General Terms and Conditions of Purchase for Deliveries and Services
to the companies of Leister Group in Switzerland
1ScopeThese General Terms and Conditions of Purchaseshall apply to all purchases made by Leister AG or
any of its subsidiaries (hereinafter each individuallya "Purchaser" and collectively "Leister Group").

2

Conclusion of contract

The contract between the Supplier and the Purchaser shall be based exclusively on these General
Terms and Conditions of Purchase. Any other terms
and conditions of business or supply of the Suppliershall not apply, even if they are included or referenced by the Supplier in an order confirmation or inother documents.
All orders, agreements and changes are only binding if they are placed or confirmed in writing by thePurchaser. Agreements require explicit confirmation by the Purchaser in the form of a written addendum to the contract.
Orders and delivery call-offs shall be deemed accepted if the Supplier does not object to them in writing within two weeks of receipt.
The Supplier shall treat the conclusion of contractand its fulfilment as confidential. The Supplier may
only name the Purchaser and Leister Group as areference to third parties with their written consent.

3Prices and terms of payment

The agreed prices are fixed prices and include thecosts for product and transport packaging. Value
added taxes are to be shown separately on the invoice by the Supplier. Invoices are to be sent to therespective accounting department (invoice@leister.com / invoice@axetris.com) with each order.
In the absence of any special agreement, the Purchaser shall pay invoices that are in conformity withthe contract and are undisputed within 30 days ofreceipt. Payments by the Purchaser do not constitute a waiver of rights in respect of defects and do
not constitute recognition of a debt obligation.
Claims of the Supplier arising from this contract may
only be assigned to third parties with the prior written consent of the Purchaser.

4Delivery and transport conditions

Unless otherwise stated in the order, the delivery of
the contractual products shall be FCA domicile of
the Supplier (Incoterm 2020). For Suppliers domiciled in Switzerland, DAP (Incoterm 2020) shall apply. The transfer of risk to Leister shall be determined in accordance with the respective agreed
Incoterm.
The Supplier is obliged to support the Purchaser
with reasonable efforts to minimize the costs forcustoms clearance and customs duties.
In the case of delivery of contractual products, theconsignment must be accompanied by a delivery
note stating the respective order number, the orderdate, the Leister article number, the quantity and thePurchaser.
The Purchaser reserves the right to acknowledge
excess or short deliveries. Partial deliveries or advance deliveries >10 days require the prior writtenconsent of the Purchaser.

5

Evidence of origin and export control legislation

Evidence of origin requested by the Purchaser shallbe provided by the Supplier with all necessary details and duly signed without delay.
The Supplier is responsible for compliance with theapplicable export control regulations. In particular, it
shall obtain all necessary export licenses for thegoods to be delivered. The Purchaser shall provide
a corresponding end user declaration upon request.
The Supplier shall inform the Purchaser about therestrictions and the obtained permits and shall provide the Purchaser with the respective documents.

6Dates and delays

Agreed deadlines and delivery dates are binding. In
the event of late delivery, the Supplier shall be in

default without the need for a reminder. The unconditional acceptance of a delayed delivery shall notconstitute a waiver by the Purchaser of its rights incase the Supplier is in default.
If the Supplier recognizes that the agreed dates
cannot be met (for whatever reason), it must informthe Purchaser thereof without delay. The obligation
to meet the agreed deadlines remains unaffected.
If the Supplier is in default, the Purchaser shall beentitled to its statutory rights. In addition, after unsuccessful expiry of a reasonable grace period set
by the Purchaser, the Purchaser may have the delivery not yet made carried out by a third party at theSupplier's expense.

7Quality

The Supplier shall constantly align the quality of theproducts to be delivered to the Purchaser with thelatest state of the art and shall inform the Purchaserof possibilities for improvement and technical modifications.
The Supplier hereby consents to quality audits forthe assessment of the effectiveness of its quality assurance system by the Purchaser or a representative appointed by the Purchaser, where necessary
with the participation of a representative of Leister
Group.

8Warranty

The supplier warrants that the delivered goods (i)comply with the agreed specifications and all applicable legal requirements, including (but not limitedto) the RoHS Directive (2011/65/EU), the WEEE Directive (2012/19/EU) and the REACH Regulation((EC) 1907/2006), the POP Regulation ((EU)
2019/1021), the Toxic Substances Control Act(TSCA) and the Regulation (EU) 2017/821 on socalled “conflict minerals”, in each case their most recent versions; (ii) are free from defects that preventor impair their fitness for the intended use; and (iii)
are free from third party rights.
Furthermore, the supplier assures to comply with
the Leister Code of Conduct in all points (availableat https://www.leister.com/en/About-us/Corporateresponsibility).
The warranty period is 24 months from delivery, unless otherwise agreed in the contract.
The Purchaser shall notify defects in writing after
their discovery, but at the latest before expiry of thewarranty period. The Supplier waives the objectionthat a notice of defect was given late.
The Supplier shall remedy defects - free of charge including ancillary costs - by rectification. If this isnot possible or if the Purchaser cannot reasonably
be expected to accept rectified parts, the Suppliershall replace the defective parts free of charge withfaultless parts. The warranty period shall start anew
for these replaced parts.
In the event of a defective delivery, the Purchaser
shall, insofar as this is reasonable for it, give theSupplier the opportunity to fulfil its obligation to remedy the defect before commencing the processing
or installation of the delivered parts.
In urgent cases or if the Supplier is in default withthe rectification of defects, the Purchaser may carryout the necessary measures itself or have them carried out by a third party at the Supplier's expense.
The Purchaser shall notify the Supplier before carrying out such measures. If this is not possible, inurgent cases the measures necessary to avert thedamage may be carried out without prior notification; in such cases the Purchaser shall notify theSupplier immediately thereafter. The warranty obligation shall remain unaffected; this shall not apply
to defects attributable to measures taken by thePurchaser or a third party commissioned by the Purchaser.
If it is not possible to remedy the defect or replace
individual parts, or if the Purchaser cannot reasonably be expected to accept such a remedy, the Purchaser shall be entitled to rescind the entire deliveryor reduce the price.

SCM_DD_05_AEB_allgemeine_Einkaufsbedingungen_E_20220728.docx

9Product liability

In the event that a claim is made against a Purchaser or another company of Leister Group on thebasis of statutory product liability, the Supplier shallbe obliged to indemnify us from such claims if andto the extent that the damage was caused by a defect in the contractual item delivered by the Purchaser. In cases of fault-based liability, however,this shall only apply if the Supplier is at fault. If thecause of the damage lies within the Supplier's areaof responsibility, the Supplier must prove that it is
not at fault.
The Supplier shall indemnify the Purchaser and, ifapplicable, other companies of Leister Group for thecosts of averting or mitigating damage, e.g. recall
actions, insofar as these measures are attributable
to a defective delivery.
The Purchaser shall inform the Supplier without delay if it wishes to make a claim against the Supplierin accordance with the above paragraphs. The Purchaser shall give the Supplier the opportunity to investigate the case of damage and to agree with iton the measures to be taken, e.g. settlement negotiations.

10 Drawings, execution documents,and tools
Drawings and other documents, devices, models,tools and other means of production provided to theSupplier shall remain the property of Leister Groupand shall be returned to the Purchaser upon first request.
Tools, devices and other means of production may
only be used on the operating equipment / machines intended for this purpose. Adaptations, repairs and other changes require the written consentof the Purchaser. Tools, devices and other meansof production that are out of operation shall be preserved and stored under optimum conditions at theSupplier's premises or, at the Purchaser's request,at the Purchaser's premises.
The aforementioned items may neither be scrapped
nor made accessible to third parties - e.g. for thepurpose of manufacturing - without the written consent of the Purchaser. They may not be used for
purposes other than those contractually agreed e.g. delivery to third parties. They shall be carefully
stored by the Supplier at the Supplier's expense for
the Purchaser during the performance of the contract.
The Supplier does not acquire any rights to the information and materials provided. The Purchaser
reserves all rights to drawings or products manufactured according to its specifications as well as toprocesses developed by the Purchaser.

11 Partial invalidity, place of jurisdiction, and applicable law
In the event that individual provisions of the contract
are invalid, the remaining provisions shall remain
unaffected. The ineffective clause shall be replaced
by a provision that corresponds to the intention ofboth parties to the contract.
These General Terms and Conditions of Purchaseand the contracts concluded on the basis thereof
shall be governed by Swiss law, to the exclusion of
the conflict of laws rules and the Vienna Sales Convention.
The exclusive place of jurisdiction is Sarnen. However, the Purchaser may also bring action against
the Supplier at the latter's general place of jurisdiction.

28.07.22