General Purchase Conditionsof Schüco Polymer Technologies KG, Selauer Straße 155, 06667 Weißenfels (hereinafter referred to as “Schüco”)
1. Scope
4.2 Each shipment is to be accompanied by a delivery
All purchase orders shall be subject exclusively to note on which the number and date of the purchasethe present General Conditions of Purchase which order, the product number, the quantity and the exact
shall be deemed as accepted, without express place of delivery are to be stated. Furthermore, aacknowledgment, upon acceptance of our purchase shipping note for each and every consignment is toorder or its – even partial – processing. They shall also be sent to Schüco. Invoices shall not be accepted asapply in the event that Schüco, with full knowledge of delivery notes.
any contrary stipulations or any supplier‘s conditions 4.3 Schüco shall reserve the right to accept excess orconflicting with present General Purchase Conditions, short deliveries.
does accept incoming goods without reservation. 4.4 Supplier shall be held liable by Schüco to ensure
Divergent order confirmations, agreements or terms that any consignments which are subject to labellingand conditions of Supplier require Schüco‘s express requirements be labelled accordingly. Such labelling iswritten consent to become effective.
also to appear on all order confirmations and shipping
documents.
2. Conclusion of Contract
4.5 Supplier agrees to promptly and without further
2.1 All quotations are to be submitted free of charge. request issue to Schüco once a year by way of a longUnless otherwise agreed, they shall be made in term declaration or for each shipment any required
documentary evidence of origin (e.g. supplier‘swriting.
2.2 Only written Schüco purchase orders shall be declarations, movement certificates or declarations oflegally binding. Emails are considered not to satisfy origin on the invoice in line with the EZ preferential
the written form requirement. Any purchase orders trade agreements, certificates of origin in accordanceplaced orally, by phone, or email shall not be valid with the non-preferential rules of origin) including all
unless confirmed by Schüco‘s subsequently submitted required information and in duly signed form.
written purchase order. The same shall apply to any oral 4.6 If, due to any legal regulations, Supplier is required tosubsidiary agreements and/or contract amendments. submit any certificates of compliance, Supplier agrees
2.3 Purchase orders are to be confirmed by Supplier to promptly issue to Schüco any such documents upon
within 3 days stating the Schüco purchase order request. In the event that Schüco needs Supplier‘snumber. Failing to submit such confirmation within 14 assistance in conjunction with said certificates ofdays after the issue of such purchase order, Schüco compliance, Supplier agrees to immediately provide
any required assistance, in particular as regards theshall no longer be bound to said purchase order.
issue of declarations.
4.7 In case of drop shipments from Supplier directly to3. Prices
3.1 Agreed prices are considered firm prices and a Schüco customer, Supplier agrees, upon Schüco‘sto exclude any type of subsequent claims. Unless request, to only use shipping documents which do not
otherwise agreed, prices are deemed to be inclusive disclose Supplier or which identify Schüco as Supplierof VAT. This does not apply to the Import Turnover to the customer. Schüco agrees to submit Schüco
Tax which, unless otherwise agreed, is to be paid by delivery notes to Supplier as and when required.
4.8 As far as drop shipments are concerned,Schüco.
3.2 Agreed prices shall be understood to be free domicile Supplier agrees to keep all shipping documents
including freight, cartage and packaging. Subject filed in accordance with any applicable legal
pricing shall be considered not to prejudice the agreed regulations and, upon Schüco‘s request, toimmediately release them to Schüco.
place of delivery.
4.9 Supplier agrees to ensure the goods to be
immediately unloaded at the agreed place of
4. Delivery
destination. Any assistance of Schüco‘s employees
4.1 Except with regard to invoices (see subparagraphin unloading the goods shall be at the sole risk and8.1), the entire correspondence is to be conductedcharge of Supplier.
between Supplier and the ordering purchasedepartment of Schüco. Supplier agrees to stateboth the Schüco purchase order number and thepurchase order date in all correspondence, invoices,and shipping documents. In addition, particulars
as to the point of unloading shall be included uponrequest. If, as a result of voluntary non-observanceof the aforementioned details, additional expenses
are incurred, any such additional costs shall be onSupplier‘s account.
Date: January 2016

4.10 Upon completion of the unloading andacceptance of the consignment by Schüco and/or at
the agreed place of destination, the risk shall pass toSchüco. This shall also apply if the goods are taken overby Supplier‘s forwarding agent or carrier. If Schüco
agrees to collect the goods at Supplier‘s premises
or if the goods remain at Supplier‘s premises after
acceptance by Schüco, Supplier is deemed to assume
responsibility for the incidental deterioration or loss ofthe goods until the goods have reached their place ofdestination and have been unloaded.
4.11 Prior to the shipment of parts and/or items which
required to be manufactured in accordance with
Schüco drawings or details, type samples are to besent to Schüco for approval.
5. Delivery Dates
5.1 All delivery dates scheduled in the purchase ordershall be binding.
5.2 The delivery term shall start on the date of the purchaseorder. In case of any expected or apparent delays, Supplier
agrees to immediately report such delays to Schüco.
5.3 Partial shipments shall at no time be deemed to be
independent business transactions.
5.4 Schüco shall have no obligation of acceptanceprior to the scheduled date of delivery.
5.5 Upon Supplier‘s default, Schüco shall be entitled
to claim a flat indemnification of 1% of the net
purchase value per commenced week, however notexceeding 5% of the net purchase value of the entire
consignment, and/or to cancel the contract. The flat
indemnification shall be set off against an actual claim
for damages. Supplier shall be at liberty to prove that
Schüco has incurred a lesser damage or no damage
at all.
6. Liability for Defects
6.1 Supplier hereby warrants that all of his goods
comply with any of the applicable legal requirements,
product safety regulations, relevant regulations of therespective authorities and professional associations(including UVV [accident prevention association]),regulations and rules prevailing in the particularcountries in which the goods are manufactured andstored or through which they are transported or inwhich they are used. Supplier further warrants thatthe goods fulfil the latest state-of-art requirements
and that they are suited for their intended use.
6.2 The obligation to examine and to notify apparent
defects or deviations in quantity shall at all events,
even if the consignment has passed into Schüco‘sproperty or has been handed over to the forwarding
agent, carrier or any other person duly authorized
by Schüco, only upon receipt of the duly issueddelivery note and arrival of the goods at Schüco. It isunderstood that Schüco shall be obliged to open thepackages and to spot-check the goods on a randombasis only. Any defects which are not apparent due
to the type of packaging or are not detected during

random checking shall be considered hidden defects.
As regards apparent defects, the notification period
shall be 10 workdays after receipt of the goods atSchüco, in case of hidden defects 14 days after theirdetection. The notification period is deemed observed
if the notice of defect has been dispatched by Schüco
within this period.
6.3 The limitation period for rights arising fromproduct defects is 3 years. Notwithstanding theaforementioned period, the limitation period for
defects of products which are ordinarily used inbuildings and whose faultiness are the cause of theirdefectiveness, is 5 years.
6.4 In the event of defects, Schüco shall be entitled
to exercise, without restriction, any of its legal rights
arising from product defects.
6.5 In the event that Schüco agrees to keep therejected goods in a safe place, Schüco can only beheld responsible for not applying the same diligenceas for its own affairs. If, in spite of a reminder, Supplierrefuses acceptance of the returned goods, Schüco
shall be entitled to have the goods stored at Supplier‘scosts at a forwarding agent‘s facility.
6.6 Supplier agrees to hold Schüco harmless of any
third party claims in conjunction with the Product
Liability Act, the Extended Manufacturer‘s Liability
and/or other applicable regulations inasmuch as
the supplier is to be held accountable for the defectcausing the liability to arise.
6.7
Complementarytotheaforementionedstipulations, the legal regulations regarding theliability for defects shall apply.
7. General Liability for Damages
In cases of liability for damages which do not result
from faulty delivery/performance, the legal regulations
shall apply.
8. Invoices, Terms of Payment
8.1 It is understood that Supplier shall issue his
invoices in conformity with applicable legal provisions.
Unless otherwise agreed, the invoices are to be mailed
to Schüco‘s accounts payable department stating
Schüco purchase order number, Schüco productnumber, Schüco item number, Schüco supplier
number, invoiced quantities, unit prices and date ofpurchase order as well as the name of the ordering
Schüco employee. Invoices must not contain more than
20 items and must not accompany the consignment.
In case of shipments to different Schüco warehouses,
a separate invoice is to be issued for each shipping
address. Partial shipment / performance are to beidentified accordingly in the invoice.

8.2 Payments shall be effected only upon full receiptof the faultless goods and/or entirely faultless
performance and after receipt of a duly issued invoice.
Unless otherwise agreed, Schüco agrees to effectpayment within 30 days after delivery and receipt of
the original invoice less 3% discount or within 60 daysnet. Any delays resulting from incorrect or incomplete
invoices shall have no effect on the applicable discountperiods.
8.3 Any payments effected by Schüco shall not be
deemed to constitute the acceptance of a statement
or a delivered item. Upon payment of the purchaseprice, the goods shall pass into Schüco‘s property.
8.4 Schüco shall be entitled to exercise its legal rightsof retention without restriction of any kind. Schüco
shall without restriction be entitled to setoff within thelegally admissible scope.
8.5 Irrespective of his right of assignment according
to § 354 a HGB [German Commercial Code], Suppliershall not be entitled to assign his purchase price claim
without Schüco‘s prior consent. Schüco agrees not to
unreasonably withhold its consent.
9. Industrial Property Rights, Drawings, and other
Documentation
9.1 Schüco shall be entitled to safeguard its intellectualand industrial property rights to all drawings,
calculations, and other pertaining documents as may
have been transferred to Supplier. Such documents
may not be made available to any third party without
Schüco‘s express written consent. Such documents
are exclusively intended for manufacturing purposesin conjunction with a purchase order. After completionof the purchase order they are to be returned to
Schüco without further request and to be kept secretfrom any third party.
9.2 It is understood that Supplier is prepared torecognize any Schüco industrial property rights andpatents evidenced by the applicable documents.
9.3 Supplier agrees to keep in a safe place all goods
as may have been ordered by Schüco and whose
manufacture, modification or specific design he may
have started upon Schüco‘s request or in conformity
with Schüco‘s drawings or descriptions, irrespectiveof the question whether or not they are protectedby any industrial property rights, and not to supply
them to any third party without Schüco‘s prior writtenconsent.
9.4 Supplier further agrees to adhere to any of
the tolerances stated on Schüco drawings. Any
modification of such tolerances requires Schüco‘sprior written consent in each individual case. It is
understood that Schüco‘s approval of and/or thetransfer for use of drawings or other documents shallin no way relieve Supplier of his sole responsibility fordelivery.

10. Other Provisions
10.1 Place of performance for deliveries shall be
Bielefeld, Germany.
10.2 The exclusive place of jurisdiction for all disputes
arising from or in conjunction with any transactions
based on subject Purchase Conditions shall be
Bielefeld, Germany.
10.3 All relations between Schüco and its suppliershall be exclusively governed by the laws of the Federal
Republic of Germany. The application of the United
Nations Convention on Contracts for the International
Sale of Goods (CISG) shall be excluded.