GENERAL TERMS & CONDITIONS OF PURCHASE
1. Scope of application
1.1. These General Terms and Conditions of Purchase(GTCPs) apply to all orders and assignments for thepurchase of goods (hereinafter called "Service") of theNeutrik Group (hereinafter called "Customer") as theBuyer and its supplier/contractor as the seller(hereinafter called "Contractor"). The group companies
are Neutrik AG and all shareholders in which it has adirect or indirect holding.
1.2. General terms and conditions, contrary or additional
agreements of the Contractor to which the Contractor
refers in its business documents, must be in writing to beagreed effectively. Silence on the part of the Customer in
relation to conditions deviating from these GTCPs andacceptance of products without reservation do not countas approval or consent.

2.7. The contract is established between the Customer
and the Contractor when the order is confirmed.
2.8. The Customer's contract performance is subject tothe reservation that performance is not contrary to
obstacles due to (inter-) national regulations of foreign
trade legislation, embargoes or other sanctions.

3. Prices and payment terms
3.1. The prices agreed between the Parties are fixedprices and also cover the costs of packaging andlabelling. Changes are only binding if and to the extent
that they are approved by the Customer explicitly and inwriting.
3.2. All prices are deemed to have been agreed exclusiveof statutory VAT.

1.3. The written from requirement within the meaning ofthese GTCPs shall only be met by communications byletter and declarations in text form by fax or e-mail.

3.3. The Customer agrees to pay within 30 days, unless adifferent payment target is agreed, of receiving aproperly drawn up invoice.

1.4. These GTCPs also apply to all future purchase ofgoods and services with the Contractor.

3.4. In the event of a deficient service, the Customer isentitled to withhold payment until proper performance.

1.5. In the event of contradictions between different
contractual documents, the documents take precedence
in the order listed below:

3.5. Payments made by the Customer without
reservations do not constitute tacit acknowledgement of
the Service's conformity with the contract.

▪ contract signed by the Parties▪ Customer's order▪ Customer's General Terms and Conditions of Purchase▪ Customer's order query▪ Contractor's offer▪ Contractor's General Terms and Conditions

3.6. If the Customer accepts the Service, the due date isbased on the agreed delivery deadline.

2. Order placement and contract conclusion
2.1. The Customer's orders are only binding if they areplaced in writing. Verbal agreements and agreements byphone are only valid if the Customer (retrospectively)
confirms them in writing.
2.2. The Contractor is not entitled to a remuneration fordrawing up offers and documents.
2.3. Once the Contractor accepts an order placed by theCustomer, this forms part of these GTCPs.
2.4. The Contractor shall confirm its acceptance of theorder to the Customer within 5 (five) working days inwriting.

4. Delivery deadline and default
4.1. The delivery deadlines specified in the order are fixeddeadlines. The Contractor is in default as soon as it fails
to observe a delivery deadline. No reminder is required.
4.2. In the event of a delayed delivery or if the delivery isimpossible, the Contractor agrees to notify the Customerof this immediately and to inform the latter when the(new) Service will be performed.

5. Documents
5.1. Each order must contain the required shipping
documents.
5.2. All shipping documents must state the ordernumber, order date, volume, Customer's item description
and the agreed place of performance.

6. Place of performance

2.5. The Customer may revoke orders free of charge if theContractor fails to send a proper order confirmation
within an appropriate period, in any case at the latest
within 5 (five) working days after the order is placed.

The destination is the place of performance for theServices.

2.6. The Contractor must clearly show using a visualpresentation if the order confirmation deviates from theCustomer's order. A deviation is only binding if theCustomer approves the deviation explicitly and inwriting. Acceptance of the goods/service without
reservation is not deemed to be such approval.

7.1. Risk is transferred to the Customer upon acceptanceat the place of performance.

7. Transfer of ownership and risk

7.2. Ownership of the Service is transferred upon
handover from the Contractor to the Customer.
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8. Quality and standards
8.1. The Contractor agrees to supply the contractual
products in accordance with the applicable official
approval requirements and with all relevant laws andregulations as well as the applicable standards fortechnical features, product safety and industrial andoccupational safety.
8.2. The Contractor shall ensure through selection of thematerials, the design, the application and the monitoringof the manufacturing processes that the contractual
products meet the agreed specifications, properties andother quality features.
8.3. The Contractor shall check the goods before delivery
to the Customer based on the properties agreed
between the Parties, which are regularly required and canregularly be assumed.
8.4. The Contractor shall ensure by setting up
appropriate, reliable quality control that no unprocessedmaterials or contractual products are released fordelivery to the Customer unless they have been
examined for compliance with the agreed quality
provisions.
8.5. The Contractor guarantees the traceability of theindividual Services.
8.6. Specific quality requirements agreed between theParties do not release the Contractor from the obligationto comply with all further applicable legal regulations,standards, official orders and the latest state of the art.
8.7. The Contractor shall notify the Customer of any
changes to the materials, recipes or suppliers in goodtime in advance without being requested to do so.

10.5. The Customer must check the Service within 10
working days of delivery for compliance with the order –the Customer shall check the Service for obvious defects.
10.6. If the Contractor cannot fix a defect or deliver
replacement products within 2 weeks, the Customer may
withdraw from the respective order and demand that anypayments made be reimbursed and any compensation
be paid or that the defective service is either repaired
immediately or replaced by third parties commissionedby the Customer at the Contractor's expense or may
assert a price discount.
10.7. The Contractor shall correct any defects that arise
during the warranty period in accordance with Clause
10.6.
10.8. The Contractor is liable to the Customer for any
damage and disadvantages from a violation of thecontract – particularly a delayed or defective delivery.
10.9. The amount of claims for damages are unlimited.
10.10. The Contractor shall also be liable for simple
negligence.

11. Third-party property rights
11.1. The Contractor is liable for ensuring that no thirdparty property rights are violated, either in Liechtensteinor abroad.
11.2. The Contractor shall indemnify and hold theCustomer harmless in relation to third-party claims.

12. Samples and drawings

9.1. A claim on the part of the Contractor may only beassigned to third parties with the Customer's explicit
approval.

12.1. All documents, such as, in particular, samples anddrawings which the Customer makes available to theContractor, remain the full property of the Customer. Assoon as the documents are no longer required to executethe order, the Contractor must return these to theCustomer without being requested to do so.

9.2. The Contractor's claims against the Customer may
not be offset.

12.2. Any documents made available to the Contractor
must not be copied or used for third parties.

10. Liability and warranty

12.3. The Contractor must neither sell, pledge orotherwise charge the documents made available by theCustomer with third-party rights in any way.

9. Prohibition of assignment and set-off

10.1. The Contractor warrants that the Service has theagreed features and the generally assumed properties
and is state of the art.
10.2. The goods must comply with the laws and security
regulations applicable in the Customer's country.
10.3. The Contractor warrants that the Service does nothave any defects which could impair its value orsuitability.
10.4. The warranty period is 36 months and starts fromthe time that the Service is delivered to the Customer.
The warranty period for hidden defects only starts whenthese can be discovered.

12.4. The provisions above apply to Services produced
using these documents.

13. Confidentiality
The Contractor warrants to neither make available nortransfer to third parties any and all information obtainedin the context of existing and future business
relationships. If the Customer agrees to a transfer to thirdparties, the latter must be obligated in writing tomaintain confidentiality.

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GENERAL TERMS & CONDITIONS OF PURCHASE
14. Data protection
14.1. The Customer shall process the personal data madeavailable by the Contractor exclusively within the context
of contract performance and legal obligations.
14.2. The Contractor agrees to exclusively process any
personal data made available by the Customer forcontract performance and any legal obligations relating
to this.
14.3. The Contractor acknowledges that the information
about processing of personal data by the Customer canbe viewed at any time at www.neutrik.com/en/dataprotection in its currently valid version and shall makethis information available to its employees without being
requested to do so.

15. Advertising
The Contractor is not permitted without the Customer'sexplicit prior written approval to either publish or use foradvertising purposes the business relationship with theCustomer, either by itself or together with third parties.
This also applies to the use of intellectual property rights.
Approval for this must be obtained from the Customer inadvance for each individual intended use.

16. Choiceagreement

oflaw

andjurisdiction

16.1. The law of Liechtenstein shall apply to the exclusionof the conflict-of-law regulations and to the exclusion ofthe UN Convention on Contracts for the International
Sale of Goods (UNCISG) from 11/04/1980.
16.2. The competent local court in Vaduz is agreed as thejurisdiction.

17. Written form clause
Any changes and additions to these GTCPs must be
made in writing in order to be valid. This also applies toa change to this written form clause. The written formclause may only be cancelled in an individual agreement.

Last updated: April 2020_______________________________________(Place, date)_______________________________________(Contractor)

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