General Terms and Conditions of Purchase of FORBO SIEGLING GMBH
1. Scope
1.1 The present Conditions of Purchase shall apply to all business dealings between
the companies belonging to the FORBO SIEGLING GMBH Group (hereinafter:
FORBO SIEGLING GMBH) and the Supplier, even if they are not mentioned insubsequent contracts. Any additional Supplier terms and conditions or Supplierterms and conditions that conflict with, or differ from, these Conditions of Purchase shall not become part of the contract, unless expressly agreed to, in writing, by FORBO SIEGLING GMBH. The present Conditions of Purchase shallapply even if FORBO SIEGLING GMBH accepts a Supplier delivery without reservation while aware of the Supplier's opposing or different terms and conditions.
1.2 Any contract performance arrangements made between FORBO SIEGLINGGMBH and the Supplier in addition to, or that differ from, these Conditions ofPurchase must be made in writing. This shall also apply to any waiver of thiswritten form requirement.
1.3 Any rights that FORBO SIEGLING GMBH may have under statutory provisionsin addition to these Conditions of Purchase shall remain unaffected.
2. Contract Conclusion and Amendment
2.1 Unless expressly agreed otherwise in writing, the Supplier's offers and cost estimates shall be made free of charge.
2.2 Any orders, or their modification or amendment, as well as any other arrangements made at the time of contract conclusion shall become binding only once
they are placed in writing or electronically by FORBO SIEGLING GMBH or, incase of orders placed orally, over the phone, or by means of other telecommunication means, confirmed in writing or electronically. Orders placed with thehelp of automated means that lack a signature and name shall be deemed written orders. FORBO SIEGLING GMBH' failure to respond to offers, requests, orother declarations made by the Supplier shall be considered a consent only if
so expressly agreed in writing beforehand. If and insofar as an order placedshould include obvious errors, typos or miscalculations, it shall not be binding
upon FORBO SIEGLING GMBH.
2.3 The Supplier shall promptly, but no later than three (3) business days upon receipt of the order, issue an order confirmation indicating the price and delivery
date. Any departure in the order confirmation from the order received shall beconsidered agreed only once expressly confirmed in writing or electronically by
FORBO SIEGLING GMBH. The same shall apply to subsequent contract
amendments. If and insofar as FORBO SIEGLING GMBH has concluded aframework agreement for future supplies with the Supplier, any order (delivery
request) placed by FORBO SIEGLING GMBH shall be binding unless the Supplier objects within three (3) business days as of its receipt.
2.4 The Supplier shall promptly notify FORBO SIEGLING GMBH if it becomes evident during contract performance that departures from the originally agreed
specification are necessary or appropriate. FORBO SIEGLING GMBH shallpromptly inform the Supplier whether and which changes to make to the originalorder. If this should result in changed costs incurred by the Supplier as a resultof contract performance, both FORBO SIEGLING GMBH and the Supplier shallbe entitled to demand that the agreed prices be adjusted accordingly.
3. Delivery
3.1 Delivery execution, scope, and scheduling shall comply with the order. The
agreed-upon delivery deadlines and dates shall be binding. Delivery deadlines
shall commence on the day an order is placed.
3.2 Compliance with the delivery date or deadline shall be subject to FORBO SIEGLING GMBH receiving the goods on time. Unless DAP or DDP delivery (pursuant to Incoterms® 2010) has been agreed, the Supplier shall provide the goods
on time taking into account the loading and shipping time to be agreed with thecarrier.
3.3 If it is obvious to the Supplier that the delivery deadline cannot be met, the Supplier shall promptly notify FORBO SIEGLING GMBH in text form by giving reasons and specifying the expected duration of the delay. In case of delayed delivery, FORBO SIEGLING GMBH shall be entitled to rescind the contract regardless of whether the Supplier is at fault or not. In case of Supplier default,
FORBO SIEGLING GMBH shall be entitled to demand a contract penalty of
0.5% of the net order value, but not more than 5% of the net order value, perstarted week of delay. Further claims of FORBO SIEGLING GMBH shall remain
unaffected. The contract penalty shall be added to the damage for delay to be
reimbursed by the Supplier. FORBO SIEGLING GMBH' delivery claim shall be
excluded only once the Supplier, at FORBO SIEGLING GMBH' request, pays
damages instead of making the delivery. Acceptance of a late delivery shall not
be considered a waiver of claims for damages.
3.4 Delivery before the agreed-upon delivery date shall be permitted only with theprior written approval of FORBO SIEGLING GMBH. FORBO SIEGLING GMBH
shall be entitled to send back, at the Supplier's expense, any goods delivered
early or to store such goods at the Supplier's expense until the agreed-upondelivery date.
3.5 Unless otherwise agreed, partial deliveries as well as excess or short deliveries
shall not be permitted. FORBO SIEGLING GMBH reserves the right to accept
such deliveries in individual cases and to charge the Supplier a flat handling fee
in the amount of EUR 40.00 for the extra work caused by such partial deliveries.
The Supplier shall be entitled to prove that FORBO SIEGLING GMBH has suffered no or much lesser damages.
4. Passage of Risk / Shipment
4.1 The Supplier shall bear the risk of sudden loss or incidental deterioration of thegoods until acceptance by FORBO SIEGLING GMBH (DAP pursuant to Incoterms® 2010). If the Supplier is obligated to set up or assemble the goods at
FORBO SIEGLING GMBH' premises, the risk shall pass to FORBO SIEGLINGGMBH only once the goods are taken into operation.
4.2 Every delivery shall be accompanied by a delivery note including the order andmaterial number, a list of the batches delivered, the product name, the quantity
delivered and the weight. Any violation of this documentation obligations shallconstitute a major breach of contract by the Supplier. Any damage suffered by
FORBO SIEGLING GMBH as a result thereof shall be reimbursed by the Supplier.
4.3 The Supplier shall comply with FORBO SIEGLING GMBH' shipment requirements. Moreover, the goods shall be packaged such as to avoid damages

caused during transportation. Packaging material shall be used only to an extent
as necessary. The packaging material shall be eco-friendly and recyclable.
5. Prices and Payment
5.1 The price stated in the order shall be binding. Unless otherwise agreed in writing, all prices shall be DDP prices (pursuant to Incoterms® 2010) including packaging. The prices shown are all net prices; the statutory sales tax shall be indicated separately at the time of invoicing in the amount as applicable from time
to time.
5.2 The Supplier's invoices shall state the purchase order indicator (PO number, PO
date, quantity and price), the number of every single item (batches) and thedelivery note number. Otherwise, they shall be deemed not received because
they cannot be processed. Invoice copies shall be marked as such.
5.3 Payment shall be made upon acceptance of the goods and receipt of the invoice
either within thirty (30) business days with a 3% trade discount or within sixty(60) days, net. Payment shall be deemed in time if effected in time. Payment
shall be made subject to invoice verification. In case of bad deliveries, FORBO
SIEGLING GMBH shall be entitled to retain payment until proper performanceof the delivery without suffering any loss of rebates, trade discounts, or similar
price reductions. If and insofar as the Supplier is obligated to provide material
tests, test certificates, quality documents or other documents, acceptance of thegoods shall mean that said documents have been provided, as well. The period
allowed for payment shall commence upon complete removal of all defects. In
case of early delivery of the goods, the period allowed for payment shall commence on the agreed-upon delivery date.
5.4 The goods shall become the unencumbered property of FORBO SIEGLINGGMBH as soon as they are paid by FORBO SIEGLING GMBH. Payments shallbe made only to the Supplier. An extended or prolonged reservation of title shallnot be permitted. The Supplier shall be entitled to offset its counterclaims only ifthey have been recognized by declaratory judgment or if they are undisputed.
The Supplier may assert a right of retention only if its counterclaim is based on
the same contractual relationship.
6. Warranty and Claims for Defects / Liability
6.1 Unless otherwise agreed, the statutory warranty rights shall apply.
6.2 The Supplier shall warrant that the deliveries comply with the agreed-upon specifications, state of the art, and with all relevant legal provisions and regulationsof the authorities, of employers' liability insurance associations and of professional organizations. The Supplier shall be obligated, in particular, to comply
with the provisions of the EU Chemicals Ordinance REACH. The Supplier shallpromptly inform FORBO SIEGLING GMBH about any concerns it may haveagainst any order execution requested by FORBO SIEGLING GMBH.
6.3 If and insofar as doable in its ordinary course of business, FORBO SIEGLINGGMBH shall promptly upon acceptance of the goods perform an inspection to
see whether quantity and identity comply with the order and whether the goods
show visible transport damages.
6.4 If FORBO SIEGLING GMBH should detect a defect at such time or later on, it
shall ― if and insofar as doable in its ordinary course of business ― inform the
Supplier of such defect promptly after such inspection or detection.
6.5 FORBO SIEGLING GMBH' approval of the Supplier's drawings, calculations, orother technical documents shall not affect the Supplier's liability for defects andits responsibility for guarantees assumed by the Supplier.
6.6 In case of defects to the goods, FORBO SIEGLING GMBH (notwithstanding its
statutory claims for defects) shall be entitled to require the Supplier to either, at
its own discretion, remedy the defects or supply goods that are free from defects(supplementary performance). The Supplier shall bear all costs and expenses
that are necessary for such supplementary performance.
6.7 Except in case of fraudulent intent, claims for defects shall expire within three(3) years, unless the goods were used in accordance with their normal use fora building and have caused the building to be defective. The statutory period oflimitation shall commence once the goods have been accepted by FORBO
SIEGLING GMBH (passage of risk).
6.8 Should the Supplier fulfill its supplementary performance obligation by making
a replacement delivery, the statutory period of limitation for the goods delivered
in replacement shall start anew once they have been accepted.
6.9 Suppliers of goods that require spare parts shall be obligated to supply FORBO
SIEGLING GMBH with all necessary spare parts, accessories and tools for aperiod of another ten (10) years after the expiry of the statutory period of limitation.
6.10 If responsible for a product defect, the Supplier shall be indefinitely liable forconsequential damages caused by such product and suffered by third parties.
If the United Nations Convention on Contracts for the International Sale ofGoods (CISG) should apply to goods purchased abroad, the Supplier shall be
liable for the foreseeable damage even in the absence of fault by the Supplier.
Predictability shall be determined, inter alia, by the intended use disclosed to
the Supplier and by the specific characteristics guaranteed in respect of the
product.
6.11 If a third party should make a claim against FORBO SIEGLING GMBH, the Supplier shall indemnify the companies belonging to the FORBO SIEGLING GMBH
Group, i.e. FORBO SIEGLING GMBH may require the Supplier already after
receiving the first claim letter to further pursue the matter in consultation with
FORBO SIEGLING GMBH. This shall apply if and insofar as the consequential
damages in all likelihood have been predominantly caused by a defect in the
supplied product. FORBO SIEGLING GMBH may request a reasonable advance on the prosecution costs.
7. Product Liability
7.1 The Supplier shall be obligated to indemnify FORBO SIEGLING GMBH fromthird-party claims based on national or foreign product liability that are due todefects in a product supplied by the Supplier, provided that the Supplier is responsible for such product defect and the incurred damage under product liability law. Further claims of FORBO SIEGLING GMBH shall remain unaffected.
7.2 In the cases of clause 7.1, the Supplier shall bear any and all costs and expenses, including the costs of legal prosecution. The Supplier shall, in particular,
reimburse FORBO SIEGLING GMBH for costs and expenses incurred as a result of, or in connection with, measures taken by FORBO SIEGLING GMBH ―in particular warning, exchange, or product recall campaigns ― to prevent

Status: February 2017

General Terms and Conditions of Purchase of FORBO SIEGLING GMBH
claims being made based on product liability. If possible and reasonable,
FORBO SIEGLING GMBH shall inform the Supplier about the contents andscope of the measures to be taken and give the Suppler the opportunity to comment.
7.3 FORBO SIEGLING GMBH and the Supplier shall work together on all measuresthat minimize the risks of product users, that anticipate measures of the market
supervisory authorities or that rule out damage to the corporate image (market
correction measures). FORBO SIEGLING GMBH' assessment shall be decisive. If a claim is made by the market monitoring authority, all technical documents shall be promptly provided in a language understandable to the competent market monitoring authority. The Supplier shall bear the costs of suchmeasures if and insofar as the Supplier is responsible for the cause.
7.4 The Supplier shall take out insurance in a reasonable amount against all risks
arising from product liability, including recall risks, and shall, upon request, prove
such insurance to FORBO SIEGLING GMBH by presenting its insurance policy.
8. Third-Party IP Rights
8.1 The Supplier shall ensure that delivery and utilization of the goods will not infringe any third-party patents, licenses, or other IP rights.
8.2 If and insofar as a third party makes a claim for infringement of such rights
against FORBO SIEGLING GMBH or its customers due to delivery and utilization of the goods, the Supplier shall be obligated to indemnify FORBO SIEGLING GMBH or its customers from such claims. This indemnification obligation
shall apply to any and all expenses incurred in connection with such claims being made.
9. Provision of items by FORBO SIEGLING GMBH
9.1 FORBO SIEGLING GMBH reserves title to samples, models, drawings, mastercopies, tools and other items provided to the Supplier for the manufacture of theordered goods or for other reasons. The Supplier shall be obligated to use suchitems only for the manufacture of the ordered goods or as otherwise directed by
FORBO SIEGLING GMBH. Such items must not be made accessible to third
parties. The Supplier shall promptly return such items, without request, to
FORBO SIEGLING GMBH at its own cost and expense if and insofar as theirprovision is no longer required.
9.2 Processing or alteration of provided items by the Supplier shall be done for andon behalf of FORBO SIEGLING GMBH. If and insofar as such items are processed with other items that do not belong to FORBO SIEGLING GMBH,
FORBO SIEGLING GMBH shall acquire co-ownership of the new product inproportion of the value of the item belonging to FORBO SIEGLING GMBH at
the time of processing to the other items processed.
9.3 The Supplier shall be obligated to treat and store the provided items with care.
The Supplier shall, at its own cost and expense, insure the provided items attheir replacement value against fire, water and theft. The Supplier shall already
now assign to FORBO SIEGLING GMBH, who hereby accepts such assignment, any and all claims for compensation under said insurance. The Suppliershall be obligated to carry out in due time any and all maintenance work andinspections as well as any and all servicing and repair work to the provided items
at its own cost and expense. The Supplier shall promptly inform FORBO SIEGLING GMBH about any damages.
9.4 Goods manufactured by the Supplier, in whole or in part, according to FORBO
SIEGLING GMBH' specifications or using the items provided by FORBO SIEGLING GMBH may be used by the Supplier itself or offered, supplied or madeaccessible to third parties only with the prior written approval of FORBO SIEGLING GMBH. This shall also apply to goods that FORBO SIEGLING GMBH legitimately refused to accept from the Supplier.
10. Force Majeure10.1 If and insofar as FORBO SIEGLING GMBH is prevented from fulfilling its contractual obligations, in particular from accepting the goods, by force majeure,
FORBO SIEGLING GMBH shall be released from its performance obligation for
as long as the hindrance is in place and for a reasonable time period thereafter
without being obligated to pay damages to the Supplier. The same shall apply if
and insofar as it becomes unreasonably difficult or temporarily impossible for
FORBO SIEGLING GMBH to fulfill its obligations due to unforeseeable circumstances beyond FORBO SIEGLING GMBH' control, in particular official actions,energy shortfalls or major disruptions. The same shall apply in case of labor
disputes affecting FORBO SIEGLING GMBH.
10.2 FORBO SIEGLING GMBH shall be entitled to rescind the contract if such hindrance in terms of clause 10.1 continues for more than four months and performance of the contract becomes uninteresting to FORBO SIEGLING GMBH due
to such hindrance. At the Supplier's request, FORBO SIEGLING GMBH shalldeclare after the expiry of the deadline whether it wishes to exercise its right ofrescission or accept the goods within a reasonable time period.
11. Confidentiality
The Supplier shall be obligated to keep any and all information, which it may
learn about FORBO SIEGLING GMBH and which are marked confidential or
which obviously qualify as business or trade secrets based on other circumstances, secret for an indefinite period of time, and to neither record nor passon or use such information, unless required in connection with a delivery to bemade to FORBO SIEGLING GMBH. By making appropriate contractual arrangements with its employees and agents, the Supplier shall ensure that said
employees and agents will also refrain from using, passing on, or recording suchbusiness and trade secrets at least during the term of the business relationship.

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the origin of its goods and components of its goods, including technology
and software,whether the goods were transported through the US, manufactured orstored in the US, or produced with the aid of US technology,
the commodity code (HS code) of its goods, andthe name of a contact person at its company to clarify any questions of
FORBO SIEGLING GMBH.
At FORBO SIEGLING GMBH' request, the Supplier shall be obligated to provide
FORBO SIEGLING GMBH in text form with any and all further foreign trade data
pertaining to its goods and their properties and to promptly (before delivering
any affected goods) inform FORBO SIEGLING GMBH in text form about any
and all changes to such data.
13. Social Responsibility and Environmental Protection
The Supplier shall undertake to comply with the respective regulations governing the treatment of employees, environmental protection, and on-the-job safety
and to strive to reduce negative effects on man and the environment through its
activities. To this end, the Supplier shall, as far as possible, set up and further
develop a management system under ISO 14001. The Supplier shall moreover
comply with the principles of the Global Compact Initiative of the UN. These
relate essentially to the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the eliminationof discrimination in recruitment and in the workplace, responsibility for the environment and the prevention of corruption. Further information on the UN's
Global Compact Initiative are available at www.unglobalcompact.org. Furthermore the principles of the Forbo Code of Conduct shall be applied to the business relationship. Further information on the Forbo Code of Conduct are available at www.forbo.com/corporate.
14. Miscellaneous – Especially Engaging Third Parties / Working at FORBO
SIEGLING GMBH' Plant
14.1 The Supplier shall be entitled to have an order or major parts thereof performed
by a third party only with the prior written approval of FORBO SIEGLING GMBH.
14.2 The Supplier may transfer potential rights and obligations to a third party onlywith the prior written approval of FORBO SIEGLING GMBH.
14.3 The language of the contract shall be English, unless the parties have expressly
agreed on the respective national language being the contractual language in
the individual case.
14.4 If and insofar as these General Terms and Conditions of Purchase are composed in further languages, the English version hereof shall take precedence.
14.5 The place of performance for all Supplier services and of FORBO SIEGLINGGMBH shall be the place of business of the company of the FORBO SIEGLINGGMBH Group placing an order.
14.6 Individuals carrying out work at the premises of one of the companies belonging
to the FORBO SIEGLING GMBH Group in performance of the supply contract
shall be subject to the provisions of the plant regulations, as applicable fromtime to time; the regulations governing access to the plant shall be compliedwith. FORBO SIEGLING GMBH cannot be held liable for self-inflicted accidents
happening to such individuals on the premises or in the plant.
15. Applicable Law / Place of Jurisdiction
15.1.The legal relationships between the Supplier and FORBO SIEGLING GMBH
shall be governed by the laws of the Federal Republic of Germany. International
matters shall be governed by the United Nations Convention on Contracts for
the International Sale of Goods. Questions pertaining to issues that are not regulated by the United Nations Convention on Contracts for the International Saleof Goods or that cannot be decided by its basic principles shall be decided inaccordance with the law applicable at FORBO SIEGLING GMBH' place of business.
15.2 The exclusive place of jurisdiction for any and all national business relationships
with businessmen and corporate bodies organized under public law shall be
Hanover, Germany. FORBO SIEGLING GMBH shall also be entitled to bringsuit at the Supplier's place of business and at every other admissible place ofjurisdiction.
15.3 In case of legal disputes in international cross-border business dealings arisingunder or in connection with this contract and its performance, the contracting
parties may opt between going to an ordinary court or to an arbitral tribunal.
15.4 If the parties decide to go to an ordinary court, the exclusive place of jurisdiction
for any and all disputes arising under or in connection with this contract and its
performance shall be Hanover, Germany. However, FORBO SIEGLING GMBH
shall also be entitled to bring suit at the Supplier's place of business and at every
admissible place of jurisdiction.
15.5 If the parties apply to an arbitral tribunal, any and all disputes arising under or inconnection with this contract shall be settled with final effect according to the
Arbitration Rules of the German Institution of Arbitration (Deutsche Institution
für Schiedsgerichtsbarkeit e.V. [DIS]). The Arbitration Rules are available in, inter alia, German, English, French, Spanish, Chinese, Russian and Turkish at
http://www.dis-arb.de/de/16/regeln/uebersicht-id0.
15.6 The arbitral tribunal shall be made up of three arbitrators. Unless agreed otherwise by the parties, at least one of the individual arbitrators must be a lawyer.
The arbitrators must be able to speak the language of arbitration.
15.7 The language of arbitration shall be German, unless the parties have agreed ona different language of arbitration.
15.8 The seat of the arbitral tribunal shall be Hanover in Germany.

12. Export control and Customs
The Supplier shall be obligated to inform FORBO SIEGLING GMBH about possible approval obligations for the (re)export of its goods under German, European, Asian, or US export and customs regulations and under the export andcustoms regulations of the country of origin of its goods in its business documents. To this end, the Supplier shall include the following information with therespective items at least in its offers, order confirmations and invoices:
the export list number pursuant to Annex AL to the German Foreign Trade
Regulations or comparable list items of relevant export lists,
the ECCN (Export Control Classification Number) for US goods,

Status: February 2017