Conditions of Purchase

§ 1 General – Scope of Application

1. The following General Terms & Conditions of Purchase apply exclusively to the entire business relationship with the Supplier. Supplementary or conflicting conditions, or conditions that deviate from our General Terms & Conditions of Purchase, are only valid if we have explicitly agreed to them. Our General Terms & Conditions of Purchase apply even if we unconditionally accept the deliveries the Supplier provides, despite being aware of the Supplier’s terms or conditions that contradict or deviate from our General Terms & Conditions of Purchase.

2. Our General Terms & Conditions of Purchase only apply if the Supplier is an entrepreneur (§ 14 BGB – German Civil Code), a legal entity under public law or a special fund under public law.

3. Our General Terms & Conditions of Purchase also apply to all future transactions with the Supplier.

4. Individual agreements made with the Supplier in individual cases (including additional agreements, supplements and amendments) shall in any case take precedence over these terms and conditions of purchase.

5. References to the validity of legal regulations have only clarifying meaning. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these Terms and Conditions of Purchase.

§ 2 Conclusion of Contract – Offer Documents

1. Only written offers are binding. Verbal or telephone orders are only binding once we have confirmed them in writing.

2. The Supplier may only accept our orders in writing within a period of two (2) weeks. An order confirmation with content that deviates from our order, or late acceptance of the order, shall be regarded as a new offer and must be confirmed in writing by us. A lack of response on our part never constitutes acceptance of an order confirmation with deviating content.

§ 3 Prices – Terms of Payment

1. The price stated in the order is binding. All prices are understood to include statutory value added tax, unless this is shown separately. Unless otherwise agreed, the price includes all services and ancillary services provided by the supplier as well as all ancillary costs (e.g. transport, insurance, packaging costs) and fees, charges and customs duties until delivery to the delivery address specified by us. The return of packaging requires a special agreement.

2. Prices are quoted net without valueadded tax.

3. We can only process invoices if they quote the order number shown on the order in accordance with the requirements of our order. They must be worded in exactly the same way as the order and include the number, day and other designations of the order.

4. We shall pay the purchase price, unless otherwise agreed in writing, with a 3 % discount within fourteen (14) days, or net within thirty (30) days. The periods begin on the day we receive the reviewable and correct invoice, but not before the Supplier has delivered the goods.

5. We are entitled to rights of set-off and retention to the extent stipulated by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the supplier arising from incomplete or defective performance.

6. The Supplier has a right of set-off or retention only in the case of counterclaims which have been legally established or are undisputed.

§ 4 Delivery Dates – Delivery

1. The delivery time stated by us in the order is binding.

2. The Supplier is obliged to inform us immediately and in writing of all circumstances, stating the reason and the alleged duration, if he will probably not be able to meet agreed delivery dates – for whatever reason.

3. If the Supplier fails to provide its deliveries, or does not do so within the agreed delivery period, or falls behind schedule, our rights, particularly to withdrawal and compensation, are governed by statutory regulations. The provision in clause 4.4 remains unaffected. Acceptance of a delayed delivery does not mean we have waived our right to claim delay-related damages.

4. If the Supplier is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damage caused by default in the amount of 1 % of the net price per full calendar week, but not more than 5 % of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no damage at all or only a significantly lower damage has been incurred.

§ 5 Transfer of Risk – Delivery Note

1. Unless otherwise agreed in writing, delivery shall be effected within Germany “carriage paid” to the destination specified in the order otherwise DDP, named place in the order (Incoterms 2020^®). If the place of destination is not specified and unless otherwise agreed, delivery shall be made to our registered office in Emmerthal, Germany. The respective place of destination is also the place of performance for the delivery and any subsequent performance.

2. Each delivery must have a delivery note. Delivery notes must include: order number and date, number and issue date of the delivery note, details of the type and scope of delivery and other designations required in the order. If the delivery note is missing or incomplete, we are not culpable for any resulting delays in processing and payment.

3. The risk of accidental loss and accidental deterioration of the goods shall be borne by the Supplier until the goods are handed over at the delivery address.

4. The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Supplier must also expressly offer us his service if a specific or determinable calendar period has been agreed for an action or cooperation on our part (e.g. provision of material).

§ 6 Warranty – Defect Investigation

1. Our rights in the event of material defects and defects of title of the goods and other breach of his duties and obligations by the supplier shall be governed by the statutory provisions, unless otherwise specified below. The Supplier is obliged to bear all expenses arising within the scope of the warranty. Further legal claims remain unaffected.

2. In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have no defects at the time of transfer of risk which impair their value or suitability, have the agreed specification and comply with the statutory and official regulations applicable to their use.

3. The statutory provisions shall apply to the commercial duty to examine and give notice of defects with the following proviso: Our obligation to inspect is limited to defects which are openly apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong and short deliveries) or which are identifiable during our quality control in a random sampling procedure. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Obvious defects shall be notified by us without delay, at the latest within five (5) working days after receipt of the delivery; hidden defects shall be notified without delay, at the latest within three (3) working days after their discovery, unless a longer period is appropriate in individual cases.

4. Otherwise, in the event of a defect of quality or title, we are entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.

5. In addition to the defect claims, we are fully entitled to assert our recourse claims within the delivery chain as determined by law (for example Supplier recourse pursuant to §§ 445a, 445b, 478 BGB). In particular, we are entitled to demand from the Supplier exactly the type of subsequent performance (repair or replacement) that we owe our customer in the individual case. Our legal right to choose is not restricted by this.

6. Our claims arising from Supplier recourse shall also apply if the defective goods have been further processed by us or another contractor, e.g. by installation in another product.

§ 7 Product Liability – Exemption – Liability Insurance

1. If the Supplier is responsible for any product damage it shall indemnify us in this regard against any third-party claims, insofar as the cause is set within the Supplier’s area of control and organisation and the Supplier is liable in the external relationship.

2. In this context, the Supplier shall also reimburse any expenses pursuant to §§ 683, 670 BGB and pursuant to §§ 830, 840, 426 BGB or § 5 ProdHaftG (German Product Liability Act), which arise from or in connection with a third party claim or a recall operation conducted by us. We shall inform the Supplier of the content and scope of the recall measures to be performed - if possible and reasonable - and give the Supplier an opportunity to comment. Further legal claims remain unaffected.

3. The Supplier shall take out an appropriate level of insurance to protect itself against the product liability risks associated with the goods it has supplied and shall provide us with suitable proof of this insurance cover on request. This does not affect our right to assert further claims for damages that we may have.

§ 8 Third-Party Property Rights – Socially Responsible and Sustainable Business

1. The Supplier shall ensure that the products it supplies do not infringe any third-party property rights in the Member States of the European Union or other countries in which the Supplier manufactures the products or has them manufactured.

2. If third parties make claims against us because of property right infringements, the Supplier shall indemnify us against these third-party claims. We are entitled to reach agreement with the third party, including without the Supplier’s consent, especially in relation to a settlement.

3. The Supplier’s obligation to indemnify us applies to all expenses that we incur as the result of, or in connection with claims asserted by third parties.

§ 9 Retention of Title – Provision – Tools – Confidentiality

1. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The obligation of secrecy shall only expire if and insofar as the knowledge contained in the documents provided has become generally known in a justified manner.

2. The above provision shall apply mutatis mutandis to materials provided by us as well as to tools, templates, samples and other items which we provide to the Supplier for production. Such items must - as long as they are not processed - be stored separately at the Supplier’s expense and insured to a reasonable extent against destruction and loss.

3. Any processing, mixing, combination or transformation of provided objects by the Supplier shall always be carried out for us. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire title to the product at the latest upon further processing in accordance with the statutory provisions. If the material provided by us is processed or inseparably mixed by the Supplier with other objects not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our material to the other processed or mixed items at the time of processing or mixing. If the mixing is carried out in such a way that the Supplier's item is to be regarded as the main item, it shall be deemed agreed that the Supplier shall transfer proportional co-ownership to us; the Supplier shall keep the sole ownership or co-ownership for us.

4. We likewise retain ownership of provided tools; the Supplier shall only use the tools to produce the goods we have ordered. The Supplier shall insure our tools at its own cost for original value against damage due to fire, water and theft. The Supplier shall perform any necessary maintenance and inspection work at its own cost in a timely manner. The Supplier shall inform us immediately in the event of any incidents; we reserve the right to claim damages in the event that the Supplier culpably fails to do so.

5. The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the purchase price. However, if we accept an offer of the Supplier for transfer of ownership in an individual case, which is conditional on the payment of the purchase price, the Supplier’s reservation of title expires at the latest upon payment of the purchase price for the delivered goods.

§ 10 Compliance / Code of Conduct

1. The Supplier shall comply with the obligations of the Code of Conduct. Moreover, the Supplier shall make best efforts to commit all agents it engages, which are involved in any way in the production of substances, mixtures and articles supplied to us, to the obligations from the Code of Conduct.

2. The substances, mixtures and articles supplied by the Supplier must comply with the provisions of Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), including all amendments, modifications and guidelines. The substances or substances contained in a mixture must be registered, unless the supplied substances are exempt from the obligation to register. The Supplier shall pass on sufficient information pursuant to Article 33 of REACH if it supplies us with articles within the meaning of Article 3 of REACH.

3. Pursuant to Article 8 of REACH, suppliers established outside the EU shall appoint an “only representative” (OR) established within the EU and shall provide us with the name and address thereof. The OR shall fulfil allregistration requirements and other REACH obligations on the Supplier’s behalf. The OR shall inform us whether it has performed pre-registration or registration and shall provide us with the registration number. We must be informed if an OR is no longer working for a supplier or the supplier changes its OR.

4. Pursuant to Article 59 (1) and (10) of REACH the Supplier shall ensure that the substances, mixtures and articles it supplies do not contain any substances of very high concern (SVHC) above a concentration of 0.1 % weight by weight (w/w) from the so-called candidate list. If the substances, mixtures or articles supplied by the Supplier contain individual substances from the candidate list, the Supplier shall inform us of this in writing without delay and without being asked – especially in the event of said list being expanded or amended. The Supplier shall inform us of the individual substances and their exact percent weight by weight composition (w/w).

5. If nanomaterial is supplied within the meaning of Commission Recommendation 2011/696/EU or future arrangements within REACH, the Supplier must inform us of this without delay, including details of the content and nature of the nanomaterials. This also applies to substances, mixtures or articles if the release of nanomaterials cannot be excluded during their use.

6. If hazardous substances within the meaning of the German Ordinance on Hazardous Substances (GefStoffV), or mixtures or articles are supplied, which may release hazardous substances when used, the Supplier shall provide us with an up-to-date and complete Safety Data Sheet that complies with the requirements of REACH and the CLP Regulation.

7. All substances, mixtures or articles supplied by the Supplier must comply with the requirements of Regulation (EC) No 1272/2008 on the Classification, Labelling and Packaging of substances and mixtures (CLP), including all amendments and modifications. Suppliers outside the EU must ensure that their OR (see 3.) follows the notification procedure for the inclusion of substances contained in the supplied mixtures in the classification and labelling inventory pursuant to Articles 39-42 of CLP.

8. The Supplier shall comply with the stipulated provisions in Section 1502 of the Wall Street Reform and Consumer Protection Act (DoddFrank Act) concerning “conflict minerals” within the meaning of the Dodd-Frank Act. If conflict minerals are required for the production or function of substances, mixtures or articles supplied by the Supplier, their origin must be disclosed. The Supplier shall provide us and other affected companies as required with the necessary documentation pursuant to the Dodd-Frank Act, concerning the use and origin of conflict minerals, without delay and in full.

9. The Supplier shall ensure compliance with Directive 94/62/EC on packaging and packaging waste, particularly the maximum accumulated concentration level of 100 ppm by weight of lead,cadmium, mercury and hexavalent chromium present in packaging or packaging components. Furthermore, the Supplier shall neither use nor deliver chlorine-bleached packaging to us.

10. Dangerous goods are subject to the regulations of the German Ordinance on the Transport of Dangerous Goods by Road, Rail and Inland Waterways – GGVSEB (ADR, RID) and must be handled accordingly.

11. The Supplier warrants that the substances, mixtures and articles it supplies to us contain no endocrine disruptors (e.g. bisphenol A) pursuant to the recommendations of the Euro pean Food Safety Authority (EFSA).

12. The supplier warrants that the substances delivered to us are not listed in Annex III of Regulation (EC) No. 1107/2009 (Regulation on the placing of plant protection products on the market). Likewise, delivered mixtures or articles may not contain any substances of the aforementioned Annex III.

13. The Supplier warrants that its production sites support, welcome, observe and respect applicable laws, the labour standards of the International Labour Organisation (ILO) and the environmental, social and governance (ESG) standards of the United Nations Global Compact Initiative. Where the laws and regulations that apply to the Supplier overlap, the higher standards shall apply. Moreover, the Supplier shall make best efforts to commit all its supplier companies to these obligations.

14. The aforementioned obligations to comply with laws, ordinances and other regulations apply, provided that said regulations are binding for the Supplier and apply to it by law.

15. In the event of a culpable violation of the aforementioned obligations, we are entitled to demand the cessation of the harmful action, provided that the violation is significant. If the relevant violation is not rectified within a reasonable period after receipt of the demand, or if the violation reoccurs, we are entitled to terminate/cancel the order/contract affected by the contractual violation with immediate effect, at no cost to us. A cancellation or refusal of acceptance does not mean that we have waived its rights to claim for damages; in fact, these rights remain unaffected. If the Supplier violates one of the obligations listed in § 10, the Supplier shall indemnify us, as well as other companies affected in this context and their customers, against all costs, direct and indirect third-party claims (e.g. compensation) and other liabilities (fines, penalties) because of the violation of the above provisions, unless the Supplier is not culpable for the violations of the aforementioned obligations.

§ 11 Final Provisions

1. Place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Emmerthal, Germany, provided that the Supplier is a merchant within the meaning of the German Commercial Code (HGB), an entrepreneur withinthe meaning of § 14 BGB, a legal entity under public law or a special fund under public law. We are also entitled in all cases to bring proceedings at the Supplier’s general place of jurisdiction. Primary legal provisions, especially concerning exclusive competence, remain unaffected.

2. Our place of business is the place of fulfilment, unless otherwise stipulated in the order.

3. The law of the Federal Republic of Germany applies.

4. If one or more provisions of these General Terms & Conditions of Purchase are or become invalid, this does not affect the validity of the remaining provisions of the General Terms & Conditions of Purchase.

As at 03/202