General Terms and Conditions of Purchase of Kuraray Europe GmbH
1. Scope
All current and future goods supply and service provisionagreement shall be governed solely by these General Terms andConditions.
These General Terms and Conditions shall apply exclusively;
terms and conditions used by the Supplier which conflict with ordeviate from these General Terms and Conditions shall not be
acknowledged by us.
All agreements entered into between us and the Supplier shall be
set out in the agreement in writing or via fax or e-mail.
The statutory provisions applicable in individual cases, theINCOTERMS of the International Chamber of Commerce in Parisand the Uniform Customs and Practice for Documentary Credits(UCP), as amended, shall apply in addition to these General Termsand Conditions.
2. Order and Contract Formation
Unless otherwise agreed, we shall be bound only by such orders as
we have submitted in writing, via fax or via e-mail.
The Supplier shall indicate any acceptance which conflicts ordeviates from our order expressly in writing, via fax or via e-mail.
In such cases, the individual agreement shall not be formed until
we give our consent in writing or via fax or e-mail.
3. Prices, Invoices, Payment, set-off, retention
Unless expressly agreed to the contrary, prices are fixed prices,including, without limitation, packing, freight charges, tax(including VAT) and other related cost or expenses. Unlessotherwise agreed, delivery shall be free domicile.
Invoices are to be made out in the currency as stated in thecorresponding order.
We are entitled to set-off or to exertion of rights of retention to theextent foreseen by statutory law.
The Supplier is entitled to set-off in case of undisputed oradjudicated claims. Exertion of rights of retention according
section 273 German Civil Code (“BGB”) is excluded.
4. Delivery Date and Contractual Disturbances
The delivery or performance time indicated in our orders shall bebinding (time is of the essence). If the Supplier is unable to state abinding date of delivery or performance, it shall specify an earliest
and a latest date. If no date was agreed, the Supplier is required tomake the goods available to us in good time, after due allowancefor the usual loading and transport times.
The timeliness of performance shall be judged by the arrival timeof the goods or the time of performance at the place of performance(See Section 14, subsection 4).
The Supplier is obliged to notify us in writing or via fax or e-mailwithout delay if circumstances which render a timely delivery or
performance impossible occur or are likely to occur.
We are entitled to assert the statutory claims in the event of delayeddelivery or performance.

All cases of force majeure shall relieve the party affected therebyof its obligation to supply or accept the goods, performance orservice, as the case may be, for the duration and to the extent of its
effect. If delivery or acceptance is delayed by more than 1 monthdue to force majeure, either party, to the exclusion of all further
claims, may withdraw from the agreement in respect to thequantities affected by such delay. However, the Supplier shall
distribute all stocks remaining in his possession among its
customers in proportion to the quantity of the ordered goods.
5. Transfer of Risk
The transfer of risk shall depend on the agreed terms and conditionsof delivery or performance. If no agreement was made, the risk
shall pass to us upon delivery to or performance at the place ofperformance (s. Section 14, subsection 4).
In the case of machinery and technical equipment, risk shall not
pass to us until functional testing has been performed and thepositive nature of such testing has been confirmed in writing or via
fax or e-mail.
6. Warranties, time limitation
We shall be released from the obligation to carry out an immediate
inspection upon receipt if the obligation of the Supplier is goods
supply except if such defects are obvious and immediatelydetectable upon a mere visual inspection.
We shall be obligated to inspect the goods within a reasonable
period of time for deviations as to quality and quantity. The
notification of a defect shall be deemed to have been submitted ingood time if it is received by the Supplier within a period of 3
weeks from receipt of the goods or, for hidden defects, from theirdetection.
We are entitled to the full statutory claims on account of defects;
in any event, we shall have the right to request our choice that theSupplier either rectify the defect or supply a new object. We
expressly reserves the right to claim damages, in particulardamages in lieu of performance.
Should the Supplier fail to fulfil its obligation to properly rectify
the defect or provide replacement – except if it is justified inrefusing such rectification or replacement – or if the Supplierearnestly and finally refuses rectifications or replacement, or if
rectification or replacement has failed, or if downtimes are to beexpected, or if the elimination of the defect does not for otherreasons tolerate being delayed, we shall have the right to eliminate
the defect by ourselves, at the Supplier’s cost and risk, or to assign
a third party with the elimination of the defect and to request that
the Supplier reimburse the necessary expenses. In addition to theabove, the statutory provisions shall apply. Any other rights which
we may hold due to liability for defects or due to warranties shallremain unaffected.
The limitation period shall be 36 months, unless a longer term
applies by law, calculated from the date of passing of the risk,
except if the mandatory provisions in section 478, 479 of the BGBapply.
7. Industrial Property Rights

The Supplier warrants that, if the ordered goods are used asintended, no third-party rights will be infringed.

to us immediately on request. Retention may be exerted
exclusively according section 320 German Civil Code (“BGB”).

If a third party makes claims against us on account thereof, theSupplier is obliged to indemnify us from such claims on firstwritten demand. The Supplier's obligation to indemnify applies toany and all expenses that we necessarily incur as a result of, or inconnection with, claims made against us by a third party. This
indemnification requirement does not apply if the Supplier canprove that it was neither responsible for the infringement of theproperty right nor ought to have been aware of it if it had exercisedbusiness diligence at the time of delivery or performance.

Where the collaterals to which we are entitled pursuant to Section
9 subsection (1) and/or subsection (2) exceed the price of all our as
yet unpaid goods subject to retention of title by more than 10%, weare obliged, at the Supplier's request, to release the collaterals atour option.

The period of limitation lasts 36 months after delivery or – if agreed– acceptance.
8. Product Liability
Where the Supplier is responsible for product damage, it is obliged
to indemnify us, on first demand, from any third-party claims fordamages, including the necessary costs of defending against suchclaims, unless the cause of damage is not within its sphere ofcontrol and organization.
Unless otherwise agreed, the Supplier is obliged to maintainproduct liability insurance with lump-sum cover of EUR 10 million
per event for personal injury/material damage for the duration ofthe agreement; this shall not affect any further claims for damages
to which we may be entitled.
9. Retention of Title, Provision of Material, Tools and Molds
We retain title to any parts that we provide for the Supplier. Anyprocessing or alteration carried out by the Supplier shall be
undertaken on our behalf. If our goods subject to retention of title
are processed with other objects that do not belong to us, weacquire joint ownership of the new item in proportion to theobjective value of our item (purchase price plus VAT) in relation
to the other processed objects at the time of processing.
If the item provided by us is inseparably combined with otherobjects that do not belong to us, we acquire joint ownership of thenew item in proportion to the value of the item subject to retentionof title (purchase price plus VAT) in relation to the other combined
objects at the time they are combined. If the combination is suchthat the Supplier's item must be regarded as the main item, it shallbe deemed to have been agreed that the Supplier will transfer
proportional joint ownership to us; the Supplier shall preserve thesole or joint ownership for us.
We retain title to molds, tools and print models etc.; the Supplier isobliged to use the molds, tools and print models solely for themanufacture of the goods ordered by us. Molds, tools, print
templates etc. charged to us shall become our property upon
payment, shall be held in safe custody for us by the Supplier
without charge and surrendered to us on request. The Supplier isobliged to insure the molds, tools, print templates etc. that belong
to us, at its own expense, at replacement value against fire, water
damage and theft. At the same time, the Supplier hereby assigns tous any compensation claims arising from said insurance; we hereby
accept the assignment. The Supplier is obliged to carry out any
servicing and inspection work as well as any maintenance andrepair work required on our molds, tools and print models etc. in atimely manner at its expense. It shall immediately notify us of any
faults; if it culpably fails to do so, this shall not affect claims fordamages. Molds, tools and print models etc. are to be handed over

10. Confidentiality, Design Documents, Specifications
The Supplier is obliged to observe strict confidentiality with regard
to any commercial or technical information, including without
limitation, specifications, drawings, samples or other related
documents (“Information”) that it has received from us. Such
Information remains our property, may be used only for thepurpose of the order and may be disclosed to third parties only with
our express consent. The Supplier may disclose Information only
to such employees who need to know Information in accordancewith the purpose of the order. The confidentiality obligation shallalso apply after execution of the agreement for seven years
beginning with the disclosure of Information; it shall expire if, andto the extent that, Information has entered the public domain.
The Supplier shall, on request, submit plans, design drawings,
technical calculations etc. relating to the delivery item to us forapproval and, once we have determined their accuracy, makeavailable to us such data storage devices or master prints as we may
require for normal use or repair work, if an ordered item ismanufactured on our request.
Furthermore, the Supplier shall provide us, on request, with sparepart drawings for the main spare parts with adequate information
for us to procure such spare parts. Approval of such plans, design
drawings, calculations etc. shall not affect the Supplier's liability
for defects.
We reserve ownership rights and copyrights to illustrations,drawings, calculations and other documents; they must not bemade accessible to third parties without our express written consent.
11. Product or Process Changes
Supplier with which we have a regular business relationship shallbe obliged to notify us in good time in writing if they intend toimplement changes to goods or processes (including, but notlimited to, changes in raw material qualities or sources) oralterations to analytical methods with regard to goods that we order.
The Supplier shall be obliged to provide spare parts for goods
supplied to us for a reasonable period, which shall, however, be aminimum of ten years following delivery.
If the Supplier intends to cease production of spare parts for goods
supplied to us, it shall notify us thereof immediately upon its
decision to stop production. This shall not affect the obligation
arising from the foregoing paragraph.
12. Environmental Protection, Occupational Safety, Accident
Prevention and Safety
The Supplier is obliged;a) to comply with relevant legal provisions and rules with regard
to environmental protection, occupational safety, accident
prevention as well as transport and plant safety; andb) to maintain an effective management system in the specified
areas and make corresponding evidence available to us on requestor grant us access.
13. Compliance
The Supplier and its affiliates (including any of its officers,directors, employees or other persons acting on its behalf) shallconduct its businesses in compliance in all material respects with
anti-corruption provisions in German criminal law, the UnitedStates Foreign Corrupt Practices Act of 1977, the UK Bribery Act
2010, and other similar anti-corruption legislation in otherjurisdictions to the extent applicable to, and binding on, theSupplier and shall maintain policies and procedures designed topromote and achieve compliance in all material respects with suchlaws.
The Supplier undertakes, on behalf of all its employees,representatives and affiliates, to conduct its activity in compliancewith laws on competition and to take any precautionary measures
to avoid any anti-competitive practices or conduct. In particular,
without limitation, the Supplier undertakes not to participate incartels fixing prices, agreements on quotas, production or sales and,more generally, any unfair practices which impede freecompetition or restrict access by unlawful means.
The Supplier guarantees that all staff employed are at least paid thestatutory minimum wage. The Supplier shall implement measures
to ensure that its subcontractors also fulfill that obligation.
14. General Provisions
In the event that any of the provisions of these General Terms andConditions proves to be invalid or illegal, that will not in any way
affect, impair or invalidate any other provision, and all otherprovisions of these General Terms and Conditions will be in fullforce and effect.
The law of the Federal Republic of Germany shall apply
exclusively. Application of the United Nations Convention onContracts for the International Sale of Goods is excluded.
Where the Supplier is a merchant, our business domicile shall bethe legal venue; however, we are also entitled to sue the Supplierat its court of domicile.
The place of performance for the Supplier's obligation to deliver or
perform shall be the point of receipt indicated in our order.

Please note:• We store and processes business-related personal data.
•We disclaim all rights and obligations accruing to us as acustomer under Article 29 2.1 of the General German
Forwarders’ Conditions. A transport insurance isprovided by us.

•Any references by the Supplier to business relationships
with us for advertising purposes, including display ofgoods manufactured for us, require our written consent.

Hattersheim am Main, Germany, August 2018