepts that it shall only be entitled to receive, on all accounts, up to ten times the amount of the invoice that CALISET may issue, or has quoted, or has agreed, for the services involved in such breach, all of CALISET's liability being limited exclusively to that amount, including with respect to third parties.

(b) CALISET shall have no legal or contractual liability whatsoever with respect to lost profits, loss of earnings, loss of production, loss of opportunity or future business, or for any recourse actions that a third party may seek to bring against the Client for payment of indemnities or coverage or for charges from insurers, whether such liability arises directly or indirectly from the provision of the Services.

(c) The Client guarantees, releases and undertakes to indemnify and hold CALISET harmless against any third-party claim for whatever cause, including without limitation third parties who have received, relied upon or made use of any CALISET Report, with or without the express or implied authorization of CALISET, whether the claim involves losses, damages and harm, costs and legal costs, professional fees and expenses of any nature and whatever their cause, arising in connection with the performance, alleged performance, or execution or non-execution of any of the Services, to the extent that the aggregate of any such claims exceeds the limit of liability expressly agreed by the Client hereunder and identified in clause 3(a).

(d ) The Client shall defend, indemnify and hold CALISET harmless from any claim, lawsuit and liability (including, by way of illustration, the costs of legal proceedings and legal fees) that may arise from or be related, directly or indirectly, to: (1) Actions brought by any public or other entity that may be based on any actual or alleged failure by the Client, or by third parties other than the Client who may have received, relied upon or made use of a CALISET Report, with or without CALISET's authorization, to comply with any law, ordinance, regulation, rule or order of any governmental or judicial body; (2) Information provided by the Client and upon which CALISET has relied; and/or (3) Personal injury to the Client's staff or contractors or to third parties other than the Client, loss of or damage to property understood in the broad sense, including, by way of illustration, intellectual property, and economic damage in general, incurred by or affecting any person or entity and arising in connection with the work or Services performed or the obligations assumed by CALISET, its directors, employees, agents, representatives, contractors and subcontractors.

(e) The Client shall defend, indemnify and hold CALISET harmless from any claims, lawsuits and legal liabilities (including, by way of illustration, the costs of proceedings and legal fees) arising from or related to the unauthorized or improper use of CALISET's Reports.

(f) The indemnities in favor of CALISET set out in clauses 3(b), 3(c) and 3(d) shall apply even where such claims, lawsuits and legal liabilities arise, or are alleged to arise, from negligence, breach of contract, even in the event of termination, or any other fault or legal liability of CALISET.

(g) CALISET is released by the Client from all legal liability as guarantor of the quality of any product, or as insurer against any loss of or damage to it, and disclaims, as inapplicable, all legal liability in any such capacity. The Client assumes the non-waivable undertaking to obtain coverage against loss or damage by means of an appropriate all-risk insurance policy, with the insurer's express waiver of any subrogation against CALISET.

4. Agreement to Increase Legal Liability

The limitations and restrictions, waivers and indemnities stipulated in clause 3(a) may be modified upon CALISET's express acceptance to that effect, subject to an increase in the cost of the Services. In the absence of a written agreement between the Client and CALISET, the provisions concerning CALISET's liability shall remain as described herein, without exception.

5. Time Limitation

CALISET shall be relieved and released from all liability to the Client for any claim for loss, damage or expense, and such claims shall be extinguished thirty days after the Services were provided by CALISET.

6. Subcontracting

CALISET reserves the right to engage affiliates, contractors or subcontractors to provide all or part of the Services and, in doing so, may act as the Client's agent and may not assume liability with respect to the services so provided. The Client hereby accepts that all contracted Services are governed by these General Terms and Conditions, and the affiliate(s), contractor(s) or subcontractor(s) shall enjoy full protection and the corresponding benefit thereof.

7. Purpose of the Services

The Services performed by CALISET for the Client, and the measurements, laboratory data, calculations, estimates, notes and other documents provided by CALISET, together with summary statements or any other communication describing the results of any Service or component thereof, in short every Report, are based on samples drawn by CALISET or submitted to CALISET, are subject to the measurement procedures, instructions, parameters, tabulations and scales instructed by the Client, and are not necessarily designed or intended to address, describe or determine all matters of quality or condition of the product or cargo concerned. Reports are based on and supported by the work performed according to the Client's specific instructions and information; therefore, their conclusions may be conditioned by relevant information that was not supplied, or not even requested, and thus not taken into account in their preparation. The Client undertakes that, should it provide any Report issued by CALISET to any other party (whether or not with CALISET's express or implied authorization), the Client shall make this provision clear to such third party under its sole and absolute responsibility. Furthermore, the Client acknowledges that by entering into a contract, performing work or providing the Services, CALISET in no way assumes any indirect obligation towards third parties, including without limitation obligations that the Client may have assumed for the shipment of products of a certain quality or condition under a sales contract or a contract of any other nature.

8. No Third-Party Beneficiaries

Except as disclosed by the Client in writing and agreed in advance by the Parties, the Client obtains the Services from CALISET solely on its own account and not on behalf of any other person or entity, and does not act as agent or representative or in any other representative capacity. Both the Client and CALISET agree that, except as expressly provided in these General Terms and Conditions, there are no third-party beneficiaries of this Contract. These General Terms and Conditions shall not be understood or construed in any case as a stipulation in favor of third parties.

9. Waiver of Confidentiality

In the event that the Client uses any CALISET Report, in whole or in part, in such a way as to involve CALISET in a legal dispute or to adversely affect CALISET's reputation, CALISET shall have the right to use any and all of the Client's information, including, by way of illustration, the data, records, instructions, notes, samples or documents in CALISET's custody and under its control that relate to the best defense of CALISET's interests, at its sole discretion, for the purpose of mounting the necessary defense or refuting such circumstances. If the samples analyzed or otherwise used by CALISET are in the possession or ownership of the Client, the latter grants CALISET the irrevocable right to physically obtain such items and to use said samples for purposes including, by way of illustration, safeguarding the quality or reputation called into question, at CALISET's sole discretion, and CALISET may also invoke the need for internal investigation, trend analysis, dispute resolution and further training. In all cases, the Client may not invoke any legal or contractual limitation on confidentiality.

10. Preliminary Reports

Any preliminary or partial Report submitted to the Client shall be used at the Client's sole risk, and CALISET shall assume no liability for any discrepancy between the information in such preliminary Report and the information in the final report or Report signed by an authorized representative of CALISET.

11. Prevailing Terms

CALISET's acceptance of the Client's order for Services is restricted to, governed by and limited to these General Terms and Conditions of Service and any annex of Provisions and the Payment Terms. These General Terms and Conditions are the only terms on which CALISET agrees to provide the Services and shall prevail at all times over any other terms proposed or submitted by the Client. Any provisions or terms in the Client's purchase order, instructions, nomination or other document shall be objected to and rejected and shall have no validity or effect whatsoever.

12. Force Majeure

CALISET shall not be legally liable to the Client, nor shall it be deemed to have breached the contract, delayed such performance or failed to perform any of CALISET's obligations in connection with the Services, if this is due to a fortuitous event or force majeure.

13. Assignment of Work Abroad

Orders received by a CALISET director or employee to perform work outside the country shall be forwarded, on the Client's account, to the relevant CALISET affiliate or correspondent in that country, which shall be exclusively and fully responsible for all matters in connection with the work order received, including dealing directly with the Client and reporting to the Client. As a condition for CALISET forwarding such assignment on the Client's behalf, it is understood that the forwarding CALISET affiliate shall act solely as agent on behalf of the Client and shall have no liability whatsoever with respect to the Services provided by the CALISET affiliate or correspondent to which the work order was assigned. These General Terms and Conditions shall apply as regards the Client and the CALISET affiliate or correspondent to which the work assignment was forwarded.

14. Severability

If any of the General Terms and Conditions and other specific provisions contained herein or in any other annex duly validated by CALISET should be deemed unenforceable or invalid, whether by operation of law or by court ruling, then such term, condition or provision shall be void to the extent necessary, and all other terms, conditions or provisions shall remain in effect as if the voided term, condition or provision, or part thereof, had never existed.

15. Additional Terms

Every annex, and in particular the annex of Provisions and Payment Terms, that may be duly validated by CALISET and included in this document shall be deemed an integral part of these General Terms and Conditions.

16. Jurisdiction and Governing Law

Any claim that may arise against CALISET in the Oriental Republic of Uruguay, whether directly or indirectly, based on the contract or on any other legal ground, shall be governed by the laws of the Oriental Republic of Uruguay and shall be brought before the courts of the City of Montevideo, with the express exclusion of any other applicable venue or jurisdiction, which the parties expressly agree to and undertake, establishing as their addresses for legal purposes: CALISET, at Rio Branco 1385, 4th Floor, City of Montevideo; and the Client, at the address indicated in its Service order.