General Terms of Purchasing („GTP“) of INFICON AB („INFICON“)1.

Exclusive validity

1.1 These GTP set forth the conditions governing thepurchase of products by INFICON.
1.2 Contrary or inconsistent terms and conditions of thesupplier shall not be deemed accepted by INFICON unless
INFICON shall have agreed thereto in writing.
1.3 These GTP shall apply even in cases where INFICON
unreservedly accepts deliveries from the supplier knowing thatthe supplier has contrary or inconsistent terms and conditions.
1.4 The specifications, objectives, and prices for deliveriespursuant hereto shall be set forth in separate orders. Upon thesupplier’s acceptance of an order, an individual delivery
agreement shall come into effect. These GTP constitute anintegral part of each delivery agreement.
2.

Offer

2.1 By a tender invitation the supplier acting as specialist isasked to submit an offer at no charge. The supplier shall focus theoffer on the specifications and objectives of INFICON andexplicitly point out any deviations; the supplier, therefore,
acknowledges its duty to inform. If the supplier does not limit thevalidity of its offer it will be considered to be binding for 90 days.
3.

Order

3.1 To be effective, orders must be placed in writing.
Acceptance of an order by the supplier shall be deemed
effective if the order confirmation is in writing or if the supplierdoes not object in writing within 48 hours after receipt of order.
Orders or order confirmations may be transmitted electronically.
3.2 If the conclusion of a delivery agreement is madedependent on an order confirmation, INFICON shall only bebound if this confirmation of order does not deviate from thecontent of the order.
3.3 The scope of delivery includes everything required for theproper operation and functioning of the product, regardless ofwhether mentioned or described in the specifications set forth inor related to the order.
4.

Prices and terms of delivery

4.1 The supplier’s prices are considered to be fixed prices in
the currency indicated on the order, EXW Incoterms 2020.
Different terms of delivery shall be set forth in writing by theparties.
4.2 The supplier shall be liable for any loss or damage arisingduring transport due to improper or inadequate packing.
4.3 A delivery note with all order specific indications shall beenclosed with each delivery. Partial deliveries and back orders
shall be described as such on all shipping documents andinvoices.
5.

Terms of payment

5.1 The order number, exact designation as well as thedrawing number incl. rev. level or part number shall be indicatedon all correspondence, confirmations, delivery notes, invoices,etc.
5.2 Terms of payment: 30 days after invoice, net. Different
terms of payment shall be set forth in writing by the parties.
6.

Dates of delivery and late delivery6.1 The delivery is due at the destination on the date stipulated
in the order. If a fixed delivery date has been agreed upon, latedelivery automatically places the supplier in default, unless thesupplier communicates its delivery difficulties in due time andthe parties agree on a different solution.
6.2 If INFICON is entitled to compensation for damage caused
by delay such compensation shall be 1 percent of the net saleprice for each whole or partial week by which the delivery dateis exceeded, up to a maximum of 5 percent of the net sale priceof the delivery.
If the supplier is in default for a part of the delivery, thecompensation for damage caused by delay shall be calculatedon the price of the supplier’s total performance that is affectedby the late delivery.
INFICON reserves the right to claim compensation forconsequential loss or any other loss suffered.
Payment of damages does not release the supplier from its duty
to fulfill the delivery according to the agreement.
6.3 The supplier may plead omission of essential services tobe performed by INFICON only if it has requested them in time.
6.4 Partial or early deliveries are admissible only if the havebeen agreed upon.
6.5 If the supplier is in default with its delivery and if intransactions without a fixed delivery date the supplier remains indefault with its delivery after a given reasonable grace period,
INFICON shall thereafter be entitled to refuse acceptance of thedelivery, to terminate the related delivery agreement, and/or toseek damages for non-fulfillment of the delivery obligation. The
amount of any compensation for damage caused by delay
pursuant to clause 6.2 above shall be credited against any
damages to which INFICON may be entitled under this clause
6.5.
6.6 If it becomes evident already prior to the delivery date thatthe supplier will not be able to meet the agreed delivery date,
INFICON may terminate the delivery agreement and waivedelivery.

6.7 The delivery agreement may also be terminated if in thecourse of production it becomes evident that the item to bedelivered will not be suitable for the purpose intended.
7.

Warranty, liability

delivered or required to be delivered under any delivery
agreement; such insurance shall provide coverage of at least
EUR 5,000,000.– per damage event.
9.

Service and repairs

7.1 The supplier expressly warrants the guaranteed productfeatures and specifications in the corresponding deliveryagreements. In addition to the warranty of product features inthe delivery agreements and the terms thereof notwithstanding,the supplier warrants that each product delivered pursuant to thedelivery agreements has been tested and inspected and meetsall generally accepted rules of technology and all legal
requirements under existing laws, regulations, and directives
relating to design, occupational health and safety, fire and environmental protection and has been designed in a manner not toendanger life and health if handled with due care and used forthe purpose intended.

9.1 The supplier shall provide a repair and maintenanceservice staffed by qualified technical experts for each productdelivered to INFICON for a period of at least ten years after
delivery of the product to INFICON.

7.2 The supplier shall enclose all required EU Declarations ofConformity or EU Manufacturer’s Declarations with each delivery.

10.1 INFICON is entitled to inspect the work in progress. This
does in no way alter or reduce the supplier’s obligation to fulfill
its contractual obligations.

7.3 The supplier warrants that at the time of order fulfillment allitems delivered are in conformity with the applicable laws andregulations and meet the requirements of the relevant
environmental, safety, and occupational health and safety
standards. In particular, the supplier commits to comply with theprovisions and rules of the RoHS, WEEE, and REACH
directives. The supplier shall transmit the safety data sheets
required by the REACH directive to INFICON.
The supplier confirms that the materials used are from conflictfree raw materials.
7.4 Within the scope of the supplier’s liabilities pursuant toclause 7.1 above as well as to the Quality Assurance Agreement
INFICON is not obliged to inspect any product for defects or to
notify the supplier of defects in order to maintain its warranty
claims, except for warranty claims in respect of obvious defects
or of any other defects of which INFICON in good faith can bereasonably expected to notify the supplier.
7.5 Contrary to the legal prescriptions the warranty in respectof each product delivered by the supplier to INFICON shallsurvive for a period of eighteen months from the date theproduct is delivered to INFICON. The supplier at its own
expense and free of charge to INFICON, shall promptly, uponrequest by INFICON, repair all defects (which shall also include
non-achievement of any guaranteed specifications and theabsence of guaranteed features) of which INFICON notifies thesupplier during the warranty period. In addition, INFICON shallbe entitled to all legally guaranteed warranty claims.
Notwithstanding the foregoing, INFICON may, at its election andas an alternative to the supplier’s repairing a defective item,
require the supplier to replace the defective item with a nondefective item. In the exercise of this right of discretion,
INFICON shall consider in good faith whether the supplier iscapable of making repairs due to the nature of its business
operation. In either case, the supplier shall bear all expenses
arising from the repair or replacement of the defective item.
7.6 INFICON shall be entitled to cancel a sale or to get a sales
price reduction on account of a material defect only if thesupplier fails to replace or repair a defective item by suchreasonable deadline as may be set by INFICON at its discretion
or if the supplier refuses to replace or repair a defective item.
7.7 If, due to special urgency or other valid business reasons,
INFICON cannot reasonably be expected to give the supplier an
opportunity to repair a defective item, INFICON shall be entitledto have the defective item repaired by a third party and to charge
the costs thereof to the supplier. In this case, INFICON shallnotify the supplier of the defect immediately upon discovery
thereof.
7.8 The supplier expressly warrants that the product deliveredis free of defects which will reduce its value or fitness for normal
use as well as its useful life under known conditions of use.
7.9 The supplier shall be liable for all damages, including
consequential damages, caused by the breach of any warranty
applicable to a product delivered to INFICON pursuant to any
agreement concluded hereunder.
7.10 The supplier shall indemnify and hold INFICON harmlessagainst any loss or claim, including the cost of defending against
any such claim, arising from any act or omission of the supplierthat causes or is alleged to have caused personal injury ordamages to the property of any third party.
7.11 The supplier is liable for its subcontractors to the same
degree as for its own performance.
7.12 For replacement deliveries and repairs the supplier shall
grant a warranty period of eighteen months.
8.

Product liability, indemnification, insurance coverage

8.1 The supplier shall, upon first request, indemnify INFICONand hold INFICON harmless against any third party claim fordamages against INFICON insofar as a product delivered by thesupplier to INFICON was the cause of the damage or the causeof the damage was within the supplier’s control.

9.2 The supplier warrants the availability of original spare partsfor each product delivered to INFICON under any delivery
agreement for a period of at least ten years after delivery of theproduct to INFICON.
9.3 The supplier shall perform all repair and maintenance workat reasonable conditions.
10. Right to inspect work in progress

11. Assembly and installation

11.1 If the supplier undertakes the assembly and installation,these works shall be included in the delivery price unlessseparate payment has been agreed upon.
12. Drawings and operating instructions

12.1 Before work on the product is started, the supplier shallsubmit to INFICON, on request, a set of engineering drawings
for approval. Approval by INFICON does not relieve the supplierfrom its responsibility to ensure that the product can be built
and that it will function according to the specifications. With thedelivery of the product, INFICON shall be provided with the final
engineering drawings, maintenance instructions and operating
manuals as well as the spare parts lists for proper maintenancefree of charge.
13. Secrecy and product related exclusivity agreement

13.1 The supplier shall not use for any purpose not authorized
by the delivery agreements concluded hereunder or disclose to
any third party any trade or manufacturing secret or customer
data of INFICON. In particular, the supplier shall not use any
manufacturing know-haw made available to it by INFICON in
any form to manufacture or have manufactured for othercustomers products similar to or comparable with any productsubject to a delivery agreement entered into hereunder. The
supplier shall contractually bind its employees and subcontractors to adhere to the foregoing secrecy provisions.
13.2 Clause 13.1. shall survive the termination of the delivery
agreement concluded hereunder. However, it shall not apply to
manufacturing know-how of INFICON embodied in figures,
drawings, calculations or other documents that are publicly
disclosed by INFICON.
14. Third parties’ intellectual property rights

14.1 The supplier represents and warrants to INFICON that thedelivery to, and use by, INFICON of the supplier’s products
supplied under the terms of these GTP will not infringe any
intellectual property rights of third parties (patents, designs,etc.). In case any such third party claim of infringement is madeagainst INFICON, the supplier shall fully indemnify and hold
INFICON harmless against such claim.
15. Applicable law, place of jurisdiction

15.1 Applicable law: the individual agreement, the present GTP
and the substantive law provisions of Sweden.
15.2 The place of performance and jurisdiction shall be thedomicile of INFICON.
16. Miscellaneous provisions

16.1 Any modifications and supplements to these GTP, anydelivery agreements concluded hereunder, and any
modifications and supplements to such delivery agreements
shall only be effective if embodied in a written instrument signed
by each of the parties hereto. The foregoing provisions apply
regardless of any contrary provisions in any other agreements
entered into.
16.2 Neither party may assign or transfer any of its rights andduties under these GTP or any delivery agreement concluded
hereunder without the prior written consent of the other party.
16.3 In the event any term or provision of these GTP shall for
any reason be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect anyother provision hereof. Such illegal, invalid or unenforceable
provision shall be replaced by another valid, legal andenforceable provision in form and substance suitable to ensure
the overall business intent of the parties hereto.
16.4 Origin or preference criteria: The provisions of the prevailing
EU/EFTA conventions or free trade agreements apply.

8.2 The supplier shall also indemnify INFICON for all expenses
arising in connection with any recall measure taken by INFICON.
To the extent it may reasonably be expected to do so, INFICON
will notify the supplier of recall measures to be taken.
8.3 The supplier shall obtain and maintain in full force andeffect during the term of the related delivery agreement and forat least five years following the termination thereof, acommercial general liability and product liability insurance tocover all claims hereunder or otherwise related to any product

INFICON AB
SE-582 13, Linköping, Sweden
Tel: +46 13 355900
www.inficon.com

BV869360_e (2022-06)