Bosch Rexroth sp. z o.o.
Terms and Conditions of Purchase
These Terms and Conditions of Purchase (hereinafter referred to as"OWZ") apply to all transactions concluded in connection with theorder for goods and services (hereinafter "Products") by Bosch
Rexroth sp. z o.o. (hereinafter "the Ordering Entity ”) with any entity(hereinafter "the Supplier") and on any basis, in particular a sales,delivery, commission or specific task contract.
1. General
The application of terms and conditions other than OWZ, inparticular of the Supplier's terms and conditions, shall be
excluded.
If other language versions of OWZ than the Polish one areused and there are discrepancies between these versions,the Polish version shall be decisive.
Any agreements concerning the terms and conditions and thepossible acceptance of the Supplier's terms and conditions orsimilar provisions executed before the date of the conclusion of acontract based on these OWZ become invalid.
2. Conclusion of and Modifications to the Contract
2.1 Any contractual provisions inconsistent with OWZ shall be madein writing, otherwise they are null and void. Orders, contracts andorder releases as well as modifications and supplements thereto
must be placed and made in writing.
2.2 Oral agreements of any kind – including those modifying these
OWZ – must be confirmed by the Ordering Entity in writing tobecome effective.
2.3 The written form requirement is also deemed complied with if
communications are sent by telefax, remote data transmission oremail.
2.4 Unless agreed otherwise, the remuneration or price is fixed anddoes not change in the period of being bound by the contracteven if they are specified as estimates. The remuneration isalways a lump sum.
2.5 The Ordering Entity is entitled to cancel the order if the supplierdoes not accept the order within two weeks of receipt thereof.
2.6 Orders and order releases become binding if the supplier does
not object within two working days of receipt thereof.
2.7 Agreements with Suppliers on Quality and Corporate Social
Responsibility QAA are an integral part of the terms andconditions of purchase. The Packaging Specifications and the
Logistics Manual of Robert Bosch GmbH shall apply (can beviewed in the section concerning Purchasing and Logistics atwww.bosch.de).
3. Delivery
3.1 The agreed and binding delivery date shall be the date of theacceptance of a service or delivery of goods in compliance with
DAP or DPP terms in accordance with Incoterms 2010 – after
receipt in accordance with the provisions of paragraph 8.1.
3.2 If the Supplier is responsible for fitting or installation, the suppliershall bear all the necessary costs, including the costs of the
preparation of the fitting or installation location, costs of staff, thenecessary equipment and energy, travel expenses and the cost of
the provision of tools and allowances. The provisions of Article
742 § of the Polish Civil Code shall not apply.
3.3 The provisions of statute shall apply if agreed dates are not met.
If the Supplier anticipates difficulties related to manufacturing,deliveries of materials from subsuppliers, meeting the delivery
date or similar circumstances which may prevent the supplierfrom completing the delivery in tamely manner or delivering theagreed quality, the supplier must immediately notify the Ordering
Entity thereof.
3.4 Unconditional acceptance of the delayed delivery or services
does not constitute a waiver of the Ordering Entity's claims towhich the Ordering Entity is entitled due to a delayed delivery orservice. This applies in particular to the right to withhold thepayment of amounts due for the given delivery or service.
3.5 As a rule, partial deliveries are not allowed and must be agreed
with the Ordering Entity beforehand.
3.6 It shall be assumed that the delivery has been completed in thescope determined by the Ordering Entity during the acceptance.
This applies in particular to weight, volume, number, quantity anddimensions.
3.7 Each time in the case of deliveries which may be related tointellectual property rights, especially software deliveries, theSupplier shall grant a worldwide and perpetual license, unlessagreed otherwise in supplementary Terms and Conditions of thePurchase for Software. The license shall be each time granted ina scope necessary to use the subject of the delivery for purposes
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intended by the Ordering Entity, but not exceeding a permission forthe multiplication, download and operation of software. The
Ordering Entity may grant a sublicense and transfer it in particular
to entities with direct or indirection equity relationships with theOrdering Entity.
3.8 The Ordering Entity may each time use the documentation or makea reasonable number of backup copies in this scope.
3.9 "The supplementary Terms and Conditions of Purchase forSoftware of Robert Bosch GmbH” shall apply (can be viewed in thesection concerning Purchasing and Logistics at www.bosch.de).
4. Force Majeure
4.1 The Ordering Entity shall not be liable for the performance of its
obligations, in particular for the timely acceptance of a delivery, inthe event of force majeure understood as an event which was atleast difficult to predict and whose consequences were difficult tohave been prevented, such as acts of God, operational
disturbances, unrest and governmental measures. An event is not aforce majeure event if it occurred completely or mainly through thefault of the Ordering Entity. The Ordering Entity may withdraw fromthe entire contract or its part during a force majeure event or within
two weeks after it has ended. In the case of the Ordering Entity's
delay caused by force majeure the dates for the provision of the
Supplier's services may not move by more than the duration of theOrdering entity's delay.
4.2 The provisions of paragraph 4.1 above also apply in the case oflabor disputes.
5. Advice of Dispatch and Invoice
Detailed information included in orders and the delivery order forthe given release under the order shall apply. An invoice showing
the number and other allocation references is to be sent in one
copy to the respective address or e-mail address; the invoice mustnot be enclosed with the shipments.
6. Pricing and Passing of Risk
Unless otherwise agreed, the prices are DAP (Incoterms 2010).
The set price includes packaging. Value added tax (VAT) is notincluded. The risk of an accidental loss or damage passes to theOrdering Entity after the completion of the delivery to the agreed
location.
7. Payment Terms
Unless otherwise agreed, the invoice shall be paid either within 20
days subject to deduction of a 3% discount or within 30 days
without any discount. The payment deadline starts after thecompletion of a delivery or unqualified acceptance of a service andthe delivery of a correct invoice.
8. Notification of Defects
8.1 The acceptance after the delivery is conducted only to establish
whether there is any obvious damage, in particular transport
damage, and discrepancies in terms of the identity or quantity of thedelivery. The lack of reservations on the part of the Ordering Entity
does not release the Supplier from any liability.
8.2 The Ordering Entity shall inform the Supplier of any defects found.
8.3 The supplier waives the objection to delayed notification of defects.
9. Claims Based on Defects
9.1 In every separate case the Supplier's liability for the quality of thedelivery is not higher than specified in guarantee and statutory
warranty provisions.
9.2 The Ordering Entity has the right to select the performance under
the guarantee and statutory warranty. The Supplier shall beabsolutely bound by this choice. In particular, regardless of theprovisions of relevant provisions, the Supplier may not carry out
substitute performance.
9.3 If the Supplier does not start removing the defect immediately after
the notice, does not immediately remove the defect or does notdeliver the item free of defects, the Ordering Entity may performthese obligations instead of the Supplier's at the Supplier's cost.
9.4 In the case of legal defects the Supplier shall hold the Ordering
Entity harmless form any third party claims or shall pay theOrdering Entity all costs of the defense of the Ordering Entity's
rights, damages and other similar amounts due awarded in ajudgement or settlement, also before they are incurred by theOrdering Entity.
9.5 The period for reporting quality defects is 3 years, but quality
liability expires no sooner than 30 days after the end of the relevant
period of the Ordering Entity's liability toward third parties if thesubject of the delivery is used as part as pert of services performedby the Ordering Entity for a third party.
9.6 If rights related to the Supplier's quality liability are exercised, theperiod of the statutory warranty and guarantee commences anew.
9.7 In every case in which Ordering Entity incurs expenses inconnection with irregularities in the delivery, even if theseirregularities are not defects, in particular transport, carriage, laborcosts, assembly and disassembly costs, costs of material or costs2

of incoming goods control, such costs shall be borne by the
supplier.
9.8 The Supplier is accountable for the actions and omissions of its
subsuppliers as it is for its own actions and omissions.
10. Product Liability and Recall
10.1 In the event a product liability claim is asserted against theOrdering Entity on any legal grounds, the Supplier, to the greatest
possible extent, shall hold the Ordering Entity harmless from suchclaims and shall repair the damage, including in the scope ofdamages awarded or established in a settlement, compensationand costs of the defense of the Ordering Entity's rights, unless theliability arises from the sole fault of the Ordering Entity or a third
party for whom the Supplier is not responsible.
10.2 In the cases of paragraph 10.1 above, the Supplier assumes all
costs and expenses, including the costs of any legal action.
10.3 In all other respects the provisions of statute shall apply.
10.4 In the case of the need, justified for any reason, to recall the
goods, related to the Supplier's services or goods, the Ordering
Entity shall notify the Supplier beforehand, shall cooperate with
the Supplier and shall commence negotiations in order toestablish the rules of the recall of the goods, unless immediate
action on the part of the Supplier is justified. The Supplier shallbear costs of the recall indicated above unless they have arisen
through the sole fault of the Ordering Entity.
11. Rights of Withdrawal and Termination
11.1 Subject to other rights of the Ordering Entity provided for in
relevant regulations, the Ordering Entity may in particularwithdraw from the contract in whole or in part in the case of a risk,
deemed at least significant by the Ordering Entity, of deteriorationof the Supplier's financial position, which could jeopardise thecompletion of all of the Supplier's obligations.
11.2 In the scope indicated in paragraph 11.1, the Ordering Entity may
also withdraw form the contract in the event of: the Supplier's insolvency,
 cessation of its payments,
 overindebtedness of the supplier, if the Supplier's application to initiate bankruptcy proceedings
had been dismissed due to the lack of funds to cover the costsof the proceedings.
11.3 Provisions of paragraphs 11.1 and 11.2 apply accordingly to theOrdering Entity's right to immediately terminate the contract with
the Supplier. Provisions concerning the order apply accordingly inthe event of a withdrawal without a valid reason. However, theSupplier's claims shall be limited to the reimbursement of costs
which were necessary to complete the delivery on time until thewithdrawal.
11.4 A partial completion of the Supplier's performance is irrelevant to
the Ordering Entity. Despite that the Ordering Entity may partiallyaccept the completed performance and pay the corresponding
part of the Supplier's remuneration.
11.5 In the event of termination or withdrawal from the contract theSupplier shall cover all the related expenses of the Ordering
Entity and shall repair the damage unless it has arisen throughthe sole fault of the Ordering Entity or a third party for whom the
Supplier is not responsible.
11.6 Statutory rights and claims shall not be limited by regulations
included in this section.
12. Works performance
If any works are performed on the premises of the Ordering
Entity's company or third parties, the Supplier shall guarantee thatpeople the Supplier uses to perform contractual obligations willcomply with all rules, OHS and fire safety regulations and otherinternal regulations of the Ordering Entity. The foregoing does notbind the Supplier if getting familiar with these regulations had
been impossible. The Ordering Entity shall not bear theconsequences of accidents of people indicated above unless anaccident had been caused solely by the Ordering Entity's
deliberate action or gross negligence.
13. Provision of Materials
Materials, parts, containers and special packaging provided by
the Ordering Entity against payment or free of charge remain theOrdering Entity's property (hereinafter “Materials”). These may
only be used as designated. The Materials shall be processed
and installed only for the Ordering Entity. The Ordering Entity is aco-owner of items manufactured from the Materials, in proportion
to their value in relation to value of the whole product. Suchproducts shall be kept safe by the Supplier for the Ordering Entity
to this extent. The co-ownership shall continue at least until the
Supplier has settled all claims. The Supplier has the right to onsell the products manufactured using the Materials in the normal
course of business subject to reservation of title. The supplierassigns to the Ordering Entity in full all of the claims and ancillary
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rights accruing to the Supplier from such sale. The Supplier may
collect performance carried out in the completion of the assigned
receivables. The Ordering Entity may immediately revoke this rightby submitting a unilateral statement, especially if the Supplier fails
to duly perform its obligations, is in default of payment, stops
making its payments, or if, in the Ordering Entity's opinion, there is
at least a risk of deterioration of the Supplier's asset position.
14. Documentation and Confidentiality
14.1 The Supplier shall keep confidential with respect to third parties all
information made available by the Ordering Entity or concerning theOrdering Entity, its clients, contracting partners and affiliatedcompanies, in particular business and technical information(including features which may be derived from objects, documents
or software provided any other knowledge or experience) except for
information which is public knowledge. The Supplier shall make thisinformation available only to those employees for whom it isnecessary to complete the delivery to the Ordering Entity. The
Supplier guarantees that all people to whom it will make available
confidential information will keep it secret. Without our prior writtenconsent, such information must not be duplicated or used forcommercial purposes other than the completion of the delivery to
the Ordering Entity. All confidential information will be immediately
returned or destroyed at the Ordering Entity's request in every case.
14.2 Products developed or created using information or documentation
made available by the Ordering Entity or in connection with thecompletion of the delivery for the Purchaser, especially drawings,
models, etc., or manufactured using tools made available by theOrdering Entity or using tools made based on tools, information or
documentation indicated above may not be used by the Supplier forother purpose or offered or delivered to third parties. The foregoingshall apply accordingly to forms, including orders used by theOrdering Entity.
15. Export Control and Customs
15.1 The Supplier shall each time inform the Ordering Entity to thegreatest extent possible about any applicable (re-) export licencerequirements or restrictions for the Products or items in which theProducts are used in any way under domestic or foreign export
control law and customs regulations as well as the export control
law and customs regulations of the country of origin of the Products
and shall send the following information on Products subject tolicence requirements to info@boschrexroth.pl 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 Products under commercial policy
 HS Code of the Products
 details of a contact person to resolve any inquiries.
15.2 In the same scope, the Supplier shall immediately report any
changes to the licence requirements applying to the Products as aresult of technical changes, changes to the law or governmental
determinations.
16. Compliance16.1 The Supplier shall not offer or grant, promote or accept any
advantages, neither in its business dealings nor when dealing withgovernmental officials in the scope which is in breach of applicableanti-corruption regulations.
16.2 The supplier undertakes not to make any agreements with othercompanies or to agree on concerted practices with other companies
aiming to or bringing about a prevention, restriction or distortion ofcompetition under applicable antitrust regulations.
16.3 The supplier guarantees that it will comply with all the applicablelaws governing the minimum wage and commit subsuppliers
engaged by it to the same extent. On request, the supplier shallevidence compliance with the foregoing guarantee. In the event of abreach of the foregoing guarantee, the Supplier shall hold theOrdering Entity harmless from all third party claims and is obliged toreimburse any fines.
16.4 The supplier shall comply with all the respective statutory
provisions governing the treatment of employees, environmental
protection and safety at work and shall work on reducing theadverse effects of human activities on the environment. In thisrespect the Supplier should introduce and develop an environment
management system compliant with ISO 14001 within the realms of
its possibilities. Further, the Supplier shall comply with theprinciples of the UN Global Compact Initiative relating basically tothe protection of international human rights, the abolition of forcedlabor and child labor, the elimination of discrimination when
personnel is engaged and employed and the responsibility for theenvironment (www.unglobalcompact.org).

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16.5 In the event of a suspected violation of the obligations underparagraphs 16.1 to 16.4, the Supplier must investigate any
possible violations without undue delay and inform the Ordering
Entity of the investigation measures taken. If the suspicion proves
to be justified, the Supplier must inform the Ordering Entity withina reasonable period of time of the measures that it has takeninternally in order to prevent such violations in future. If the
Supplier fails to comply with these obligations within a reasonable
period of time, the Ordering Entity may withdraw from the contract
with the Supplier or terminate it with immediate effect.
16.6 In the event of severe violations of the law by the supplier and in
the event of violations of the provisions of paragraphs 16.1 to
16.4, the Ordering Entity may withdraw from the contract with the
Supplier or terminate it with immediate effect.
17. Place of Performance
17.1 The place of performance is the place to which the goods are to
be delivered in accordance with the contract or where the service
is to be rendered.
18. Miscellaneous
18.1 If one of the provisions of these OWZ and of agreements reachedshould be or become ineffective, this shall not affect the validity ofother provisions. The parties shall agree upon a provision to
replace the ineffective provision that approximates as closely as
possible the economic intent of the ineffective provision.
18.2 The contractual relationships shall be governed exclusively by
Polish law excluding the conflict of law provisions and the UN
Convention on Contracts for the International Sale of Goods(CISG). The Supplier waives the right of set-off and the rightindicated in art. 488 §2, 490 1 and 552 of the Polish Civil Code.
18.3 The Supplier may transfer an amount due from the Ordering
Entity to a third party only with a prior written consent of theOrdering Entity.
18.4 The parties shall any submit any disputes for resolution by a court
withjurisdictionforthecapitalcityofWarsaw.

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