General Terms and Conditions of Purchase and Contractof Sika Automotive Frankfurt-Worms GmbH andSika Frankfurt Grundstücksgesellschaft mbH andSika Worms Grundstücksgesellschaft mbH

Table of contents
Part A: General Terms and Conditions of Purchase ..................
Part B: Special Terms and Conditions for the Provision of Workand Services ........................................................................
Part C: Special Terms and Conditions for the Provision of Services in thefield of IT ...............................................................................

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Part A: General Terms and Conditions of Purchase
I.

General1.

All goods and services supplied to us by our Suppliers and all offers made to
us shall be subject to these General Terms and Conditions of Purchase andContract (hereinafter called "Terms and Conditions"). The Terms andConditions shall apply exclusively unless we explicitly agree in writing tovariations therefrom. The Supplier's General Terms and Conditions ofBusiness shall not apply. Our Terms and Conditions shall even apply
exclusively if we accept the consignment delivered by the Supplier without
reservation knowing that the Supplier has General Terms and Conditions ofBusiness that are contrary to or that differ from our Terms and Conditions. The
Terms and Conditions shall also govern all future business relations with the
Supplier, without any further reference to these Terms and Conditions being
required.

2.

The users of these Terms and Conditions are Sika Automotive FrankfurtWorms GmbH and Sika Frankfurt Grundstücksgesellschaft mbH and Sika
Worms Grundstücksgesellschaft mbH

3.

If any individual terms should be invalid, this shall not affect the validity of theremaining terms.

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II.

4.

Rights, obligations and in particular claims arising from business relations withus may not be assigned to third parties.

5.

We are certificated in accordance with DIN EN ISO 9001, DIN EN ISO 14001,
DIN EN ISO 50001 and TS16 949. These standards also apply to work andservices performed by the Supplier. We must be provided with proof of thisqualification on request.

Enquiries and offers
1.

These Terms and Conditions also govern our enquiries. Our enquiries shallnot be binding.

2.

In the offer the Supplier shall keep to the terms stated in our enquiries andexpressly draw attention to any variations in the offer. On submitting an offer
in response to our enquiry the Supplier enters into a contractual obligation toexpressly draw our attention to any variations from our enquiry in its offer.
Offers shall be prepared and submitted free of charge and without any
obligation for ourselves. We shall not be charged for visits, the preparation ofplans, drawings and similar without a written agreement to the contrary. The
offer prepared by the Supplier shall be binding on the Supplier and may be
accepted by us within four weeks.

III. Purchase orders; prices
1.

Only written purchase orders from our company shall be binding. Orders
placed in any other form shall only be binding with our written
acknowledgement. Fax, email or remote data transfer shall satisfy therequirement for the written form, but not SMS or MMS. The price shown in thepurchase order shall be a binding fixed price (plus VAT) and shall exclude alllater claims of any kind. In the absence of any other agreement the price shallbe quoted delivery duty paid (DDP, Incoterms 2010) to the place specified in
the purchase order. The return of packaging shall require a separate
agreement.

2.

Unless we have expressly waived the requirement for a confirmation of theorder, every purchase order shall be immediately confirmed to us in writing
indicating the binding time of delivery and/or performance. We reserve theright to revoke any orders which have not been confirmed by the Supplierwithin three working days. We may make such a revocation up until the time
when we receive written confirmation of the order.

3.

Additions and subsequent agreements must be confirmed in writing in order
to be valid.

IV. Deadlines for delivery and performance; contractual penalty in thecase of delayed delivery
1.

The agreed deadlines shall be binding. The authoritative date for determining
compliance with the deadline for delivery or performance shall be the datewhen we receive the goods or the timeliness of a successful acceptance test.
The Supplier may only argue that necessary or agreed goods or services firstSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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to be provided by us have not been forthcoming if the Supplier has requested
them in writing and has not received them within a reasonable time. If the
Supplier realises that the agreed deadlines cannot be kept, the Supplier shallnotify us of this immediately in writing stating the reasons and indicating theprobable duration of the delay.
2.

The Supplier shall be obliged to compensate us for all direct and indirect
damage caused by the delay. The acceptance of the delayed consignment orservices shall not mean a waiver of claims for damages. If the Supplier is indefault in relation to the goods and services to be supplied, we shall have theright to rescind the contract after a reasonable extended deadline that we haveset, without prejudice to further statutory claims and requirements, and toclaim damages due to non-performance. In this connection the Supplier shallalso reimburse us for the additional costs that we incur due to a possible
covering purchase.

3.

If the delivery is effected earlier than agreed, we reserve the right to return the
goods at the Supplier's expense. As an alternative, in the case of early delivery
we shall store the goods on our premises at the Supplier's risk and expense
until the delivery date. In this case the risk shall not pass to us until the agreed
delivery date.

4.

For each working day when delivery dates are exceeded the Supplier shall pay
us a contractual penalty of 0.5% of the net order value for the delivery
concerned. The contractual penalty due to default in relation to the samedelivery shall be limited to a total of 5 % of the corresponding net order value.
This shall not affect claims for damages in addition to the contractual penalty.
However, any contractual penalty incurred shall be set off against such claims
for damages.

V. Force majeure
1.

If we lose our interest in performance in the case of events of force majeure(e. g. natural disasters, war, riot, interventions by the authorities, energy
shortages, industrial disputes), for instance because we cannot use the goods
or services due to damage to our production facilities, we may either rescind
the contract in part or in full or demand performance at a later point in time, as
we choose, in respect of the goods and services that have not yet beendelivered or supplied. The Supplier may claim the reimbursement of theexpenses already incurred in providing the work and services affected by sucha rescission to the extent that the Supplier cannot otherwise use the result
produced in incurring these expenses.

2.

The Supplier shall immediately notify us in writing of any obstacles to delivery
that are clearly recognisable or that have already occurred and provide us withall possible and necessary information and take all measures in order to comply
with its contractual obligations.

3.

If we are prevented from receiving and/or accepting the goods or services
through events of force majeure, this shall not mean that we are in default of
acceptance or of payment.

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VI. Deliveries, passage of risk and place of performance
1.

The Supplier shall strictly keep to the quantities specified in the purchaseorder. The Supplier is only entitled to make part-deliveries or perform partial
work and services if we have first agreed in writing to the part-deliveries orpartial work and services, if they have been agreed by contract or if they arereasonable in exceptional cases. If any certificates regarding quality shouldbe agreed, they shall form an integral part of the consignment and must be
handed over to us together with the goods.

2.

To the extent that the subject matter of the contract is the delivery or
manufacture of structural installations, machinery and technical equipment, theSupplier shall also supply us with the corresponding technical documentation,
including circuit diagrams, function charts and design plans.

3.

There may be no surplus deliveries or shortfalls in delivery without ouragreement. The acceptance of goods is always subject to reservation withregard to their quality, condition and quantity.

4.

The risk of accidental destruction or accidental deterioration of the goods shallpass to us on full and proper delivery and performance at the agreed place. The
risk of transport shall in all cases be borne by the Supplier up until delivery to
our reception plant or the place of destination.

VII. Relevant volumes and dimensions
1.

If the purchase price depends on the quantity of the goods delivered, the unitsof measurements that we stipulate (e. g. kg, m², running metres) shall be used
to calculate the purchase price.

2.

If the quantities actually delivered are not officially measured at the place ofdespatch, the volumes and dimensions that we determine on delivery shall beauthoritative. If it then transpires that the Supplier has delivered a larger quantity
than that specified in the order, the Supplier may not claim any reimbursement
for the surplus quantity. If it transpires that the Supplier has delivered less than
the quantity ordered, we may either demand the delivery of the missing quantity
or reduce the purchase price with regard to the missing quantity.

VIII. Freight, packaging, insurance
1.

Delivery shall be effected delivery duty paid (DDP, Incoterms 2010) to the place
specified in our purchase order. The goods must be properly packed inaccordance with our specifications. The necessary shipping documents must
be enclosed. We will not recognise separate charges for transport costs,
packaging costs or transport insurance.

2.

If it is agreed as an exception to this provision that we are to bear the freightcosts, we will only pay the freight costs most favourable for us. If it is agreed
that the Supplier is to commission the transport of the goods and we bear thecosts in this connection, the Supplier must commission the carrier or
forwarding agent that we specify. Such an agreement shall not alter theagreements regarding the place of performance and the passage of risk. All

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costs incurred up until the time that the goods are handed over to the carrier,including loading and carriage, shall also be borne by the Supplier in this case.
IX. Delivery note and invoice1.

The consignment must be accompanied by a delivery note containing thenumber of our purchase order, the item number, the name of the article, thearticle number as well as the quantity or numbers of the unit of measurement
ordered. If these details or the delivery notes are missing we may reject theconsignment.

2.

The Supplier shall issue a separate invoice in accordance with the legal
requirements for each consignment and each delivery or service. The invoice
shall particularly contain the complete number of our purchase order, the item
number, the name of the article, the article number as well as the quantity or
numbers of the unit of measurement ordered. If there has been any shortfall indelivery and we reduce the price due to the missing quantity in accordance withclause VII, the Supplier shall issue a corresponding credit note for this quantity.
We shall have the right to refuse performance until we have received an invoicein accordance with the foregoing provisions.

X. Payment
1.

The time allowed for payment shall commence on receipt of the invoice, but
not before the time of the complete delivery of the goods or complete
execution of the services to be provided. Unless otherwise agreed, thepurchase price shall then be payable with a 3 % cash discount within 14 daysor net within 30 days of the receipt of the invoice.

2.

The timeliness of the payment shall depend on whether we have posted acrossed cheque or carried out the bank transfer in good time.

3.

If the goods have been delivered before the agreed delivery date, the due dateshall depend on the agreed delivery date rather than the date when the invoice
is received.

4.

We shall be entitled to the statutory rights of setoff and retention.

XI. Down payment guarantees
Down payment guarantees must cover the gross amount, be absolute, free ofcharge for ourselves, of unlimited duration and contain a waiver of the defences ofsetoff and appeal. They may not contain any deposit clause.
XII. Liability for defects
1.

If the contract is a commercial transaction for both Parties, we shall inspect
the goods after delivery if an inspection is feasible in the orderly course ofbusiness and, if a defect is found, we shall notify the Supplier within the agreed
complaint period. In the case of larger quantities it shall be sufficient to inspect
representative samples. If the representative samples show signs of defects
we shall be entitled to return the entire consignment. Defects not found in the
representative sample shall be deemed hidden defects. The Supplier shallSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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therefore waive the defence of a delay in giving notice of defects. If a defectshould be found at a later date we shall give the Supplier notice of the defectwithin the agreed complaint period after discovering the defect.
2.

The Supplier warrants that its goods or services shall be in functioning andflawless condition as well as free of material defects and defects of title. The
Supplier additionally warrants that its goods and services shall be of thecondition and in accordance with the technical delivery requirements,
specifications, drawings, samples and/or descriptions agreed and incompliance with the applicable standards including DIN EN ISO 9001, DIN EN
ISO 14001, DIN EN ISO 50001 and TS 16949. In addition the Supplier
warrants that its goods and services shall be state of the art.

3.

The Supplier shall execute the order in observance of the Technical Working
Equipment Act (Gesetz über Technische Arbeitsmittel), the relevant accident
prevention regulations, other health and safety regulations as well as thegenerally recognised safety-related and occupational health regulations valid
in the Federal Republic of Germany. If this requirement is not disregarded, thegoods or services shall be deemed properly provided.

4.

We shall be entitled to our full statutory rights based on liability for defects. We
shall particularly be entitled to require that the Supplier cures any breach byeither eliminating the defects or supplying a replacement at our choice. The
Supplier must cure the breach without delay.

5.

If the Supplier is required to cure a breach it shall bear all expenses that arenecessary in order to eliminate the defects or supply a replacement. If the defectdoes not occur until the goods have reached our customer's premises, thenecessary expenses shall also include the costs of transport to and from ourcustomer. If the defect does not occur until after the product has been fitted into
other items, the necessary expenses shall also include the costs of removing
the defective products and installing the products repaired or delivered as areplacement by the Supplier. Our approval of the Supplier's drawings andcalculations shall not affect the Supplier's obligations in relation to thewarranty.

6.

If any goods or services supplied by the Supplier are defective we may rectify thedefect ourselves after the expiry of a reasonable deadline set for the cure of thebreach or have the defect rectified by a third party and claim compensation for thenecessary expenses unless the Supplier is justified in refusing to cure the breach.
Section 323 (2) of the German Civil Code (BGB) shall apply accordingly. It shallnot be necessary to set a deadline if the attempt to cure the breach has proved
unsuccessful or if this is unreasonable for us. We may request an advancepayment from the Supplier for the necessary cost of rectifying the defect.

7.

In the case of defects of title the Supplier shall also indemnify us against any
existing claims of third parties unless the Supplier cannot be held responsible forthe defect of title.

8.

We may either store defective goods in safe custody at the Supplier's risk or returnthem to the Supplier at a charge and at its own risk and expense.

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9.

Unless expressly agreed otherwise, the warranty period shall be 36 months
after delivery. The warranty period for all work on or in connection withbuildings shall be five years unless otherwise agreed. If the Supplier isrequired to cure a breach, the limitation period for liability for the flawlessnessof such work shall start to run anew after such work has been completed
unless the Supplier has expressly and justifiably reserved the right to perform
such work only as a gesture of goodwill in order to avoid disputes or in theinterest of continuing the supply relationship.

10. If any claims are made against us due to a violation of public safety regulations or
due to domestic or foreign product liability laws on the basis of the defectivenessof our product, which is due to a product supplied by the Supplier, we shall havethe right to claim compensation for this damage from the Supplier insofar as thisis due to the Supplier's products. In this case the Supplier shall also bear thecosts and expenses incurred due to the type and scope of the necessary
precautionary measures against claims due to product liability, e. g. public
warnings or product recalls. We shall notify the Supplier in good time if suchclaims for damages are asserted.
11. The Supplier shall take out product liability insurance of the usual scope, whichshall also cover the reasonable costs of a product recall and shall provide us
with evidence of such insurance cover on request.
XIII. Complaint period for defects
If the contract is a commercial transaction for both Parties, the complaint period
for defects reported by us shall be 10 (ten) working days after receipt of theconsignment (in the case of obvious defects) or after the discovery of the defect(in the case of hidden defects).
XIV. Reservation of title – provision of materials – tools –confidentiality
1.

We shall not recognise any reservations on the part of the Supplier that go
beyond the ordinary reservation of title. Independently of the reservation of title,
we shall have the right to use, process and sell the goods as well as to combine
and mix them with other goods.

2.

The Supplier undertakes to use material provided by us only in order to
execute our purchase orders. The Supplier shall mark our material as suchand shall store and manage it separately.

3.

If the material we provide is processed or reshaped, we shall acquire the sole
right of ownership of the new item. In this case the processing and reshaping
shall be carried out on our behalf. The transfer of possession shall be replacedby the Supplier keeping the goods in safe custody free of charge for ourselves
exercising the care and diligence that is appropriate in business dealings.

4.

Insofar as we provide parts of materials for the Supplier we hereby reserve
title to such items. Any processing and reshaping by the Supplier shall be
carried out on our behalf. If the goods under reservation of title are processedwith other items that do not belong to us, we shall acquire co-ownership of the
new item in the same proportion as that between the value of our property

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(purchase price plus VAT) and the value at the time of processing of the otheritems processed.
5.

If the parts of material provided by us are inseparably mixed or combined withgoods that do not belong to us, we shall acquire co-ownership of the new itemin the same proportion as that between the value of the goods underreservation of title (purchase price plus VAT) and the value at the time of
mixing or combination of the other items mixed or combined. If the mixing or
combination is carried out in such a way that the Supplier's item must be
regarded as the main item, it shall be deemed agreed that the Supplier shallassign co-ownership to us on a pro rata basis; the Supplier shall retain soleownership or co-ownership on our behalf.

6.

The Supplier shall be liable for the material provided and the goods that it isused to produce in relation to any possible damage, loss, theft, destruction,
ruin and rejects that are not caused through fault.

7.

Tools, models and other aids that are manufactured in order to execute ourpurchase order and that are charged separately by the Supplier shall become
our property at the time of production. The Supplier shall be obliged to restore
or replace the material in the event of any damage, loss or destruction.

8.

Instead of the tools, models and other aids mentioned in para. (7) above being
handed over, the Supplier shall keep them in safe custody free of charge forourselves. The Supplier shall clearly mark the aforementioned items as ourproperty and make third parties who raise claim to them aware of our right ofownership. The Supplier shall care for and preserve the aforementioned goods
and repair any normal wear and tear; the necessary expenses for such work
are included in the purchase price. The Supplier shall be obliged to restore or
replace the goods in the event of any damage, loss or destruction.

9.

Any samples, drawings, sketches, illustrations etc. handed over to the
Supplier shall remain our property; the copyright and right of use in respect ofsuch items shall remain with us. They may not be copied or duplicated without
our written agreement. The documents must be returned to us with the offer.

10. The Supplier must treat all illustrations, drawings, calculations and otherdocuments and information received as strictly confidential. They may only bedisclosed to third parties with our explicit consent. The duty of secrecy shallcontinue after the performance of the contract in question; it shall expire if andto the extent that the manufacturing known-how contained in the illustrations,drawings, calculations and other documents has come into the public domain.
11. To the extent that the value of the liens to which we are entitled in accordancewith para. (4) and/or para. (5) exceeds the purchase price of all unpaid goods
under reservation of title by more than 10 %, we shall be obliged to release
the liens as we choose at the Supplier's request.
XV. Legal requirements, minimum wage, employee secondment
1.

If the delivery item should be subject to export control regulations, the Suppliershall explicitly draw our attention to this in the contract.

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2.

Within the framework of our contract the Supplier undertakes to comply withall legal requirements, including the Act Regulating a General Minimum Wageof 11 August 2014 (Minimum Wage Act, MiLoG) and the Act on Mandatory
Conditions of Employment for Cross-border Secondment and Regular
Domestic Employment ( Employee Secondment Act, AEntG) and to pay its
employees at least the statutory minimum wage as from 1 January 2015.

3.

The Supplier shall indemnify us against all claims brought against us under
our contract with the Supplier due to any breach of section 13 of the Minimum
Wage Act (MiLoG) and/or section 14 of the Employee Secondment Act(AEntG) on the part of the Supplier or its subcontractors. This also applies toany necessary costs that we incur as a result of claims made by employeesor third parties (e. g. social insurance carriers).

4.

To the extent that the Supplier performs work or services on our behalf we
may demand written confirmation of compliance with the Minimum Wage Act(MiLoG) and the Employee Secondment Act (AEntG) at any time, both on thepart of the Supplier and on the part of its subcontractors and any personnel
leasing agencies engaged by the Supplier or the subcontractor. At our request
the Supplier shall prove that the Supplier, its subcontractors and any
personnel leasing agencies engaged by the Supplier or a subcontractor are
paying the minimum wage. Insofar as the Supplier, its subcontractors or apersonnel leasing agency engaged by the Supplier or a subcontractor are
subject to section 17 of the Minimum Wage Act (MiLoG) the Supplier, on
request, shall furnish us with evidence of compliance with the obligation tokeep documentation imposed under this section of the Act.

5.

If any claims are brought against us in connection with the provision of the
Supplier's services under section 13 of the Minimum Wage Act (MiLoG) and/or
section 14 of the Employee Secondment Act (AEntG), the Supplier shallsupport us in the defence against such claims and supply us with thenecessary information.

XVI. Legal venue, choice of law
1.

The contract shall be exclusively governed by German law; the Hague
Convention on the Law Applicable to Contracts for the International Sale ofGoods and the UN Convention on Contracts for the International Sale ofGoods shall not apply.

2.

The sole legal venue shall be the court competent for the district where Sika
Automotive Frankfurt-Worms GmbH has its principal place of business.
However, we shall also have the right to bring an action before the competentcourt in the district where the Supplier has its place of residence.

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Part B: Special Terms and Conditions for the Provision of Work andServicesI.

Scope of application
The provision of work and services shall primarily be governed by the Special
Terms and Conditions set out in this Part B. Within this area of application theyshall have precedence over the General Terms and Conditions of Purchase andDelivery in Part A in the event of any contradiction between the two. The General
Terms and Conditions of Purchase and Delivery in Part A shall apply in addition towork and services supplied by our Suppliers.

II.

Special Terms and Conditions for the Provision of Work (with a contractual
obligation to produce a certain outcome)1.

Scope of the Supplier's obligationsa)

The Supplier shall execute all work, services and deliveries agreed by contractthat are necessary for the complete production and assembly of the contractual
item at the agreed installation site, so that it is free of defects, fully functionaland ready for operation.

b)

The Supplier must be able to supply us with any necessary spare parts andwearing parts for the contractual item within a reasonable time during a periodof ten years from the date of acceptance. If the Supplier or its own Supplierplans to discontinue the production of spare parts and wearing parts for thecontractual item, the Supplier shall notify us of this with one year's lead time andeither provide us with the manufacturing documents for the spare parts andwearing parts free of charge or inform us how we can procure the spare parts
and wearing parts elsewhere and particularly provide us with the specifications
for the spare parts and wearing parts.

2.

The Supplier's duty to cooperate and duties of inspection as purchasera)

We shall have a duty to cooperate insofar as this is part of the agreement with
the Supplier.

b)

The Supplier must verify the accuracy of the documents provided and ourstatement of work immediately after they have been handed over. The Suppliermust also check the quantities of material and assess the practicality of using
them and shall notify us in writing without delay and, if possible, before entering
into the contract, of any calculation errors in the documents or any defective
installation plans.

3.

Modifications to the scope and content of the work and servicesa)

We may request modifications to the scope and content of the work andservices. This also applies to parts already supplied and delivered.

b)

If the modifications are not merely insignificant, the Supplier shall calculate thedelays and the additional or reduced costs resulting from the desired
modifications; the Parties shall then agree on an appropriate amendment to theSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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contract. If the Parties cannot reach an agreement, the Supplier shall have theright to refuse our request for a modification.
c)

The Supplier cannot demand any additional remuneration for modifications towork and services which we have not requested.

4.

Acceptance of the Supplier's worka)

There will be a formal, technical and legal acceptance of the Supplier's entire
work and all goods delivered by the Supplier. The aim shall be to achieve thesmooth operation of the contractual item. Minutes shall be taken of theacceptance procedure. They shall describe the state of the goods delivered up
until the time of acceptance. The Supplier must make a record in the minutes ofany defects that are obviously recognisable at this time.

b)

If all conditions for acceptance have been fulfilled, the Supplier shall request aformal acceptance test by writing to us at least five days before the intended
date.

c)

To prepare the formal acceptance test Supplier shall, at least five days before
the date of the acceptance test, provide us with all necessary attestations, test
certificates, revision protocols, necessary plans for the documentation of theactual implementation, operating instructions, functional descriptions,commissioning reports and the template for the minutes of the acceptance test
as well as all other necessary documents that we need in order to assess
whether the work and goods supplied by the Supplier are complete and free of
defects.

d)

No fictitious acceptance shall take place. There shall be no implied acceptance.
There shall be no legal partial acceptances.

e)

The Supplier shall perform any subsequent improvement work with the aim ofrectifying any defects that we ascertain at the time of acceptance and shall doso within the reasonable deadlines that we stipulate.

III. Special Terms and Conditions for the provision of services
1.

To the extent that the Supplier is not responsible for the outcome of the work on
the basis of an express contractual agreement or a pure service has been
agreed, the Supplier shall provide the service in accordance with theagreements set out in the contract according the state of the art at the time thatthe contract was formed and through personnel who are qualified to provide theagreed services.

2.

If the service is not provided as agreed in the contract or is defective and theSupplier can be held responsible for this, the Supplier shall be obliged to provide
the service for us as agreed by contract within a reasonable time and without
any additional costs for us. The precondition for this is that we submit any
complaint no later than within ten working days after becoming aware of thedefect. If significant elements of the service cannot be provided as agreed in thecontract for reasons that are the Supplier's fault, and not within a reasonable
time, we shall have the right to terminate the contract without notice. In this casethe Supplier shall be entitled to remuneration for the services provided asSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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agreed by contract up until the time when notice of termination becomes
effective. There shall be no remuneration for services where we can prove thatthey are of no use to us and of no interest for us.
3.

This shall not affect the extraordinary right of termination for an important cause.
The Supplier shall be entitled to remuneration for the services provided asagreed by contract up until the time when notice of termination becomes
effective. There shall be no remuneration for services if we can show that they
are of no interest to us.

Part C: Special Terms and Conditions for the Provision of Services in
the field of IT
I.

General rules for the provision of services in the field of IT

1.

Scope of application
The provision of services in the field of IT shall primarily be governed by the Special
Terms and Conditions set out in this Part C. Within this area of application theyshall have precedence over the Terms and Conditions contained in Parts A and B
in the event of any contradictions. The General Terms and Conditions of Purchase
and Delivery contained in Part A and the Special Terms and Conditions for theProvision of Work and Services contained in Part B shall apply in addition to workand services provided by our suppliers in the field of IT.

2.

Definitions
The following definitions apply in Part C of our General Terms and Conditions ofPurchase and Contract:
Bypass solution

Temporary bypass of a defect and/or an error

Confidential information

Information that a reasonable third party would regard
as being worthy of protection or that is marked asconfidential. This may also be information that
becomes known during an oral presentation or
discussion. Confidential information may only be used
for the purpose of performing the obligations under thecontract. The duty of confidentiality does not apply to
information that is already lawfully known to the Partiesor that becomes known outside the contract without
any breach of a duty of confidentiality.

Consumables

Parts of system components that are substantiallyconsumed and thus used up within the probable
lifetime of the system components, even in the case ofproper use

Customising

Adaptation of system components on a level otherthan that of the source code

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Data backup

All technical and organisational measures to ensure
the availability, integrity and consistency of the dataand software stored in the IT system and used forprocessing purposes

Error

Impairment of the suitability of the IT system or ofsystem components as opposed to those agreed bycontract or, in the absence of such an agreement, forthe assumed use or otherwise for usual use. This shallapply independently of responsibility for the error andindependently of whether or not this abnormality was
already present at the time of the acceptance ordelivery of the original work and services.

Harmful software

Software with a function that has not been agreed withus, which at least also has the purpose of endangering
or impairing the availability of data, resources orfeatures, the confidentiality of data or the integrity ofdata (e. g. viruses, worms, Trojan horses (among
others).

Individual software

Software programs, program modules, tools etc. that
the Supplier prepares for our needs and in order toperform the contract, including the accompanying
documentation and adaptations of standard orindividual software on source code level. However, thisdoes not include customising and the adaptations ofstandard software that have become part of thestandard.

Loss of data

Loss (deletion) or loss of integrity and consistency ofdata

Object code

Interim result of a compiler or translation process of aprogram's source code

Patch

Temporary repair of a bug and/or a fault in the software
without altering the source code

Pre-existing parts

All components of the individual software and theadaptations to standard software made on sourcecode level, but not included in the standard and which
the Supplier or a third party has developed
independently of this contract.

Program status

General term for patches, updates, upgrades and newrelease(s)/version(s).

Proprietary rights

Industrial property rights or copyrights

Reaction time

Period of time in which the Supplier has to start toprovide the services. This period starts on receipt of
the corresponding message or on the occurrence of anagreed event within the agreed service periods andruns only during the agreed service periods. If a reportSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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is received or an event occurs outside the agreed
service periods, the reaction time starts at the
beginning of the next service period.Readiness for
operation Trouble-free functioning of the IT system
Replacement items

General term for wearing parts and consumables

Release/version

New development level of a software that significantly
differs from the previous release or the version in thefunctional and/or data spectrum

Rights of use

Rights granted to us by the SupplierService period

Times when we are entitled to the services that theSupplier is obliged to perform under the contract

SoftwareGeneral term for standard software and individual
softwareSource code

A program's code in the version of the programming
languageStandard software

Software programs, program modules, tools etc. thathave been developed for the needs of a majority ofcustomers in the market and not specifically for us bytheSupplier,
includingtheaccompanying
documentation

System component

Part of the IT system, e. g. hardware and software,
including new program statuses provided on the basisof the contract, with the exception of patches

System environment

Technical, physical and professionally organised
environment of the IT system, consisting of hardware,
software, communication systems and communication
services as well as the supply facilities necessary forthe operation of the IT system

Teleservice

Services involving the use of technical facilities fortelecommunication from a location outside the place
where the IT system is used

Ticket system

IT system enabling the receipt, classification,
confirmation and processing of reports and enquiries
with the aim of answering the enquiry or solving the
problem and whose progress can be observed andmonitored (also known as the Trouble Ticket system)

Time for execution

Period of time in which the Supplier has to successfullycomplete the services. The period commences on thereceipt of the corresponding report or on theoccurrence of an agreed event within the agreed
service periods and runs only during the agreed
service periods. If a report is received or an event
occurs outside the agreed service periods, the time forSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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execution shall start at the beginning of the next
service period.
Tool

A resource for the development processing andmaintenance of the software.

UpdateConcentration of several fault rectification and/or
troubleshooting processes as well as slight functional
improvements and/or adjustments to the software in asingle consignment

UpgradeConcentration of several fault rectification and/or
troubleshooting processes and more than slightfunctional improvements and/or adaptations of thesoftware in a single consignment

Version/release

See release/version

Wearing part

Parts of system components that lose their functional
capacity within the probable lifetime of the systemcomponent, even in the case of proper use and thisdoes not represent a defect unless the wearing part
would lose its functional capacity before the end of its
probable lifetime.

3.

Scope of deliverya)The documentation of the hardware and software shall be delivered in German andin printed or printable form unless otherwise agreed.

b)

The Supplier shall deliver the hardware and the software free of harmful software.
This shall be verified in suitable form at an appropriate time prior to delivery. The
Supplier shall declare that this verification has produced no indication of harmful
software. This provision shall apply each time that software is provided, also
provisionally and in advance, such as for test purposes. Furthermore, the Supplier
guarantees that the hardware and software that is supplied shall not have any
functions that endanger the integrity, confidentiality and availability of the hardware
and software, of other hardware and/or software or of any data and that is therefore
contrary to our interests in confidentiality or security.

4.

Rights of use in respect of softwarea)Unless another proper use has been agreed, the Supplier, on entering into thecontract, shall grant us an exclusive right to use the individual software as well as a
non-exclusive right to use standard software; these rights shall in all cases betransferrable, permanent, irrevocable and non-cancellable, locally unrestricted andexercisable in any hardware and software environment; this particularly means theright to permanently or temporarily store, load, display and run the software. This
shall also apply if duplications are needed for this purpose.

Sika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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We have an obligation to take suitable technical and organisational measures inorder to ensure the proper use of the software.

c)

If we exercise our right to transfer the right of use, we must impose our contractual
obligations in relation to the content and scope of the rights of use on the third party.
Only if we have no equity interest in the third party under company law shall we nolonger be entitled to use the software ourselves after transferring the rights of use to
the third party. Copies of the software that are not handed over to the third party
must then be deleted. However, we shall not be obliged to delete any duplicationsof the software that have been made for purposes of proper data backup. In addition,
we shall have the right to keep one copy solely for testing and archiving purposes,
unless otherwise agreed.

d)

We have the right to make a copy of the software for data backup purposes. The
duplications of the software that serve the distribution of the software for proper use
or for making proper data backups are part of the proper use of the software.

e)

As we have subsidiaries abroad to whom we regularly have to grant rights of use inrespect of the software within the framework of cooperation within the Group, theSuppler gives us the right to grant our affiliated companies a right of use in respectof the contractual software. This particularly applies to our subsidiaries abroad. The
Supplier shall ensure that it also has the right to grant this right of use to third parties
abroad and that this will not give rise to any accusations that our subsidiaries abroad
are breaking the law; if applicable the Supplier shall indemnify us and our
subsidiaries abroad against any liability in our internal relationship.

5.

Data privacy, non-disclosure and securitya)In the event that personal data is collected, processed or used by the Supplier undera contract, the Parties shall enter into an agreement regarding contract dataprocessing that satisfies the legal requirements.

b)

The Supplier shall ensure that all persons that it entrusts with processing or
performing the contract observe the legal requirements concerning data privacy. On
request we must be provided with evidence of compliance with the obligation tomaintain data secrecy under data protection law.

c)

The Parties must treat as confidential all confidential information, business secrets
and trade secrets obtained within the framework of the contractual relationship andshall particularly not disclose it to third parties or use it for any purposes other thanthe contractual purpose.

d)

The Supplier is entitled to pass on confidential information only to subcontractors
whom we have explicitly approved if and to the extent that this confidential
information is necessary in order for the subcontractors to perform their various workand services (the "need-to-know" principle). This only applies if the subcontractor

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has first given us an undertaking to observe confidentiality to at least the same
extent as the Supplier has done. The disclosure of the confidential information by
the subcontractor must not be allowed unless we have first explicitly agreed to its
disclosure.
6.

The Supplier's personnel, subcontractorsa)

The Contracting Parties' contacts are exclusively the responsible persons
mentioned in the contract. Any changes in the contacts must be notified to the otherParty with a reasonable lead time.

b)

The Supplier shall provide the work and services through suitably qualified
personnel as agreed by contract. Communication with us shall be in German unlessotherwise agreed.

c)

The Supplier may only exchange persons in agreed key positions if we have given
our agreement. We will immediately give our agreement if the replacement is ofurgent necessity and the Supplier offers a qualified person as a substitute. The
replacement shall be deemed of urgent necessity if further deployment is impossible.
The Supplier may exchange personnel who do not occupy key positions even
without our agreement if the substitute is suitably qualified as required under thecontract. The induction of the new personnel shall take place at the Supplier's
expense.

d)

We may demand that a person whom the Supplier has deployed to perform thecontract is replaced if this person acts in gross breach of his/her obligations,performs any work or services to a poor standard or if the person no longer has the
personal qualifications required under the contract, e. g. if information from a security
declaration under the Security Screening Act (Sicherheitsüberprüfungsgesetz) nolonger corresponds to the facts. The induction of the new personnel shall take placeat the Supplier's expense. We shall also have the right to demand the replacementof the person deployed to perform the contract for different reasons. In this case theSupplier may claim the reimbursement of reasonable expenses as long as the
Supplier provides us with binding information concerning these costs in advanceand we nevertheless insist that this person is replaced.

e)

The Supplier may only engage subcontractors to perform the work and services orreplace subcontractors that have been engaged if we have given our express
agreement. We will agree without delay if the new subcontractor would have beenequally suitable as the former subcontractor when the award decision was made,and there is otherwise no objective reason to oppose the engagement of the newsubcontractor. The induction of the new subcontractor shall take place at theSupplier's expense. We shall be deemed to have agreed to the engagement of thesubcontractors that the Supplier designates in the offer.

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f)

We shall send our requests regarding the work and services to be provided only tothe responsible contact designated by the Supplier and shall not issue any
instructions to any other persons deployed by the Supplier. The persons deployedby the Supplier shall not enter into an employment relationship with us, even if they
are working on our premises. The Supplier shall take organisational measures toguarantee that the employees it uses to provide the work and services are
exclusively subject to the relevant employer's right to issue instructions anddisciplinary authority. Instructions shall be issued solely within the framework of theagreed division of tasks.

7.

Proprietary rights of third partiesa)

If a third party asserts claims against us on grounds of a violation of proprietary rights
due to the use of the software and if this impairs or impedes our use of the software,
the Supplier shall be liable as follows without prejudice to our other rights:
The Supplier may either alter or replace the work and services at its own expense
so that they no longer violate the proprietary right, but nevertheless essentiallycorrespond to the agreed functional and performance features in a way that isreasonable for us, or indemnify us against the claims of the owner of the proprietary
right.
If it is impossible for the Supplier to cure the breach or only on unreasonableconditions, the Supplier shall have the right to take back the work and services
affected in return for a refund of the remuneration that has been paid. The Suppliershall grant us a reasonable expiry period unless this is only possible under
unreasonable legal conditions or other conditions.
This shall not affect our rights, for example to the rescission of the contract, a
reduction in price and damages.

b)

The Parties shall immediately notify each other of any claims asserted by third
parties. We shall not recognise an alleged breach of a proprietary right and either
allow the Supplier to conduct every dispute, including an out-of-court settlement, or
only conduct such a dispute in agreement with the Supplier. The Supplier shall
reimburse us for any necessary costs of defence and other damages if we remain
responsible or have to remain responsible for the suitable defence measures andsettlement negotiations for legal reasons. In this case we shall be entitled to anadvance equivalent to the sum of the estimated costs of defence.

c)

If we ourselves are responsible for the violation of proprietary rights, no claims may
be asserted against the Supplier.

8.

Documentation

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a)

The Supplier shall prepare and provide us with technical documentation in German
concerning the work and services performed. This shall also contain an overview of
all installed program statuses of the hardware and/or software as well as a list of theserial numbers and accompanying documents (e. g. system certificate) of newly
deployed replacement items. If the Supplier has prepared an inventory or survey of
the IT system or if we provide the Supplier with a system description, this shall be
updated by the Supplier. If the Supplier does not keep any inventory lists itself, theSupplier shall immediately provide us with the necessary information in suitable form
so that they can be updated.

b)

The Supplier shall prepare and provide us with application documentation in German
for the work and services it has performed. This shall contain all information that theend user needs in order to use the work and services.

c)

If the Supplier performs any services or work to correct defects at a later point in
time, the Supplier shall at the same time prepare an appropriate update or addition
to the documentation (technical documentation and application documentation) andhand it over to us. The Supplier shall list all changes in chronological order in a listof modifications. The update or addition shall be prepared with at least the same
degree of detail and in the same quality as the original documentation.

d)

The Supplier shall grant us the exclusive, irrevocable, permanent, transferable rightto use the documentation, including the updates and additions.

9.

Test system of the IT systema)Insofar as it has been agreed, system services that lead to modifications to the IT
system shall initially be provided in the test system of the IT system instead of in its
productive part. In this case we shall provide the test system as part of the IT systemand the Supplier shall support it within the framework of the agreed services.

b)

Unless otherwise agreed, the Supplier shall test the system services in the test
system. Before doing so, the Supplier shall inform us of the service provided andgive us the opportunity to take part in the test. On the completion of the test theSupplier shall inform us of the result. If the test is successful, we will incorporate thework and services into the productive part of the IT system.

c)

Unless otherwise agreed, the Supplier shall guarantee that the test system is up todate insofar as the Supplier's area of work and services is affected. In this area the
Supplier must also particularly ensure that the software on the test systemcorresponds to the productive part of the IT system. Unless otherwise agreed, theSupplier shall also ensure that sufficient and, if necessary, current data is available
in the test system in order to ensure meaningful tests. In agreement with us the
Supplier may use data from the IT system which it shall make anonymous or – if thedata is not personal data – which it shall mask.

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d)

If faults only occur after the incorporation into the productive part of the IT system,
the Supplier will not be held responsible for any delays provided that they are basedon unknown and unforeseeable differences between the test system and the
productive part of the IT system and the Supplier has complied with its obligation toprovide the services.

II.

Special conditions for the purchase of hardware and/or software

1.

The sale of hardware and/or standard software also includes the sale of theassociated technical documentation and user documentation as well granting thenecessary and usual rights of use in respect of the standard software anddocumentation.

2.

On the agreed delivery date the Supplier shall set up the hardware and install thestandard software unless otherwise agreed.

3.

The Supplier shall be responsible for disposing of and recycling the packaging inaccordance with the applicable legal requirements, without any separate
remuneration, and, at our request, also of the hardware supplied or parts of the
hardware after their useful life, unless otherwise agreed (e. g. remuneration for
disposal). The disposal or recycling shall be performed to professional standards.
Disposal by the Supplier must be carried out in such a way that stored data is neither
legible nor reconstructable. We shall have the right to remove parts of the hardware
before it is collected for disposal.

4.

Before concluding the contract of sale the Supplier shall notify us of any locks on
use which could impair the use of the hardware or the standard software for thecontractual purpose.

III. Special conditions for maintenance and updating
1.

Area of application, provision of work and servicesa)If the subject matter of the contract is the provision of IT maintenance and updating
work (hereinafter called "services") the scope of the Supplier's work and services
shall particularly include the restoration of the system's readiness for operation(troubleshooting), the maintenance of its readiness for operation (preventative
measures), the provision of new program statuses and the modification or expansionof the IT system and other individually agreed services, without prejudice to a special
contractual agreement.

b)

The services involve the performance of work to achieve a specific outcome. The
Supplier is therefore responsible for the outcome of the agreed work.

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c)Unless otherwise agreed, the Supplier shall install and customise all systemcomponents delivered, adapted or newly produced and integrate them into the IT
system.

d)

The Supplier is only entitled to provide the services with the aid of automatedprocesses, e. g. a licence management or monitoring software, if the Supplierdesignates the product to be used in the offer and at the same time guarantees, inaccordance with the facts, that this product has no communication functions withthird parties and no other functionality contrary to our interests. The product must
particularly not contain any functionalities for data espionage and must not transmit
any information concerning the IT system, its data, its licensing or user behaviour tothird parties for any purpose other than the provision of the services, nor store thisinformation in such a way that it could be accessed by third parties. The replacementof the product or the use of a new version of the product shall require our express
agreement in the individual case. We will give our agreement if the Supplier has
given us the aforementioned assurance with regard to the new product to be used.
If there are in fact sufficient indications that the product does not meet the
aforementioned requirements and the Supplier cannot refute such indications, we
may refuse to allow the product to be used.

2.

Type and scope of the servicesa)Restoration of readiness for operation (troubleshooting)
The restoration of the IT system's readiness for operation or that of its systemcomponents includes all measures taken by the Supplier that are necessary fortroubleshooting. These may include repair work on the hardware and maintenancework for software in order to eliminate bugs. The latter, for instance, may include thepreparation or procurement of a debugged version of the individual software and its
provision as well as the provision of a program status of the standard software thateliminates the error.
If troubleshooting has been agreed for standard software and it contains a bug, theSupplier must provide a program status that eliminates the bug, if such a programis already available. If this is not the case, the Supplier must provide a bypass
solution. If the Supplier cannot be reasonably expected to do so, the Supplier shallrequest the manufacturer of the standard software to provide a program status assoon as possible that eliminates the bug. The Supplier must provide us withinformation in this respect at our request. Within the context of the obligation toprovide a bypass solution we cannot generally demand any interference with theobject code or source code of the standard software, but we may request individual
programming - as long as this is reasonable.
If the same error re-occurs within 30 days after the system has been declared readyfor operation, the bug shall not be deemed to have been removed.

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If a flat fee has been agreed for troubleshooting and if the IT system has not been
built by the Supplier, the Supplier may demand an additional fee for the eliminationof a bug within three months after the commencement of the contract if the Supplier
proves that the bug was already present before the commencement of the contract.
If an inventory has been agreed, this right shall only exist in relation to the bugs
found during the inventory and notified to us in the report and only to the extent that
there has been no adjustment of the remuneration due to these bugs.
Instead of this, we may have the bug eliminated through any claims we may have
due to defects or under a warranty. The Supplier shall support us in this.
If we have caused a bug intentionally or through gross negligence and if a flat fee
for troubleshooting has been agreed, the Supplier may demand reasonable
remuneration from us as a result.
b)

Maintenance of readiness for operation (preventative measures)
All measures that the Supplier takes to avoid future errors, e. g. as part of amaintenance concept, shall serve to maintain the readiness for operation of the IT
system or its system components. This shall include, for instance, the regularexchange of wearing parts and of the IT system's hardware in good time before theend of its life cycle. It also includes the provision of new program statuses of thestandard software insofar as these are available to the Supplier without paying
licence fees for use by us and, if agreed, the preparation and provision of adebugged program status of the individual software, in each case to the extent thatthese are necessary in order to maintain the system's readiness for operation.

c)

Acceptance of new system components
Unless otherwise agreed, we shall accept new system components if they serve toeliminate or avoid faults. We shall not be obliged to accept a new system component
if this is unreasonable for us, for instance because the new system component
significantly differs from the system component to be replaced or if the scope of ourrights would be reduced in the case of software. If we do not accept a new systemcomponent for this reason, the Supplier shall suggest a different solution at ourrequest as long as this is possible and reasonable. If we accept a new systemcomponent, the following shall apply:-

If the new system component contains more functionalities than the systemcomponent mentioned in the service contract ("additional features"), we shall only
be obliged to pay an additional fee if we wish to use these additional features. This
also includes a case where we use the additional features, although we could use
the new component in accordance with the contract without the additional features,
but not a case where we can only use the previous functionality together with theadditional features. No additional fee is payable if the provision of the new system

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component is already the subject of another obligation to supply work and serviceson the part of the Supplier.
-

If we incur higher costs than previously due to the use of the new system component,
these shall be borne by the Supplier. This shall not apply if these higher costs are
attributable to the fact that we wish to use additional features that are available.
Sentence 2 of the first alternative above shall apply accordingly.

d)Provision of new program statuses
New program statuses shall each be provided immediately once the new program
status becomes available.
Without prejudice to special contractual agreements, the obligation to provide newprogram statuses particularly includes the obligation to provide program statuses forthe implementation of amendments to legal provisions and technical standards that
influence the ability to use the IT system for its intended purpose, including
adjustments to amended administrative rules, tariffs or interface adjustments. If suchprogram statuses are not available, the Supplier shall produce them or makearrangements to have them produced.
The Supplier shall provide us with the program statuses that it is obliged to supply
in good time before the relevant rule or standard comes into force and before thetime of the intended amendment or adjustment. If the program status is not provided
by these dates at the latest, the Supplier must provide us with an interim solution,
irrespective of this. If the provision of the program status or the interim solution
cannot reasonably be expected by these dates, they must be provided within areasonable time.
The Supplier must notify us if and from when such a program status will be available.
The Supplier shall install and customise the program status and integrate it into theIT system unless otherwise agreed. If standard software of the IT system has beenadjusted to source code level by the Supplier or a third party, this also includes
making these adjustments for us in the new program status. The Supplier must draw
attention to the consequences of the aforementioned work before carrying it out.
This also includes changes to the usability of the software.
The Supplier must first give us the opportunity to request that the Supplier does not
immediately install and customise these program statuses, if applicable adjust themon source code level and integrate them into the IT system, but does so at a later
point in time that we request during the term of the service contract or only inobservance of reasonable conditions that we set or not at all. We will only give ouragreement if the update is necessary for debugging purposes and is reasonable forus. If new program statuses of the software result in the fact that the IT system canno longer be used free of faults, the Supplier must take all troubleshooting measures

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that are necessary. In addition to other, also individual adjustments to the IT system,
this may also include adjustments to other software. If necessary, these adjustments
must also be made on source code level and integrated into the IT system.
Without prejudice to a special contractual agreement, the Supplier shall install andcustomise new program statuses that we provide and integrate them into the IT
system. Before carrying out the work the Supplier shall draw attention to theconsequences for the IT system entailed by the use of the new program status. This
also includes, for instance, known incompatibilities and known errors as well aschanges in the usability of the software.
e) Hotlineaa) If a hotline has been agreed, the Supplier shall record fault reports communicatedby telephone and questions concerning the use of the IT system. As far as possible,
the Supplier shall eliminate the fault reported by giving guidance over the telephoneor, insofar as it has been agreed, through teleservice during the telephone call andshall answer any questions concerning the use of the IT system. If this does not
succeed within a reasonable time, the Supplier must clarify the questions concerning
the use of the system in another way and communicate the answers by telephoneor by email or pass on the fault report within its support organisation in order for thefault to be eliminated. If it has not been agreed that the system's readiness for
operation is to be restored, the Supplier shall make us an offer for troubleshooting
on the basis of the agreed rates or, if no such rates have been agreed, on reasonableconditions. Irrespective of whether or not the fault report has already been dealt withduring the telephone call, the Supplier shall be obliged to enter the fault report intoa ticket system along with explanatory information if the use of such a system has
been agreed.
bb) Unless otherwise agreed, every user on our premises shall be entitled to use thehotline.
cc) The Supplier shall only use personnel to man the hotline that are qualified to record
and initially clarify the fault report. The hotline must be manned by German-speaking
personnel.
dd) The use of automated interactive voice response systems is only permitted in orderto accept calls and for their initial classification.
ee) The Supplier must man and technically equip the hotline in such a way that its
constant availability is guaranteed during the service periods. The Supplier shall takeaccount of the expected traffic, consisting of questions regarding the use of thesystem and trouble reports, and ensure that it is possible to accept telephone
questions and trouble reports in parallel operation. If the elimination of an error or
the answering of complex questions from users cannot be continually handled bySika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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the same employee of the Supplier until the successful conclusion of the matter, thematter and the progress made in handling it must be recorded in such a way that
there is neither a loss of time nor a loss of quality due to a change of personnel.
ff)

Each Party shall bear its own telecommunication costs. The Supplier is not entitledto offer the hotline through added value services, mobile phone numbers or foreign
telephone numbers.

f)On-call service
Insofar as it has been agreed, the Supplier must maintain an on-call service. The
Supplier must be contactable by telephone during the agreed times. The purpose of
the on-call service is to ensure that the agreed, particularly qualified personnel areavailable at the agreed times to give advice and for troubleshooting (by telephoneor through the teleservice) and that the agreed, particularly qualified personnel
provide the agreed services on site at the agreed times.

g)On-site service, regular presence on our premises
Insofar as it has been agreed, the Supplier shall provide us with an on-site service
at the agreed times in the agreed scope. The on-site service serves to handle theagreed service work and to advise users on site at their workplace.

h)

Licence managementaa) Inventory
If an inventory has been agreed, the Supplier shall initially be obliged to determine
the exact use of the agreed software, especially its places of deployment andinstallation, and to present these in an electronic database (licence database). We
shall be obliged to grant the Supplier access to the system components relevant for
the use of the software insofar as this is absolutely necessary for data capture.
In addition, the Supplier is obliged to determine the type and scope of our existingrights of use in respect of the agreed software and, if necessary, to determine theassociated requirements of the licensor in question and to supplement the licencedatabase accordingly. This shall particularly include a note as to where the relevant
information concerning rights of use, original data carriers and back-up copies areto be found. We shall be obliged to give the Supplier access to the relevant
documents available on our premises, especially software licensing agreements,
software licence certificates and similar documents as well as any original datacarriers and backup copies of the software. Insofar as it is agreed, the Supplier shalladditionally store the information concerning rights of use, including any licence keys
and/or the data carriers of the software, in the form agreed (archiving).

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On the completion of the inventory the Supplier shall provide us with a written reporton the result, especially on any under-licensing, over-licensing or any other defective
licensing. At the same time, the Supplier shall make suggestions for any necessary
follow-up licensing, a possible meaningful alteration to the licence model (e. g.
change from individual licensing to volume licensing or organisation-wide licences)and the alternative use of superfluous licences, and shall draw attention to otherpotential for optimisation.
bb) Management of the existing system
The management of the existing system includes the acceptance or own recording
and processing of changes vis-à-vis the information collected during the inventory,e. g. concerning additional, changing or expiring rights of use in respect of theagreed software as well as its places of deployment and installation and thecorresponding updating of the licence database. The management of existing
systems also includes compliance with the licensor's conditions and, if they are to
be fulfilled by us alone, the monitoring of these conditions.
The management of the existing system also includes a regular inventory to be
carried out at least once a year, unless otherwise agreed.
If the archiving of the rights of use and/or the data carriers of the software has been
agreed, the inventory shall also include the ongoing updating of the archive.
cc) Other work and services in the context of licence management
The Supplier is furthermore obliged to advise us at our request in the case of
intended extensions and reductions in the extent of use (e. g. regrouping) and tosupport us in the case of licence audits. These services shall be provided at therates agreed in the contract or, in the absence of such rates, on usual market terms.
i)Settlement of our claims against third partiesaa) Insofar as it has been agreed, the Supplier shall support us in the technical andorganisational settlement of claims under service contracts and claims due todefects (warranty) and guarantee claims from contracts of sale, contracts for labourand materials and contracts for work and services between ourselves and third
parties with regard to the IT system which is the subject matter of this contract. For
this purpose we must grant the Supplier the necessary degree of access to thecorresponding documents. Insofar as it has been agreed, the Supplier shall also
notify our company in good time of any time limits and deadlines of relevance for thecontract, e. g. for the termination, renewal or amendment of these contracts. Unlessotherwise agreed, the Supplier, however, shall not have the right to amend,
terminate or re-conclude these contracts in our name nor to exercise our rights
without our consent.

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bb) The Supplier shall only be obliged to provide legal services to the extent that they
are to be regarded as an ancillary service to the other activities to be performed
under the contract.
j)

Data backup services
Insofar as it has been agreed, the Supplier shall be responsible for ongoing andproper data backups in accordance with the agreed data backup concept in order toprotect against loss of data. In the context of proper data backup practice theSupplier must particularly check the data backups on a regular basis through data
safety backups/data restore measures, evaluate backup protocols, regularly
exchange data carriers for preventative reasons, take the data carriers to the agreed
place and store them there. All data backup measures must be recorded in detail.
The protocols must be sent to us at any time on request, independently of this, but
at least once a year in electronic form. The details concerning the data backup
measures and the protocols of such measures are governed by the data backup
concept.

k)Trainingaa) If training measures have been agreed, the Supplier shall carry out such measureson its own responsibility. If nothing else has been agreed, all training measures shallbe carried out in German. Training measures shall take place on our premises
unless otherwise agreed. If training measures do not take place on our premises,
the Supplier shall be responsible for providing the rooms and the appropriate training
infrastructure. A training day shall comprise eight hours of instruction lasting 45
minutes as well as reasonable breaks. The training fee covers adequate preparationof the training measure as well as the granting of the agreed rights of use in respectof the training documents.
bb) The training documents shall be supplied in German, in electronic form and, on ourrequest, on paper in accordance with the number of participants. The copies thatare supplied shall become our property. The training documents also include tools
such as electronic presentation files and samples used for training. At our request
the Supplier shall issue certificates for the training participants showing the contents
and the scope of the training measure that has been carried out. The Supplier shall
grant us a non-exclusive, irrevocable, permanent and transferrable right in respectof training documents that have not been prepared for us so that we can use themfor our own purposes unless otherwise agreed. If training documents or any parts
thereof have been prepared for us, the Supplier shall supply these documents inaddition in one of the usual, editable file formats determined by us and shall grantus rights of use in accordance with clause I. 4. a) for training measures and also
solely for our own purposes, unless otherwise agreed.

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3.

Keeping stocks of replacementsa)Insofar as it has been agreed, the Supplier shall keep stocks of replacements inorder to ensure the restoration of the IT system and the system components at short
notice or the maintenance of their readiness for operation. Unless otherwise agreed,
the stocks shall be kept on the Supplier's premises. Replacement items must be ofat least the same quality and as good as new at the time of replacement.

b)

If the Supplier keeps stocks of replacements, the Supplier shall exchange the IT
system affected, the system components affected or the affected part of the systemcomponents for an appropriate replacement in the case of a fault that cannot
otherwise be eliminated in good time and, on exchanging the item, shall grant us theright of ownership to the item in question. If replacement items which were initiallyadded to the stocks are paid for on the commencement of the services, the transferof ownership shall already take place at the time when these items are added to thestocks; in this case the Supplier shall be obliged to store the replacement items insafe custody. The Supplier shall send us the information needed in order to identify
the items. This particularly includes the names of devices, their place of storage andtheir serial numbers. Remuneration for the safe custody is included in the price ofthe replacement items.
This also applies if a threatened malfunction can only be avoided by exchanging an
item for a replacement item in order to maintain the system's readiness for operation.
In this case, however, the Supplier, shall be obliged to first agree on the replacementwith us unless the malfunction is imminent and no agreement is therefore possible.

c)

The Supplier shall subsequently repair the replaced item as long as this is technicallypossible and makes economic sense and shall continue to stock it as a replacement
item. The Supplier shall otherwise add an appropriate new device to the stocks.

d)

The Supplier shall dispose of the replaced items free of charge at our request. This
also applies to the disposal of the packaging of the replacement item. The disposal
must be professionally carried out. On the exchange of the item or immediately
thereafter the Supplier shall request notification of whether we require disposal.
If the item to be disposed of contains data carriers, the Supplier shall particularly
draw our attention to this when exchanging the item and offer to send us the datacarrier before disposal. If we do not make use of this possibility, the Supplier must
dispose of the data carrier in such a way that the stored data is neither readable norreconstructable. Before disposal we must be given the opportunity to remove partsof the item.

4.

Relocation and modification of system components by usa)

We shall have the right to relocate system components to a place other than thelocation agreed by contract and to modify the components; we must notify theSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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Supplier of this in good time. Each Contracting Party may request an amendment tothe contract in accordance with the modifications that the new location or themodification of the system components causes for the Contracting Parties' rights
and obligations.
b)

If the dismantling and reassembly or the modification is to be carried out by the
Supplier, a separate agreement must be made.

5.

Reaction times and times for executiona)

If no reaction times have been agreed, the services shall be commenced
immediately after receipt of the corresponding report or the occurrence of the agreed
event within the agreed service periods. If no times for execution have been agreed,
the services must be completed within a reasonable time.

b)

If the Supplier does not comply with the agreed reaction times and/or times for
execution, the Supplier shall be in default after overstepping these deadlines, even
without a reminder, unless the Supplier cannot be held responsible for overstepping
the deadline.

c)

In the case of services under a contact for works and services (where the outcome
is of importance) a declaration of completion shall suffice in order to comply with thetime limit if the work has been successfully completed on time, e. g. the declarationthat the system is ready for operation if an error has been eliminated.

IV. Special conditions in the case of IT advice
If the Supplier is not responsible for the outcome under the express contractual
agreement or a pure IT service has been agreed, the Supplier shall grant us a nonexclusive, permanent, irrevocable and non-transferrable right to use the embodied
results of the service provided under the contract insofar as this results from the
purpose of the contract and the area of deployment. These rights include the agreed
interim results, training documents and tools. Any departures from these rules of use
need to be agreed in the contract.
V. Special terms and conditions for individual software / control technology inmachines and systems
1.

Area of application, provision of work and services
If the Supplier has undertaken to prepare and adjust the software on the basis of thecontract for work and services (where a certain outcome is to be achieved), thefollowing special conditions shall apply.
The work and services to be provided by the Supplier particularly include theadaptation on source code level of software licensed or provided, the customising

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of software licensed or provided and the creation and licensing of individual software
on a permanent basis unless the order involves a different scope of performance.
The work and services shall form an objective economic and legal unit.
The Supplier shall be responsible for the outcome of the agreed work and shall be
liable for the work of its subcontractors in the same way as it is liable for its own
work.
2.

Type and scope of the work
Unless otherwise agreed in the individual contract, the Supplier, on delivering or
licensing the software, shall grant us the agreed rights in respect of the agreed work,
subject to the condition precedent that an instalment payment or final payment ismade following the respective delivery or licensing, that the work is accepted or that
we terminate the contract for cause.

a)

The Supplier shall produce the individual software in accordance with theagreements and shall make it available to us.

aa) In principle, provided that the individual software has been produced, the nonexclusive, sub-licensable, locally unrestricted exercisable in any hardware andsoftware environment and that is transferable, permanent, irrevocable and noncancellable shall pass to us so that we may use the individual software in the original
or in modified, translated, processed or redesigned form, which particularly means
the right to permanently or temporarily store and load it and to display and run it,
also if duplications are necessary for this purpose, to modify, translate, process or
to redesign it in any other way and to store it on any known medium or in any otherway, to duplicate, issue, publish and distribute it in physical or non-physical form,
particularly in private and, with the exception of the source code, publicly, also
through image, sound and other information media, to deploy it in databases, data
networks and online services, including the right to make the individual software, but
not the source code, available to the users of the aforementioned databases,
networks and online services for purposes of research and for retrieval by means oftools that we select and for downloading, to allow it to be used by third parties or tohave it operated for us, not only for our own purposes, but also to use and distributeit in order to provide work and services for third parties.
The right of use relates to the individual software, especially its object code andsource code in all development stages, intermediate stages and final stages and to
the accompanying documentation as well as other materials necessary in order toexercise the rights of use, such as analyses, requirements specifications andtechnical specifications, concepts and descriptions.
If we exercise our right to transfer the right of use in respect of the individual softwarein part or in full or allow it to be used by third parties within the framework of ourSika Automotive Frankfurt-Worms GmbH _ Terms and Conditions of Purchase _01.2019
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duplication, sublicensing or distribution right, we shall be obliged to impose ourcontractual obligations in relation to the content and the scope of the rights of useon the third party. The Supplier's liability towards third parties in connection with sublicensing or further distribution shall be excluded. This also applies to claims due todefects and also to the extent that we assert claims against the Supplier that thethird party has asserted against us due to the individual software.
If we have transferred our rights of use to a third party who is not affiliated with us
within our Group, we shall not longer have the right to use the software. However,
we shall be entitled to keep and use one copy solely for testing and archiving
purposes.
bb) The foregoing provision applies in principle also to pre-existing parts, but on no
account shall exclusive rights of use be granted in respect of these parts.
The distribution and sub-licensing of the pre-existing parts shall be paid for if the
Supplier has given notice of their use in the offer, the remuneration for granting theserights has been specified there and we have awarded the contract on the basis of
this offer. As long as we do not exercise these rights in respect of the pre-existingparts, the remuneration for their distribution or sub-licensing shall not become due.
The right to modify the pre-existing parts shall be excluded if the following conditions
are fulfilled: The Supplier has stated in its offer that instead of the source code forthe pre-existing parts only their object code will be provided and exercises this right.
The Supplier puts us in a position where, with appropriately qualified personnel, we
can generate the executable individual software from the parts of the individual
software provided in the source code and the pre-existing parts that are only
provided in the object code.
The distribution and sub-licensing of the pre-existing parts is only permitted together
with the individual software in the licensed form or in a modified, translated,
processed or redesigned form.
cc) In the event that the Supplier uses or has developed tools for the production of theindividual software that are not available on the market and the processing andredesign of the individual software is either not possible at all or only withunreasonable effort without these tools, the Supplier shall provide us with a duplicateof this tool at the latest when the system is available for partial or total acceptanceand shall grant us a non-exclusive, locally unrestricted right exercisable in any
hardware and software environment, only together with the individual software which
it is intended to process or redesign, and also a transferable, permanent, irrevocableand uncancellable right to use the tool in the original and exclusively for the purposeof debugging and further development for the processing and redesign of theindividual software and to use the tool for this purpose, which particularly means topermanently or temporarily store and load it, to display and run it, also if duplicates
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are necessary for this purpose, to allow it to be used or operated for us by third
parties and to use it not only for our own purposes, but also to in order to provide
work and services for third parties.
We are furthermore entitled to produce a further duplicate and to distribute this
together with the individual software in question and to grant the third party the rights
arising from the foregoing provision with the exception of the sublicensing,
distribution and duplication rights. Instead of the tool used by the Supplier the
Supplier may give us a reduced version of this tool and grant us the said rights in
respect of this tool if it is equally suitable for processing and redesigning theindividual software.
The Supplier shall not be obliged to provide the tool if it can prove that the individual
software works equally well with another tool available on the market and can beredesigned in the same way as with the tool it uses and if the Supplier informs us
where this tool can be sourced.
dd) The Supplier may freely dispose of inventions and the ensuing rights in thisconnection and apply for the invention to be patented or registered as an utility
model. The Supplier hereby grants us free of charge an ordinary, non-exclusive,transferable, sub-licensable right of use with effect in rem in respect of any patents
and utility models registered or granted now and in the future in connection with theuse of the work affected by the invention. If this is not sufficient in the individual case,the Supplier grants rights of use to the extent necessary so that we or an entitledthird party can exercise the rights to the products of the work in accordance with theterms of the contract.
At its own expense the Supplier shall ensure that neither the Supplier nor theinventor nor a possible legal successor can have a detrimental influence on ourrights of use in respect of the products of the work. For this purpose the Suppliershall lay claim to any employee inventions.
b)

If adjustments are made to the standard software on source code level, the Suppliershall inform us, no later than when submitting the offer, of whether it will incorporate
the adjustments into the standard software. If the Supplier makes such a declaration,
the Supplier shall be under an obligation to include the adjustments in the program
status of the standard software following the time when the system is made available
for acceptance. If no such declaration is made or if the adjustments have not been
incorporated into the standard, the Supplier shall be under an obligation to handover the adjustments on source code level in the source code and the adjusted partsof the standard software in the object code in such a way that we are able to produce
the adjusted standard software with appropriately qualified personnel. We shall begiven rights for individual software in respect of the source code to be handed over.

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c)

If the customising of software has been agreed, the Supplier shall grant us the rights
to the relevant work results and to the protocols and other materials, sui generis
database rights and databases in this connection. To the extent that pre-existingmaterials such as templates, concepts and documentation are protected bycopyright, we shall, however, be given no processing right and no sub-licensing rightunless one of these exclusions is impermissible according to the legal requirements.

d)Unless otherwise agreed, the Supplier shall be obliged to install the software in theagreed system environment.

3.

Handing over of and deposit of the source codea)Unless otherwise agreed, the Supplier must hand over the latest version of thesource code of the individual software and any adjustments to the standard software
on source code level on the acceptance of the work and after the acceptance ofevery new program status of the individual software or the standard software
affected. This shall not apply if the Supplier declares that it will incorporate theadjustments into the standard and proceeds to do so as agreed by contract. The
source code includes professional comments and a description of the necessary
system parameters as well as other necessary information that enables us toprocess the source code with qualified personnel in order to be able to independently
develop the individual software and the adjustments to the standard software on
source code level. The source code shall be handed over in electronic form on adata carrier and will be protocolled. We shall be given an extensive right of use inrespect of all versions of the source code and the documentation at the time when
they are created in accordance with clause I. 5. a). We shall treat the source codein the same way as our own confidential information and only make it accessible tothird parties within the framework of its proper use and shall also commit these third
parties to maintain confidentiality.

b)

If it has been agreed that the source codes of certain software are to be deposited,
this shall be done at the agreed depository on the basis of the deposit agreement tobe made in the individual case. The obligation to deposit the source code relates tothe last modified version of the source code of a program status that has been
provided, including the removal of bugs. We shall have extensive rights to all
versions of the source code of individual software. We shall have the right to process
all versions of the source code of standard software to be deposited in order toremove bugs, to maintain its usability and to generate new, executable program
versions to which we shall have the same rights as we had to the version of thestandard software that was originally licensed, subject to the condition precedentthat the source code is surrendered. In the case of source codes of individual
software the aforementioned rights shall be granted when the software is produced
and in the case of source codes of standard software they shall be granted whenthe executable program versions are made available.

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c)

If the delivery of new program statuses has been agreed for the standard software
deposited, the obligation to deposit the source code shall also apply to the sourcecode of the program statuses already provided.

d)

We shall bear the costs of depositing the source code.

Worms, January 2019
Sika Automotive Frankfurt-Worms GmbH, Germany

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