GENERAL TERMS AND CONDITIONS
OF PURCHASE
Status: December 2022

1.
1.1

1.2

1.3

1.4

Scope of application; deviating terms and conditions; individual
agreements; form
These General Terms and Conditions of Purchase ("GTCP") apply
to all business relationships with our suppliers and service providers ("Seller"). "Buyer" or "we" within the meaning of these
GTCP is KARL MAYER (China) Ltd. and its affiliated companies.
The GTCP apply in particular to contracts for the purchase and/or
delivery of movable goods, digital products and/or goods withdigital elements ("Goods"), irrespective of whether the Seller
manufactures the Goods itself or purchases them from suppliers.
Unless otherwise agreed, the GTCP in the version valid at thetime of the Buyer's order shall also apply as a framework agreement for similar future contracts without us having to refer tothem again in each individual case.
These GTCP apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall only
become part of the contract if and to the extent that we have expressly consented to their application in writing. This requirement of consent shall apply in any case, for example even if we
accept the Seller's deliveries without reservation in theknowledge of the Seller's general terms and conditions. The execution of the order shall be deemed as acceptance of our GTCS
even if the Seller has confirmed our order with deviating terms
and conditions.
Individual agreements made with the Seller in individual cases(including ancillary agreements, supplements and amendments)
shall take precedence over these GTCP. Subject to proof to thecontrary, a written contract or our written confirmation shall beauthoritative for the content of such agreements.
Changes in the type or composition of the processed material orin the constructional design compared to previous deliveries andservices of the same type that affect our orders also require ourwritten consent and must be notified to us prior to the start ofproduction. We are not obliged to examine deliveries and services for similarity after receipt.

1.5

Legally relevant declarations and notifications by the Seller withregard to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g.
letter, e-mail, fax). Legal formal requirements and further proof,
in particular in case of doubts about the legitimacy of the person
making the declaration, shall remain unaffected. The correspondence - of whatever kind - shall be conducted separately for eachorder, stating our order number each time.

2.
2.1

Orders and delivery schedules; conclusion of contract
Our orders and call-offs constitute confirmations of our priorcontractual negotiations with the Seller.
The Seller shall respond to our orders and delivery schedules inwriting within a period of 10 days and provide an order confirmation with binding prices and delivery times or execute the order
or delivery schedule without reservation, in particular by dispatching the goods, provided that we have ordered/called for immediate delivery. If the Seller does not reject our order or our delivery call-off in writing within 10 days, our order or our delivery
call-off shall be deemed accepted.

2.2

3.
3.1

3.2

3.3

4.

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Information obligations, quality and scope of delivery
The Seller must obtain knowledge of our conditions of use andoperation. The Seller must check information provided by us, approved drawings, specifications and requirement specifications
for factual errors on his own responsibility.
If the Seller should determine that its delivery is incompatible
with our conditions of use and operation or a factual error pursuant to paragraph 1 sentence 2, it shall inform us thereof without
delay.
The scope of delivery also includes operating instructions andspare parts catalogues.
Industrial property rights; Confidential information; Processing/ mixing / combining; Means of production; gratuitous custody;
retention of title

4.1

4.2

4.3

4.4

4.5

4.6

4.7

Drawings, drafts, samples, manufacturing specifications, etc.,
which we have provided to the Seller for the purpose of submitting an offer or executing an order, shall remain our property andmay not be used for other purposes, reproduced or made accessible to third parties. There shall be no claim to remuneration
against us for offers, design work or other preparatory work by
the Seller.
The Seller undertakes to treat all information in connection withthe business relationship, in particular of a technical and economic nature, intentions, experience, knowledge, drafts and documents, including existing results, which become known to it
during the business relationship ("Confidential Information") asconfidential vis-à-vis third parties - even beyond the duration of
the business relationship - and not to make it accessible to third
parties, to protect it from access by third parties and not to makeit the subject of an application for its own property rights. Confidential information shall not, however, be information which was
already known to the Seller prior to its disclosure under this contract, which was independently developed or otherwise lawfully
obtained by the Seller or which is or becomes generally known
without breach of this contract. If the Seller breaches this confidentiality obligation, it shall pay a contractual penalty equivalent
to 20% of the value of the respective contract, unless the Seller is
not responsible for the breach of duty. The appropriateness ofthe contractual penalty shall be reviewed by the competent court
or arbitral tribunal in the event of a dispute. In the event thatdamages are claimed due to the breach of confidentiality, thecontractual penalty shall be offset against the claim for damages.
A processing, mixing or combination (further processing) of provided items by the Seller shall be carried out for us. The same
shall apply in the event of further processing of the goods supplied by us, so that we shall be deemed to be the manufacturer
and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions. The
items provided shall be adequately insured against fire, theft andwater damage as well as other forces of nature typical at the respective place of provision.
Items provided may only be used for our orders. In the event ofdepreciation, loss or rejects, the Seller shall provide compensation. The Seller shall store the new or remodelled goods for us
free of charge with the due care of a prudent businessman.
Models, matrices, templates, samples, tools and other means of
production which are paid for by us in full or in part shall become
our property to the extent of the payment. The Seller shall keep
and maintain for us, free of charge, production equipment towhich we have acquired title and shall insure it adequately, at its
own expense, against damage by fire, water and theft. At our request, models, matrices, templates, samples, tools and othermeans of production must be handed over to us free of charge at
any time.
Models, matrices, templates, samples, tools and other means of
production, as well as confidential data, trade secrets and Confidential Information (in particular pursuant to clause 4.2) which
we provide to the Seller or pay for in full, may only be used fordeliveries to third parties with our prior written consent.
The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. If, however, in individual cases and in deviation from this clause, we accept an offer by the Seller to transfer title conditional on payment of the purchase price, the Seller's retention of title shall expire at the latest upon payment of the purchase price for the
goods delivered. We shall remain authorised to resell the goodsin the ordinary course of business even before payment of thepurchase price, with advance assignment of the claim arising
therefrom. This excludes all other forms of retention of title, inparticular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.
5.
5.1

5.2

5.3

5.4
5.5

5.6

6.
6.1

6.2

6.3

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Prices; terms of payment; rights of set-off and retention; conditions of assignment
The price stated in the order is binding. The prices include delivery DDP (Incoterms® 2020) at the place of delivery named in theorder / in the delivery call-off, including unloading at the expense
and risk of the Seller, excluding statutory VAT.
Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. import and export costs, proper packaging, transport costs including any
transport and liability insurance).
The price stated in the order is due for payment within 14 days
with a 3% discount or within 30 days with a 2% discount on the
net amount from the date of complete delivery and performance(including any agreed acceptance) and receipt of a proper invoice. In the case of bank transfer, payment shall be deemed tohave been made on time if our transfer order is received by ourbank before expiry of the payment deadline; we shall not be responsible for processing times by the banks involved in the payment process. In the event of acceptance of early deliveries, thedue date shall be based on the originally agreed delivery date.
We do not owe any interest on arrears. The statutory provisions
shall apply to default in payment.
The Seller shall have no right of set-off or retention unless thecounterclaim has been legally established, is ready for decision oris undisputed.
Without our prior written consent, the Seller is not entitled to assign its claims against us or to have them collected by third parties.
Delivery; Packaging; Spare parts
Unless otherwise agreed, the Seller shall deliver DDP (Incoterms®
2020) at the place of delivery named in the order / in the delivery
call-off, including unloading at the Seller's expense and risk, andthe risk shall not pass to us, even if dispatch has been agreed, until all the Seller's obligations arising therefrom and from the orderand from these GTCP have been fulfilled.
Each delivery must be accompanied by a delivery note in which
the delivery is to be precisely broken down according to type,
quantity and weight. Delivery notes, waybills, invoices and all
correspondence must contain our order and item number as wellas material number and designation and, if applicable, object
designation. Data sheets, operating instructions, test certificates,
approvals and other documentation must always be enclosedwith the invoice or delivery note in the agreed formats and languages. The Seller shall also - without prejudice to clause 9.7 provide us with all documents required for export, import andtransit or transport. Failure to comply with the requirements set
out in this clause 6.2 shall entitle us to refuse to accept the goods
at the Seller's expense and risk.
The Seller is obliged to pack the deliveries or have them packed
in such a way that transport damage is avoided. Packaging materials shall only be used to the extent necessary to achieve thispurpose and as environmentally friendly as possible. If a delivery
contains different delivery items, this shall be specifically

6.4

7.
7.1

7.2

7.3

7.4

7.5

indicated. The different delivery items shall be packed individually and marked in such a way that they are clearly distinguishable from each other. The deliveries must be packed separately
according to storage type and storage area and marked accordingly. The Seller shall take back the packaging at his own expense. Our specifications on the type of packaging and labellingof the contents must be complied with.
If the Seller intends to discontinue the production of spare parts
for the goods delivered to us, it shall notify us of this in writing
without undue delay after the decision on the discontinuation.
This notification must be made at least twelve months before
production is discontinued. This will enable us to order spareparts in sufficient quantity for the products delivered to us before production is discontinued (last-order option).

7.6

7.7

Delivery Dates; Default; Withdrawal
The Seller is aware of the importance of adhering to the agreed
delivery dates. Agreed delivery dates are therefore binding on
the Seller, run from the date of issue of the order and can only bechanged with our written consent. If a delay in delivery occurs or
becomes apparent, we must be notified of this in writing, stating
the reasons and the expected duration of the delay. Neither the
notification nor silence in response to this notification shall constitute an acknowledgement of the new delivery date.
Premature deliveries, as well as partial deliveries or over- and/or
under-deliveries are not permitted, unless otherwise agreed - forexample for production-related reasons; we are entitled not to
accept and to return such deliveries or to store them until the delivery date with us or third parties at the expense and risk of theSeller.
The Seller may only plead force majeure if it is not responsible
for the event in question and had also taken appropriate precautions (selection and establishment of several suitable upstream suppliers, alternative production resources, etc.) which
do not take effect for unforeseeable reasons. Only objective impossibility can be considered as impossibility. The Seller cannot
object to disproportionate costs, unless force majeure exists inthe aforementioned sense. In the event that we are temporarily
or generally prevented from accepting or taking delivery of the
supplies and services and this is due to force majeure or impossibility (which may also be due to disproportionate costs on ourpart), we may invoke impossibility and withdraw from the contract. We shall then not provide any compensation.
The decisive factor for compliance with the delivery date is thefulfilment of all obligations by the Seller at the timely point intime.
If the Seller fails to perform within the agreed delivery period(unless the Seller is not responsible for the failure to perform) oris otherwise in default, the Seller shall be obliged,(a) compensate us for any damage caused by delay. This applies
in particular to consequential damages, such as loss of profit,
downtime costs, retooling costs, additional costs from coveringpurchases as well as increased costs for an accelerated shipping
method that become necessary due to missed deadlines causedby the delay;(b) pay a contractual penalty equivalent to 20% of the value ofthe respective contract, the appropriateness of which shall be reviewed by the competent court or arbitral tribunal in the event of
a dispute. In the event that damages are claimed due to thebreach of confidentiality, the contractual penalty shall be offset
against the claim for damages.

If the Seller fails to perform in due time, we may - after a periodof time to be determined by us (which is dispensable if the Seller
refuses to perform or if there is imminent danger or if setting aperiod of time is unreasonable for us) - withdraw from the contract (also for other related deliveries and services or other transactions in which there is no longer any interest). We reserve theright to assert further statutory rights.
We have the right to (partially) withdraw from the contract with
the Seller in the following situations - without prejudice to thestatutory provisions and clauses 7.3 and 7.6:(a) If a significant deterioration in the economic circumstances of
the Seller occurs, in particular if sustained seizures or other enforcement measures are taken against him or if judicial or extrajudicial insolvency proceedings are opened, in particular if theSeller has made a declaration. Our right of withdrawal is limited
to parts of the contract whose performance is affected by the
aforementioned events, for example because there is a threat of
the Seller's performance to us being contested.
(b) If the Seller breaches its duty of care in respect of items
owned by us (for example, items provided by us or transferred toour ownership under clause 4).
(c) In the event that our sales opportunities cease. Our right ofwithdrawal is limited here to goods not yet manufactured / ordered by the Seller for us. Goods shall be deemed to have been
manufactured / ordered for us within the framework of successive delivery contracts (for example in the case of quantity contracts, contracts with an extended call-off date for the Seller's
performance) at the earliest when we have initiated a corresponding call-off of the order in the individual case. The Seller
can prove that he has already manufactured / ordered the goods
for us by submitting suitable documents. The Seller undertakes
not to manufacture / order goods for us unnecessarily in stock,
but with the shortest possible time interval to the expected oragreed call-off of the order ("just-in-time production").
(d) The Seller hereby expressly acknowledges that as a company headquartered in Germany, we shall strictly abide by theprovisions of the German Supply Chain Due Diligence Act(“LkSG”) in supply chain management. If the Seller violates provisions of LkSG, we will be entitled to (partially) withdraw fromthe contract with the Seller. Furthermore, we are free to temporarily suspend the business relationship.

8.

Document submission requirement
The Seller shall grant us, or a person commissioned by us andbound to secrecy vis-à-vis third parties, access to the relevantbooks or other documents / files during normal business hours
for the purpose of enabling us to monitor compliance with theagreed just-in-time production. We will not exercise these inspection rights more frequently than annually, unless the behaviour of the Seller gives cause for a more frequent inspection.

9.

Area of application; Legal product requirements; Obligation toprovide evidence; Foreign trade obligations; Supply chain
Our products are used worldwide, in particular also in Asia. The
Seller is responsible for the marketability of the goods in the corresponding area of use. He must comply with the relevant regulatory and statutory provisions in the version applicable at the timeof delivery. In particular, he shall present the goods in such a waythat it is possible for us to manufacture marketable products
from the goods in accordance with the regulatory provisions. We
shall inform the Seller about the intended use of the goods.

9.1

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9.2

9.3

9.4

9.5

9.6

9.7

The Seller is - to the extent permitted by law and not otherwise
agreed between the contracting parties - the manufacturer ofthe goods within the meaning of the relevant standards and laws.
Without prejudice to clause 9.1, the Seller shall in particular beresponsible for ensuring that the delivered goods, including custom-made products, as well as their packaging, comply with therelevant statutory provisions, including all standards required for
CE marking, the safety recommendations and relevant rules andregulations of the competent professional bodies or trade associations (VDE, DIN, TÜV etc.) and the employers' liability insurance
association (UVV) as well as the trade supervisory office and thecurrent state of the art as well as DIN, EN, ISO, VDE, VDI, CCC or
equivalent) and the employers' liability insurance association(UVV) as well as the trade supervisory office and the current
state of the art as well as DIN, EN, ISO, VDE, VDI, CCC or equivalent standards and industry standards. The protective devices required according to the accident prevention regulations as wellas any instructions of the manufacturer shall be supplied.
Without prejudice to clause 9.1, the Seller shall affix to theGoods, including custom-made products, and their packaging,the (product) markings (such as CE marking, WEEE marking) required by law, as well as batch numbers, warnings and care instructions. If, due to the complexity of the goods or for other reasons, certain rules must be observed when using, supplementing
or maintaining the goods in order to ensure the protection of thesafety and health of persons, the Seller must also enclose appropriate instructions for use.
Without prejudice to clause 9.1, the Seller shall observe the provisions of the law on materials, chemicals, environmental protection, safety, accident prevention and occupational health andsafety applicable at the time of delivery when delivering andmanufacturing the goods. In particular, the Seller warrants that it
has not made or will not make any benefits to our employees inconnection with our order, including its initiation and the business relationship resulting therefrom. The Seller undertakes not
to use any companies as sub-suppliers which use child labour or
tolerate forced labour for the manufacture of products. If necessary, the Seller shall supply the necessary accompanying documents (safety data sheets, etc.) at his own expense.
The Seller shall prove compliance with the requirements definedin the above clauses for the goods in particular by means of test
reports and/or marketability certificates from independent andaccredited testing institutes at its own expense, unless we exceptionally waive such proof in writing or such proof is disproportionate in relation to the production costs as a whole.
The Seller shall provide all relevant customs and export control
data (cf. clause 6.2) at its own expense. In particular and to theextent relevant or necessary for the relevant customs or export
procedure, Seller undertakes to provide the following customs
and export control data:(a) Country of origin,(b) Customs tariff number (statistical commodity code),(c) Export list number (AL number) according to the German export list or the version of the Dual-Use Regulation valid at thetime of delivery (as of August 2022: VO(EU)2021/821) or its successor,(d) Export Control Classification Number (ECCN) according to the
US Export Administration Regulations (US EAR),(e) Information on US origin, also for individual parts/components of the material supplied,(f) information on preference and preferential origin, and(g) Markings of other national export regulations.

9.8

The Seller shall include the data defined in clause 9.7 on all delivery documents (such as packing slips and delivery notes), quotations and delivery contracts. Alternatively, the Seller may provide
a supplier confirmation for all materials supplied by it or a blanket declaration.
9.9 As previously agreed, The Seller undertakes to comprehensively
comply with, implement and document the requirements of the
LkSG. This applies in particular to the Seller's own business area
as well as with regard to any direct and indirect suppliers in accordance with the regulations standardised in the LkSG.
9.10 Within the scope of its legal possibilities, the Seller shall ensurethat its sub-suppliers comprehensively comply with and implement the requirements of the LkSG.
10. Securing property
10.1 We reserve the ownership and any rights of use under applicablelaw to orders placed by us, orders as well as drawings, illustrations, calculations, descriptions and other documents made available to the Seller. The Seller may not make them available tothird parties or use or reproduce them himself or through third
parties without our express consent. He shall return these documents to us in full at our request if they are no longer required byhim in the ordinary course of business or if negotiations do notlead to the conclusion of a contract. In this case, copies made by
the Seller must be destroyed.
10.2 Manufacturing equipment, tools, devices and models which we
make available to the Seller or which are manufactured for contractual purposes and are charged separately exclusively to us by
the Seller shall remain our property or shall become our property. They shall be identified by the Seller as our property andshall only be used for the purposes of the contract concluded
with us.
10.3 The items referred to in clause 10.2 shall be carefully stored andmaintained by the Seller and insured against damage of any kind.
This includes the obligation to insure the said items in a suitablemanner, to keep them in a usable condition, and in particular tohandle, maintain and care for them in a proper and professionalmanner. This shall be carried out without delay and, if possible,
in such a way that the aforementioned items are always readyfor use without restriction.
10.4 The Seller shall consult with us immediately before taking any
measures under clause 10.3 which give rise to costs. The costs ofthe contractual partner measures required under clause 10.3 andconfirmed after consultation shall be borne by both contractual
partners - in the absence of an agreement to the contrary - inequal parts. However, insofar as these costs are attributable todefects in such items manufactured by the Seller or to improper
use as well as other fault on the part of the Seller, its employees
or other vicarious agents, they shall be borne solely by the Seller.
10.5 The Seller shall notify us immediately of any damage to the items
referred to in clause 10.2 that is not merely insignificant. This
also applies in the event that these items have become completely or partially unusable due to normal wear and tear, for example, or major repairs are due. They will then reach an amicable
solution on how to proceed.
10.6 Upon request, the Seller shall be obliged to return the items referred to in clause 10.2 to us in proper condition if they are nolonger required by it for the performance of the contracts concluded with us.
11.

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Defective delivery / service; quality inspection; complaints; supplementary performance; compensation and withdrawal

11.1 The statutory provisions shall apply to our rights in the event ofmaterial defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective
assembly, operating or operating instructions) and in the eventof other breaches of duty by the Seller, unless otherwise stipulated below.
11.2 In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed
quality at the time of the transfer of risk to us. In any case, those
product descriptions which - in particular by designation or reference in our order - are the subject matter of the respective contract or have been included in the contract in the same way asthese GTCP shall be deemed to be an agreement on the quality.
In particular, the drawing number with the technical amendment
status ("index") is indicated in our orders. The Seller is obliged tocheck the drawings available to him for conformity with thechange index specified in the order.
11.3 The goods must comply with the specifications, drawings andother information stated in the order and shall be inspected by
the Seller prior to dispatch.
11.4 We are not obliged to make special enquiries about any defects
at the time of conclusion of the contract or to examine thegoods. To the maximum extent permitted by law, we are therefore also entitled without restriction to claims for defects even if
the defect remained unknown to us at the time of conclusion of
the contract due to gross negligence.
11.5 The statutory provisions of the Civil Code shall apply to the commercial obligation to inspect and give notice of defects with thefollowing provisos: We shall inspect the delivered goods. However, our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g.
transport damage, wrong and short delivery) or which are recognisable during our quality control in the random sampling procedure. Notwithstanding our other claims in the event of deviationof the goods from the agreed quality, we shall have the right toreturn the goods in full or to subject the goods to a full inspection at the expense and risk of the Seller. Defects or deviations
which lie outside the agreed quality shall lead to rejection of thedelivery.
11.6 Inspection of and complaints about the delivered goods do nothave to be made immediately, but within a reasonable period oftime due to testing procedures that may become necessary insome cases and if the both parties have not agreed on the inspection period. Payment does not imply acceptance of the delivery as being in conformity with the contract, free of defects or
faults.
11.7 Insofar as acceptance has been agreed, there shall be no obligation to inspect. Otherwise, it depends on the extent to which an
inspection is feasible in the ordinary course of business, taking
into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to examine, our complaint (notice of defect) shall be deemed to have been made without delay
and in good time if it is sent within 14 calendar days of discovery
or, in the case of obvious defects, of delivery.
11.8 If we have installed the defective item in another item or attached it to another item in accordance with its type and intended use, the Seller shall be obliged, within the scope of subsequent performance, to reimburse us for the necessary expenses
for removing the defective item and installing or attaching the repaired or delivered defect-free item. The expenses required forthe purpose of inspection and subsequent performance shall beborne by the Seller even if it turns out that there was actually no
defect. Our liability for damages in the event of an unjustified request to remedy a defect shall remain unaffected; in this respect,however, we shall only be liable if we recognised or were grossly
negligent in not recognising that there was no defect.
11.9 Without prejudice to our statutory rights and the provisions inclause 11.6, the following shall apply: If the Seller fails to fulfil its
obligation of subsequent performance - at our discretion by remedying the defect (subsequent improvement) or by delivering an
item free of defects (replacement delivery) - within a reasonable
period of time set by us, we may remedy the defect ourselvesand demand reimbursement of the expenses required for thisfrom the Seller or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for
us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), no deadline
need be set; we shall inform the Seller of such circumstances
without delay, if possible in advance.
11.10 In the event of a material defect or defect of title, we shall otherwise be entitled to reduce the purchase price or to withdraw
from the contract in accordance with the statutory provisions. In
addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.
12. Product and producer liability
12.1 If the Seller is responsible for product damage (e.g. because theend product manufactured by us was defective due to a productdefect of the Seller), the Seller shall indemnify us against claimsof third parties to the extent that the cause lies within the Seller's
sphere of control and organisation and the Seller itself is liable inrelation to third parties.
12.2 Within the scope of its indemnification obligation, the Seller shall
reimburse expenses arising from or in connection with a claim by
third parties including recall actions carried out by us. We shallinform the Seller about the content and scope of recall measures- insofar as this is possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.
12.3 Seller shall take out and maintain an extended product liability
insurance with a lump sum coverage of at least EUR 5 million or
the equivalent value per personal injury / property damage.
13. Liability for third party property rights
13.1 The Seller warrants that the goods delivered by it do not infringe
any third party intellectual property rights in countries of the European Union, in China and in any other countries in which it
manufactures the goods or has them manufactured.
13.2 The Seller is obliged to indemnify us against all claims made by
third parties against us due to the infringement of industrial
property rights referred to in clause 13.1 and to reimburse us for
all necessary expenses in connection with this claim. This claim
shall not exist insofar as the Seller proves that it is neither responsible for the infringement of industrial property rights nor
should have been aware of the infringement at the time of delivery if it had exercised due commercial care.
14. Limitation
14.1 The mutual claims of the contracting parties shall become statute-barred in accordance with the statutory provisions.
15.

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Applicable Law; Place of Jurisdiction; Severability Clause15.1 These GTCP, the contractual relationship between us and theSeller, and each individual order shall be governed by the laws of
the People’s Republic of China, excluding the UN Convention on
Contracts for the International Sale of Goods and the conflict oflaws rules.
15.2 Place of jurisdiction for all disputes arising from and in connection with the contract with the Seller incorporated in China or
domiciled in China shall be People’s Court where KARL MAYER locates, Wujin People’s Court, Changzhou, China. Apart from that,the place of jurisdiction shall comply with the law.
15.3 If the Seller is domiciled outside the territory of the People’s Republic of China (for purpose of the contract, the Hong Kong Special Administrative Region (HKSAR), the Macao Special Administrative Region (MSAR) and Taiwan region not included), it isagreed that all disputes arising out of or in connection with thepresent contract shall be submitted to the Shanghai International
Arbitration Center (“SHIAC”) for arbitration conducted in accordance with the rules and procedures of SHIAC in force at the timeof arbitration. The place of arbitration shall be Shanghai. The language of the arbitration shall be English. The arbitration award
shall be final and binding upon both parties.
15.4 If one or more of the above provisions should be or become invalid in whole or in part, this shall not affect the validity of theother provisions, which shall remain agreed. The ineffective provision shall rather be replaced by an effective one which corresponds as closely as possible to the intended economic purpose.
The same shall apply if a loophole in need of supplementationarises during the performance of the contract.

Note: Since any transaction contract between us and any
Seller is fully negotiated by both parties, and individual
agreements made with us in individual cases (including
ancillary agreements, supplements and amendments)
will take precedence, these GTCP shall not be deemed as
standard terms in the legal sense. Even so, we strongly
recommend the Seller to peruse the parts in black font inthese GTCP and to be aware of the related risks.

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