BOSCH ENGINEERING GMBH
Terms and Conditions of Purchase
These Terms and Conditions of Purchase (the “Terms”) shall apply tobusiness transactions with companies, legal entities under public law andspecial funds under public law and shall govern our worldwide purchasingtransactions.
1.

GeneralOur Terms apply to the exclusion of any terms and conditions of the
supplier conflicting or deviating from our Terms unless we haveexpress- ly agreed to them in writing. Acceptance of or payment forthe supplier’sgoods and services (the “Goods”) shall not constitutean agreement ofany such terms and conditions even if the acceptanceor payment is made with knowledge of conflicting or supplementaryterms and conditions of the supplier. Any terms and conditions of the
supplier previously agreed that conflict with or supplement theseTerms shall no longer be deemed agreed.

2.
2.1

Conclusion of and Modifications to the Contract
Orders, contracts and order releases as well as variations and supplements thereto must be made in writing.
Oral agreements of any kind, including subsequent variations andsup- plements to our Terms must be confirmed by us in writing tobecome ef- fective.
Any communication required in writing by these Terms may be sent
by telefax, remote data transmission or email.
Cost estimates shall be binding and shall not be compensated unlessexpressly agreed otherwise.
We shall be entitled to cancel any order that is not accepted by the
supplier within two weeks from the date of its receipt.
As part of an agreed planning system for purchase orders and orderreleases, order releases shall become binding provided the supplierdoes not reject them within two working days of their receipt.
The Packaging Specifications and the Logistics Manual of Robert
Bosch
GmbH
shall
apply
(see
under
https://www.bosch.com/company/supplychain/information-forbusiness-partners/#logistics-regulations-and- standards “Logistics
Supplier Manual”).
For work and services, the supplementary Terms and Conditions ofPurchase for Work and Services of Robert Bosch GmbH shall apply
(see
under
https://www.bosch.com/company/supplychain/information-forbusiness-partners/#purchasing-terms-andconditions “Global Supple- mentary Terms & Conditions”)

2.2
2.3
2.4
2.5
2.6
2.7

2.8

3.
3.1

3.2
3.3

3.4

3.5
3.6

3.7

3.8

Delivery
Agreed delivery periods and delivery dates are binding. Relevant forcompliance with agreed delivery dates or delivery periods shall be thereceipt of the Goods by us. Unless delivery “free at factory gate” isagreed (DAP® or DDP® as per Incoterms 2020), the supplier shallmake the Goods available in good time, and shall factor in the timeneeded for loading and shipment as agreed with the carrier.
If the supplier is responsible for assembly or installation, the suppliershall bear all the necessary cost such as travel expenses, provision oftools and daily allowances.
If the supplier fails to meet agreed delivery dates, the statutory provisions shall apply. The supplier must immediately notify our orderingde- partment if it anticipates difficulties with respect to production,
the sup- ply of precursor material, compliance with the agreed
timescale or simi- lar circumstances that could interfere with
supplier’s ability to deliver ontime or to deliver the agreed quality.
The unconditional acceptance of a delayed delivery or service shallnot constitute a waiver of any claims for the delayed delivery orservice; this applies until we have fully paid all amounts owed for theparticular de- livery or service.
The supplier shall not deliver ordered Goods by instalments unlessexpressly agreed or we can reasonably be expected to accept them.
Quantities, weights and measurements of the Goods identified by us
during incoming goods inspection shall determine supplier’s
compliance with contractually agreed values, subject to different
quantities, weights or measurements being proved by the supplier.
Unless otherwise stipulated in the supplementary Terms andConditions of Purchase for Software, the supplier shall assign to us anunlimited and worldwide license to use any software included in thedelivery. Such li- cense shall encompass, in particular, duplication,loading and running thesoftware.
We shall be entitled to sublicense, rent, lease or transfer the right touse the software in any other form to our affiliates within themeaning of

Status 10/2021§ 15 AktG (German Companies Act), as well as to our subcontractors
who are in charge of manufacturing our products and therefore require aright to use the software. We shall further be entitled to distribute thesoftware to customers as part of a hardware product including a respective sub-licence to use insofar as this is necessary for the use of the
hardware.
3.9 We also have the right to use provided software, including any documentation, with the agreed performance characteristics and to the extent
necessary for the use of the product in accordance with the agreement.
We also have the right to make copies as necessary for backup and archive purposes.
3.10 The supplementary Terms and Conditions of Purchase for Software ofRobert Bosch GmbH, as well as the supplementary Terms and Conditions for Products related to Open Source Software shall apply to softwareinaddition
to
these
Terms
(see
under
https://www.bosch.com/company/supply-chain/information-forbusiness-partners/#purchasing-terms-and-conditions “Global Supplementary Terms & Conditions”)
4.
4.1

4.2

Force Majeure
In the event of acts of God, operational disturbances without fault, riots,
any action taken by a government or public authority or other circumstances not within our reasonable control such as pandemics, we shall,for the duration of such event, not be liable for a delay or failure to accept delivery of the goods or performance of services. Either party shallbe obliged to promptly provide to the other party all reasonable information, and to temporarily adapt their obligations in good faith to the altered circumstances, in particular to possibly altered market conditions.
During such events and for a period of two weeks thereafter, we shall beentitled, without prejudice to any other rights we may have, to rescindfrom the contract in whole or in part, provided a contractual adjustment
is not possible, and provided that such events are not of inconsiderable
duration.
The provisions of clause 4.1 above shall also apply in the case of labor
disputes.

5.

Dispatch Note and Invoice
The instructions included in our orders and order releases shall apply.
Invoices shall be addressed to the invoice address specified in the order
or order release and shall be sent as a single copy showing the invoice
number and other allocation references; the invoice must not be enclosedwith the shipments.

6.

Pricing and Transfer of Risk
Unless otherwise agreed, the prices are “Free Carrier (named place)“(FCA® Incoterms 2020) including packaging. Value added tax (VAT) is
not included. The supplier shall bear all risks of loss or damage to thegoods until they are loaded onto the means of transport provided by us or
by our representative, or, if agreed, until the goods are received at theagreed delivery location.

7.

Payment Terms
Unless otherwise agreed, invoices shall be paid within 30 days from receipt of the Goods or performance of the services respectively, and of aduly issued and verifiable invoice sent to the invoice address as instructed by us. Payment is subject to invoice verification.

8.
8.1.

Notification of Defects
Our incoming goods inspection shall be limited to obvious damages, inparticular transport damage, and discrepancies in identity or quantity of
the Goods, except as otherwise agreed in the Quality Assurance
Agreement.
8.2. We will give notice of any defects found immediately after theirdiscovery.
8.3. To this extent, the supplier waives the objection of delayed notificationof defects.

9.
9.1
9.2

Claims for Defects
Unless otherwise stated below, the statutory provisions for defects as toquality and defects of title shall apply.
We have the right to select the type of subsequent performance. Place ofperformance for such remedy shall be the intended location of theGoods. This shall be the place where the Goods are located at the time of
the warranty claim. Only in the event of disproportionate expenses, thesupplier may refuse the chosen type of subsequent performance.

In the event the supplier fails to commence rectifying the defect following our request to do so and following expiry of a reasonably short grace
period, we shall be entitled, in urgent cases (in particular to prevent imminent danger or greater damage to the Goods), to rectify the defect ourselves or have it rectified by a third party at the supplier’s cost.
9.4 The supplier shall indemnify us and hold us harmless from any claims
for the violation of third party rights by the Goods, unless the suppliercan prove not to be liable for the violation. Immediately upon request,
the supplier shall provide us with all information and documents on his
goods and services that are required for the defense against such third
party claims. Further, the supplier shall provide reasonable support inproving that the Goods are free from third-party rights, such as e.g. research on third party IP rights, and shall, on request, make respective
documents and analyses available.
9.5 The limitation period for indemnity claims shall be three years. The
limitation period for indemnity claims shall begin at the end of the year
in which the claim arose and in which we became aware, or withoutgross negligence ought to have become aware, of the circumstances supporting the claim and of the person liable. Any longer statutory limitation
periods shall take precedence. This shall also apply to the aforementioned right to access information and documents.
9.6 Except in the event of fraudulent misrepresentation, the limitation period
for claims for defects shall be three years unless the Goods have beenused according to their conventional purpose for a construction, and havecaused the defectiveness thereof. The limitation period shall commence
upon completion of delivery of the Goods (transfer of risk). Any longer
statutory limitation periods shall take precedence.
9.7 For claims based on defects of title, clause 9.5 (limitation period forindemnity claims) shall apply accordingly. Any longer statutory limitation periods shall take precedence.
9.8 If the supplier effects its obligation of subsequent performance by supplying replacement goods, the limitation period of such replacement
goods shall begin anew upon their delivery, unless the supplier explicitly
and correctly made the reservation when effecting the subsequent performance that the replacement goods were delivered as mere good will
and to avoid disputes, or to continue the business relationship.
9.9 The supplier shall bear all costs for transport, travel, labor, installation,
dismantling and material arising in the context of the subsequent performance. If, as a result of defective Goods, we incur costs and expenses inconnection with the repair or replacement of the defective Goods, and wewere entitled to reasonably make them, in particular costs and expenses
for sorting, for an incoming goods inspection exceeding the regularscope, for an examination and analysis of the defect, as well as costs forthe involvement of external or internal staff, the supplier shall bear thesecosts unless he is not liable for the defect. A contributory negligence on
our part shall be considered according to § 254 BGB (German Civil
Code) when determining the compensation.
9.10 Insofar as our customers are automotive manufacturers and use a reference market procedure or a similar, in the automotive industry common,
procedure for determining and settling warranty claims for defective
Bosch products, this procedure shall also apply to the relationship between the supplier and us if the defect is attributable to the supplier’s
products.
9.11 The supplier shall be liable for the fault of its sub-suppliers as it is for its
own faults.

on our part shall be considered in accordance with § 254 BGB when determining the costs to be borne by the supplier.

9.3

10.
10.1

10.2
10.3
10.4

11. Rescission and Termination
11.1 In addition to the statutory rights of rescission, we shall be entitled torescind from the contract if there is or threatens to be a fundamental deterioration to the financial circumstances of the supplier that jeopardises
the performance of any supply obligation to us.
11.2 We further have the right to rescind from the contract if• the supplier meets the criteria for insolvency;• the supplier suspends payment of its debts;• the supplier meets the criteria for imminent insolvency pursuant to§ 18 InsO (German Insolvency Act) or over-indebtedness of the supplier becomes apparent;• the supplier files a petition for institution of insolvency proceedings orcomparable debt settlement proceedings over its assets or business operation; or• a petition for institution of insolvency proceedings over the assets ofthe supplier is dismissed for lack of funds.
11.3 In the event of a contract for performance of recurring obligations,clauses 11.1 and 11.2 shall apply by analogy provided that the right torescind from the contract shall be substituted by an extraordinary right toterminate the contract with immediate effect.
11.4 If the supplier partially performed, we are only entitled to rescind fromthe whole contract if we have no interest in the partial performance.
11.5 If we rescind from or terminate the contract by virtue of the foregoing
contractual rescission or termination rights, the supplier shall compensate us for the loss or damage incurred as a result, unless the supplier did
not cause the rights to rescind from or terminate the contract to arise.
11.6 This clause 11 shall not affect any statutory rights or claims available tous.
12.

Conducting Work
Suppliers who carry out work on our factory premises in fulfillment of
the agreement must observe the statutory laws and regulations as well as
our plant regulations. The supplier shall nominate a key contact responsible for the order who shall ensure compliance with supervision andcontrol duties. The key contact shall align with our coordinator prior tocarrying out any work, shall implement appropriate safety precautions
and shall inform us and third parties affected about risks resulting fromone another. The supplier shall be responsible for the instruction andsafety of its employees and subcontractors as well as for the eliminationof risks for third parties. The supplier shall only use suitable and sufficiently qualified employees and safe working equipment on our premises. Any accidents occurring on our premises must be reported to us immediately.

13.

Provision of Materials
Materials, parts, containers and special packaging provided by us against
payment or free of charge (“Provisions”) remain our property; if payment is owed, this shall apply until full payment has been made. Provisions shall only be used in accordance with the contractually intended
purpose. The processing and assembly of Provisions shall only takeplace on our behalf. The parties acknowledge that we shall be co-ownerof the products manufactured with the Provisions in proportion to thevalue of the Provisions in relation to the value of the whole product; suchco-owned products shall be kept safe for us by the supplier. We retain coownership on the products manufactured using our Provisions until all
our claims arising out of the supply of Provisions have been satisfied infull. The supplier is entitled to sell the products manufactured using our
Provisions in its ordinary course of business subject to retention of ti- tle.
The supplier hereby assigns to us all claims, including ancillary rights,
arising or to arise from such resale in full. The assigned claims shallsecure the claims we have accrued by supplying the Provisions. The
supplier is entitled to enforce the assigned claims. We may revoke thesupplier’s rights pursuant to this clause 13 if the supplier fails to duly
perform its contractual obligations, is in default of payment, suspends its
payments, or if the supplier files a petition for institution of insolvency
proceedings or of similar debt settlement proceedings over its assets.
Further, we may revoke the supplier’s rights under this clause 13 if its financial circumstances deteriorate fundamentally or threaten to do so or if
the supplier meets the criteria for insolvency or over-indebtedness. Upon
request of the supplier, if the value of the securities issued exceeds thevalue of our claims by more than 10 % in total, we shall release securities of our choice to this extent.

Product Liability and Recall
In the event of a product liability claim, the supplier is obliged to indemnify us and hold us harmless from such claims if and to the extent thedamage was caused by a defect in the Goods supplied by the supplier. In
cases of liability based on fault, this shall only apply if the supplier is at
fault. Insofar as the cause of the damage falls within the area of responsibility of the supplier, the supplier shall bear the burden of proof not to
be at fault.
In the cases of clause 10.1 above, the supplier shall bear all costs andexpenses, including any legal fees, except such costs are in total not necessary and reasonable.
In all other respects, the statutory provisions shall apply.
Prior to any recall action which is partially or wholly caused by a defectin the supplier’s Goods, we shall notify the supplier, give the supplier theopportunity to collaborate, and discuss with the supplier the efficient initiation of the recall action, except such notification of or collaboration
with the supplier is not possible due to the particular urgency. The costsof the recall action shall be borne by the supplier to the extent that a recall action is caused by a defect in the Goods supplied by the supplier,except the supplier is not liable for the defect. A contributory negligence

Status 10/2021

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14.
14.1

Documentation and Confidentialty
The supplier shall keep all business and technical information madeavailable by us (including features which may be derived from objects,
documents or software provided and any other knowledge or experience)
confidential as long as and to the extent that it is not proven publicknowledge, and it may disclose such information only to those employees and representatives who necessarily need to know it for the contractual purpose, and who are themselves committed to confidentiality; theinformation remains our exclusive property. Without our prior writtenconsent, such information must not be duplicated or commercially exploited, except for deliveries to us. At our request, the supplier shall immediately and in full return or destroy all information originating fromus (if appropriate also including any copies or records made) and items
provided by us.
We reserve all rights to such information (including copyright and theright to file applications for intellectual property rights such as patents,
utility models, semiconductor protection, etc.). In the event third parties
provided the information to us, the reservation of rights shall also apply
for the benefit of such third parties.
14.2 Products manufactured on the basis of documentation drafted by us suchas drawings, models and the like, or based on our confidential information, or manufactured with our tools or with copies of our tools , shallneither be used by the supplier itself nor offered or supplied to third parties. This also applies analogously to our print orders.
15.
15.1

Export Control and Customs
The supplier shall inform us in its business documents, or by other meansof communication as specified by us (e.g. platforms), about any
applicable requirements or restrictions for the (re-) export of the items(goods, software and technology) under applicable export control andcustoms regulations, as well as under the export control and customs
regulations of the country of origin of the items. .
The supplier shall send the following information on items subject to(re-)
exportlicenserequirementsor
restrictions
toExportkontrolle.BEG@bosch.com in good time prior to the first delivery:• Bosch material number,• Product description,• All applicable export list numbers including the Export Control
Classification Number pursuant to the U.S. Commerce Control List
(ECCN)• Country of origin of the items under commercial policy (nonpreferential origin)• HS Code of the items,
Supplier shall inform Bosch without delay in case of any changes ofexport license requirements export list numbers (including ECCN) for
his items due to amendments of technical parameters, amendments ofexport control or customs laws or official directives.
Supplier shall provide the ECCN (including EAR99) to Bosch for all
items subject to U.S. export controls.
15.2 The supplier is obliged to implement measures as appropriate for its
business model to secure the supply chain as defined by the WCO SAFE
Framework of Standards, and in particular, to support us in taking
necessary measures to achieve and keep the authorization as Authorized
Economic Operator (AEO). The supplier is obliged to provide
appropriate evidence, e.g. authorizations or declarations such as security
declarations, declarations within the scope of C-TPAT or similar
programs. We, or a third party instructed by us, shall be entitled to
examine the supplier’s evidence as set forth under this clause at the
supplier’s premises.
15.3 The supplier is obliged to inform us about the Goods’ non-preferential
origin and shall indicate the same on the invoice. Upon our request, thesupplier shall issue a certificate of origin. The supplier ensures to provide
details about the required preferential origin and to enclose the required
proof of origin with all deliveries from any member state of a free trade
agreement/preferential agreement. For deliveries within the European
Union (EU), the supplier shall issue a long-term supplier declaration inaccordance with the relevant EU implementing regulation within aperiod of 21 days following our request. For initial deliveries, thesupplier shall provide the information about the non-preferential andpreferential origin in writing at the latest at the time of the first delivery.
It shall notify us about subsequent changes immediately in writing.
15.4 For deliveries across customs borders, the supplier is obliged to include
all required documents with the delivery, such as commercial invoice,delivery note and all information necessary for a complete and correct
import customs declaration. The following should be noted for theissuance of invoices:
Status 10/2021• Costs not included in the goods price (e.g. costs for research anddevelopment, license fees, tooling costs, Provisions of the buyer relating
to the shipment) shall be listed separately and in addition to the goods
price.
• In case of free of charge deliveries, the supplier is obliged to indicate avalue on the pro forma invoice that reflects the Goods’ fair market priceand add the statement „For Customs Purpose Only”.
15.5 The supplier shall support us by all available means to reduce or minimize
our payment obligations regarding customs duties or costs for customs
clearance.
15.6 Unless otherwise agreed in the delivery or quotation documents, anytransfer of software, software know-how, technology or other data (e.g.
cartographical data) across customs borders shall take place by electronicmeans only (e.g. email or per download). This clause shall not apply to“embedded software” (software that is physically integrated in hardware).
15.7 Notwithstanding any other rights and without any liability to the
supplier, we are entitled to withdraw from the affected contract or toterminate it without notice in case the supplier repeatedly fails to fulfil
its obligations under section 15.1-15.6.
16. Compliance, Social Responsibility and Sustainability
16.1 In its trade dealings with us, the supplier undertakes not to offer or give,or request or accept, any incentive in breach of applicable anti-corruption
legislation, neither in its business affairs nor when dealing with public
officials.
16.2. In its trade dealings with us, the supplier undertakes not to make any
agreements with other undertakings or to participate in concerted practices which have as their object or effect the prevention, restriction or
distortion of competition under applicable antitrust regulations.
16.3 The supplier guarantees payment of fair wages and equal remuneration
for work of equal value without distinction of any kind, and to comply
with the applicable laws governing the general minimum wage; the supplier shall commit its sub-suppliers accordingly. On request, the suppliershall prove compliance with the foregoing guarantee. In the event of abreach of the foregoing guarantee to comply with the applicable laws
governing the general minimum wage, the supplier shall indemnify us
and hold us harmless from all third party claims and is obliged to reimburse any fines imposed on us in this context.
16.4 The supplier shall comply with the applicable statutory provisions andregulations governing the environmental protection, health and safety atwork, treatment of employees and the protection of human rights.
Further, the supplier shall observe the requirements of the Code of
ConductforBusiness
Partners(seeunder
https://www.bosch.com/company/supply-chain/information-forbusiness-partners/#responsibility-and-sustainability ) and the Principlesof the Global Compact initiative of the United Nations(www.unglobalcompact.org) and procure for its sub-suppliers to act inaccordance with the same. These essentially concern the protection ofuniversal human rights, elimination of forced labor and abolition of childlabor, elimination of discrimination in respect of employment and occupation, and environmental responsibility.
To reduce adverse effects on human health and environment, the suppliershall implement and further develop an environmental management system in accordance with or comparably similar to ISO 14001. Further, thesupplier shall comply with the Bosch Policy for Conflict Raw Materials
and consider it in its supply management (see underhttps://www.bosch.com/company/supply-chain/information-forbusiness-partners/#responsibility-and-sustainability ).
16.5 The supplier shall respond to inquiries to compliance, social responsibility and sustainability in the supply chain within reasonable time and inline with stipulated formalities. In the event of a suspected violation of
the obligations under clauses 16.1 to 16.4, the supplier shall promptly investigate any potential violations and inform us of investigative
measures undertaken, and, where warranted, notify us of the affectedsuppliers. If the suspicion proves to be warranted, the supplier must inform us within a reasonable period of time of the measures undertakeninternally within its organization in order to prevent future violations. If
the supplier fails to comply with these obligations within a reasonable
period of time, we reserve the right to rescind from contracts with the
supplier or terminate them with immediate effect.
16.6 In the event of severe violations of the law by the supplier and in theevent of violations of clauses 16.1 to 16.4, we reserve the right to rescindfrom existing contracts or terminate them without notice.
17.

3

Place of Performance
Unless otherwise agreed, the place of performance is the place where theGoods are to be delivered as per the contract, or where the service is tobe rendered.

18.
18.1

18.2
18.3

Miscellaneous
If any provision of these Terms and of any supplemental agreements isor becomes invalid, this shall not affect the validity of the rest of theTerms. The parties shall agree to a replacement provision that, to thegreatest extent possible, achieves the intended commercial result of theoriginal provision.
The contractual relationships shall exclusively be governed by German
law excluding the conflict of law provisions and the UN Convention on
Contracts for the International Sale of Goods (CISG).
The place of jurisdiction for all legal disputes arising directly or indirectly out of contractual relationships based on these Terms shall be
Stuttgart. The local court of Stuttgart (Amtsgericht Stuttgart, 70190
Stuttgart) has jurisdiction over cases brought before the local court. We
further have the right, at our discretion, to initiate legal action against the
supplier at the court of the supplier’s registered office or branch office,or at the court of the place of performance.

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