General Terms & Conditionsof Purchaseof IVOCLAR
1.

General remarks, subcontracting and legal regulations

These General Terms and Conditions of Purchase (“Terms and Conditions”) apply exclusively to allpurchases of goods, software and/or services («Deliverables») by the IVOCLAR Group company
designated in the order (referred to below as “IVOCLAR”). “Supplier” shall mean any person, firm orcompany to whom IVOCLAR’s purchase order is issued. These Terms and Conditions shall be included
in any future individual contract of purchase between IVOCLAR and Supplier. Upon Supplier’s
acceptance of a purchase order these Terms and Conditions shall be binding. Any different or
additional terms and conditions of Supplier are hereby expressly rejected and shall be of no effectnor in any circumstances binding on IVOCLAR. Where these General Terms and Conditions require a
communication to be in writing, e-mail, fax and other forms of written communication shall suffice.
Supplier may not subcontract any part of an IVOCLAR order to any third parties without the express
written agreement of IVOCLAR. The Supplier shall not be relieved of any of the Supplier›s obligations
under these Terms and Conditions by the appointment of a subcontractor. The Supplier shallremain primarily liable for the acts or omissions of any subcontractors it appoints.
2.

Purchase orders, prices, setoff rights, no exclusivity

Only written purchase orders issued by IVOCLAR are valid. Verbal or phone orders, as well as
additions, changes or different conditions, are recognized only if they have been confirmed inwriting by IVOCLAR. Unless expressly stated otherwise in a purchase order issued by IVOCLAR or awritten agreement signed by an authorized IVOCLAR representative, IVOCLAR is not committing toany exclusive arrangements with any Suppliers and is not committing to purchase any minimum or
maximum volumes. IVOCLAR may terminate its purchase order in whole or in part upon written or
electronic notice to Suppliers at any time prior to the delivery of the Deliverables. Upon such
notification, Supplier shall immediately stop all work and/or shipment of goods and cause its
suppliers and/or subcontractors to cease their work against the purchase order and protect
property in Supplier’s or subcontractors’ possession for which IVOCLAR has or may require aninterest. In the event of the termination of an order for custom products (i.e. products created orcustomized by Supplier at IVOCLAR’s request to meet IVOCLAR’s specific needs or specifications),
IVOCLAR shall only pay the actual direct unavoidable costs incurred up to the time of termination
which are properly allocable to, and arise directly from, this termination less salvage value, provided
recognized accounting practices and principles are used and consistently applied. Suppliers shallnot be entitled to any anticipatory profits with respect to the terminated portion. In no event shalltermination charges exceed the price agreed for the terminated items nor shall IVOCLAR be liable
for incidental or consequential liabilities. Supplier shall submit any termination claim to IVOCLAR
within thirty (30) calendar days after a termination notice. No payment will be due for terminationsof purchase orders for standard products (i.e. products of Suppliers’ standard offering to themarket). To the extent VAT or other sales tax applies to the purchase of Deliverables by IVOCLAR
from Supplier, Supplier’s invoice shall state separately the amount of applicable VAT or other sales
tax, compliant with applicable regulations and IVOCLAR specific requirements communicated toSupplier. All offers, visits, services and drafting of documents relating to the preparation of offers
will be free of charge. IVOCLAR shall be entitled to set off the amount owing at any time from
Supplier to IVOCLAR (or any of IVOCLAR’s affiliated companies) against any amount payable atany time by IVOCLAR in connection with the purchase.
3.

DeliveryTransportation is subject to the conditions stipulated in the purchase order. Supplier is responsible
for proper packing and labeling of products and packaging. The delivery term shall be set out in thepurchase order according to INCOTERMS® 2020, in case the delivery term is not set out in thepurchase order or any agreement, DDP INCOTERMS® 2020 will apply. Risk and title is deemedtransferred when the ordered goods arrive at IVOCLAR’s premises or such other place of delivery
indicated in the purchase order. Unless contrary instructions are given in writing to Supplier,transport insurance is the responsibility of Supplier. Deliverables must arrive at / be provided to
IVOCLAR on the agreed delivery date. If Supplier has reason(s) to believe that timely delivery ispartly or completely unlikely, Supplier shall immediately inform IVOCLAR by indicating the reason(s)and the estimated length of the delay. In case of delay Supplier shall, at its own cost, choose themost expedient means of transport or delivery. Partial or advance deliveries are only permitted withthe express written agreement of IVOCLAR. IVOCLAR has the right to inspect and reject (if notcompliant) all received goods. If appropriate IVOCLAR shall check deliveries within a reasonable
time period and notify Supplier of any patent deficiency. No inspection, tests, approval, design
approval, or acceptance of the Deliverables relieves Supplier from responsibility for warranty, latent
defects, fraud, or negligence. Payment by IVOCLAR does not constitute a waiver of a possible
complaint. If Supplier fails for any reason whatsoever to effect delivery on the agreed delivery date,
IVOCLAR may claim damages to the amount of 1 % of the net price of the goods per calendar day,up to a maximum of 10% of the price of the late Deliverables and /or cancel the order without any
payment being due. This is without prejudice to any further legal claims. Deliveries in excess or
short of the ordered quantity may only be made with IVOCLAR’s express written agreement. If anexcess amount has been delivered, IVOCLAR has the right to return the unordered excess amountat the Supplier’s cost without warning and/or to charge Supplier for all additional costs (e.g.
storage).
4.

Warranty

Supplier warrants and guarantees that the Deliverables are free of deficiencies which might affecttheir value or fitness for the intended use, are free of design or other defects, have the promised
characteristics and meet the stipulated performance and specification requirements. Supplier
guarantees that services will be timely, expertly and properly performed, by highly qualified
personnel with a high standard of care. Supplier guarantees the performance of services in linewith the agreed service levels without interruption. Supplier is not entitled to suspend any services

for any reason. Services will be provided at the agreed locations only. Service locations may not bechanged without IVOCLAR›s prior consent. Supplier warrants to promptly repair any deficiencies inthe Deliverables or to deliver replacements satisfactory to IVOCLAR, in each case free of charge, at
IVOCLAR›s choice and at Supplier’s risk. In urgent cases, or if Supplier is tardy, IVOCLAR shall beentitled at its option to have the defects repaired or to replace the defective Deliverables, in eithercase at Supplier›s cost. IVOCLAR shall in its sole discretion, at Supplier’s cost, be entitled to recallsuch Deliverables that may have the potential to cause danger to the assets of third parties, humanhealth or safety of life. IVOCLAR shall be entitled to have defective services re-performed any timeafter IVOCLAR discovers such defects in the performance of services. Supplier›s guarantees shallalso extend to parts and Deliverables manufactured or provided by subcontractors, unless expressly
agreed upon in writing to the contrary and alternative claims against the subcontractors areavailable to IVOCLAR. Unless expressly agreed otherwise in writing, the guarantee period forequipment and hardware shall be twenty-four (24) months and twelve (12) months for services.
The guarantee period begins upon acceptance of the Deliverables by IVOCLAR. Replacements andrepaired items shall also be covered by the same guarantee as the delivered goods.
5.

Invoices and payment

Invoices must be submitted to IVOCLAR with proof of origin and with the IVOCLAR order number,according to applicable regulations. Unless otherwise agreed, payment shall be due within 60 days
after receipt of the invoice, but no sooner than 60 days after the Deliverables have been received
or accepted respectively. Assignment of accounts receivable to third parties shall not berecognized unless expressly agreed to in writing by IVOCLAR.
6.

Tools and materials

Tools, dies or other material provided to Supplier by IVOCLAR, or which have been paid for in part orin full by IVOCLAR, shall not be used to execute the orders of third parties or for any other purpose
without the express written agreement of IVOCLAR. Such tools, dies and material shall be clearlymarked as property of IVOCLAR and they shall be suitably stored, maintained and insured by
Supplier. They remain the property of IVOCLAR, and their return can be requested by IVOCLAR
at any time.
7.

Technical data and confidentiality

All information, data, specifications and drawings provided by IVOCLAR to Supplier for the purposeof providing the relevant Deliverables prior to or subsequent to the formation of the contract(“IVOCLAR Information”), may only be used by Supplier as necessary for executing his obligations
under the contract. Supplier may not use IVOCLAR information for any other purposes, including
copying IVOCLAR products, be-it for itself or for others. Supplier may not copy, disclose or make any
such information available to third parties. IVOCLAR’s provision of information to Supplier shall not
be deemed to transfer any proprietary rights in such information to Supplier, and all rights remain
with IVOCLAR. Upon demand, all documentation including all parts and reproductions thereof shallimmediately be returned to IVOCLAR. Supplier shall consider the purchase order itself, as well as any
related work and deliveries, as trade secrets and shall therefore treat them confidentially. Suppliershall not advertise or publish the fact that IVOCLAR has contracted to purchase goods or services
from IVOCLAR, nor shall any information relating to the order be disclosed without IVOCLAR’s
written permission.
8.

Intellectual property rights

Supplier shall ensure that the delivery and use of the Deliverables do not infringe a patent, design,
copyright or any other rights of third parties and any restrictions must be communicated to
IVOCLAR before an order is placed, latest however upon order confirmation. Supplier agrees that
any information, drawings, know-how, specifications, designs, concepts, techniques, developments,
inventions, technologies and other work products generated or developed in the course of work
performed under the Agreement by Supplier and any intellectual property and other proprietary
rights therein or thereto shall vest in IVOCLAR. Supplier assigns or shall cause to be assigned to
IVOCLAR all right, title and interest to any and all such items and rights and to do everythingnecessary to perfect such rights and to protect IVOCLAR’s interest therein. Supplier shall inform any
third parties who might seek recourse thereon of IVOCLAR’s proprietary rights; Supplier shallimmediately inform IVOCLAR of such an event. Supplier shall indemnify, defend and hold IVOCLAR
harmless from and against any and all penalties, fines, costs, losses and liability incurred by IVOCLAR
related to any claims for actual or alleged infringement related to the Deliverables. This provision
shall not apply to purchase orders for items entirely designed by IVOCLAR. All rights, title andinterest to any analyses, planning and design documents, knowledge, idea’s, creations,programming material (software in source code and object code), inventions, copy rights or otherintellectual property, including associated documentation, reports and drawings, whether
patentable or not, resulting from any discussions between the parties in the framework of a
possible relationship or order or from any development or other activities (i) conducted by or withthe cooperation of IVOCLAR, (ii) conducted by Supplier based, in whole or are part, on IVOCLAR’s
instructions, IVOCLAR’s specifications, any information provided by IVOCLAR or (iii) ordered by and/or (directly or indirectly) paid for by IVOCLAR, as well as any data, information, or reports generated
through IVOCLAR’s use of the Deliverables (the “Results”), shall belong fully and exclusively to
IVOCLAR. The Results may only be used by Supplier as necessary for executing his obligations under
the contract. Supplier may not use the Results for any other purposes, be-it for itself or for others,
and must keep them confidential. Supplier shall not supply any Deliverables based on IVOCLAR’s
design or customized for IVOCLAR to any third parties and Supplier shall indemnify, defend and hold
IVOCLAR harmless against any claims, costs, losses or liabilities incurred by IVOCLAR as a result ofSupplier’s breach hereof.

General Terms & Conditions of Purchase of IVOCLAR

9.

SoftwareDelivery of software occurs when the software is made available to IVOCLAR, the software
documentation and all necessary information to install and activate the software (including keys
and entitlement documentation) is provided, and the software is ready for installation oroperational use. If software installation is part of the order, delivery shall have occurred only when
the software has passed the formal acceptance test, (such acceptance test being an integral partof the installation service), or, in the absence thereof, if the software is installed and ready for theintended use, fulfilling the agreed specifications. Unless expressly agreed otherwise in writing,
Supplier grants IVOCLAR a worldwide, irrevocable, transferable, sub-licensable, non-exclusive,royalty-free license to use the software. IVOCLAR will not be bound by license terms of any third
party, which have not been explicitly mentioned in the software documentation or otherwise
informed to IVOCLAR in writing. Supplier guarantees that software possesses all material functions
and features described in, and performs in accordance with, the software documentation. Supplier
guarantees that software has been developed in accordance with the professional standards of theindustry and it does not contain any code or functionality that would allow unauthorized access,use, removal, manipulation or destruction of systems, data or software, such as spyware, trap doors,
time bombs or disabling devices. Unless otherwise agreed in writing the guarantee period forembedded software shall be the same as the guarantee period for the goods in which it isembedded and the guarantee period for stand-alone software is 24 (twenty-four) months fromdelivery. Supplier will immediately provide updates free of charge for critical errors that relate tosecurity, functionality and usability of the software. Supplier shall provide maintenance and support
for any version or release of the software for at least 24 (twenty-four) months. All third-party
software components included in the software, including, but not limited to Open-Source Software,must be expressly identified in the software documentation and the respective license terms must
be provided. None of the software license terms may limit the intended commercial use of thesoftware or contain any obligations or conditions that may provide a legal right to any third party toaccess such software, or that could otherwise impose any limitation or condition on IVOCLAR’s use,
reproduction, modification, distribution or conveyance of such software (“Copyleft Effect”). Before
confirmation of the order, the Supplier shall provide IVOCLAR with the written confirmation statingthat under the normal use of Open-Source Software neither the Deliverables nor IVOCLAR products
shall be subject to a Copyleft Effect. Supplier shall indemnify, defend and hold IVOCLAR, its
distributors and customers harmless against any claims or liabilities which may arise as a result ofSupplier’s breach hereof. IVOCLAR has the right to modify and enhance (or have third parties
modify and enhance) the software or to create any other derivative work based upon the software.
IVOCLAR has the right to commission such modifications, enhancements and derivative work,
including software, to its customers. Any information or know-how relating to the use by IVOCLAR
of the software in its products, operations or elsewhere, is IVOCLAR Confidential and proprietary
Information and may not be shared with third parties without IVOCLAR’s written consent.
10. Changes to deliverables and no assignment
Supplier must not modify any specifications of Deliverables or components thereof without
IVOCLAR’s prior writing approval. Supplier must inform IVOCLAR in writing at least 90 days prior to
an intended modification of specifications of Deliverables. In that case, IVOCLAR is entitled toterminate the order, to claim a price reduction and/or compensation of all costs and damages
resulting thereof. The Suppliers obligations herein may not be assigned by Suppliers, nor may
Suppliers delegate the performance of any of its duties hereunder without Supplier’s writtenconsent.
11. Termination support
Irrespective of the grounds of the termination, the Supplier must continue to perform theServices during the notice period and must provide all termination assistance reasonably requiredby IVOCLAR for the transfer of the services to IVOCLAR or its designee, migration and/or phase outat the then applicable rates for support services as agreed between the Parties. If required for
operational continuity, IVOCLAR may require the extension of the Services beyond termination at
equivalent conditions for a period of 6 months.
12. Liability, general indemnification, insurance
Supplier shall be liable to the full extent for any damage related to the Deliverables and breach of
Supplier’s obligations under these Terms and Conditions. Supplier shall indemnify, defend and hold
IVOCLAR, its employees, officers, directors, customers and partners (“Indemnified Parties”),
harmless from and against any loss suffered and any liability incurred by the Indemnified Parties,
including without limitation product liability, damages (whether direct or indirect (including,
without limitation, loss of profits), fines, penalties, costs and expenses (including reasonable
attorney’s fees) and third party claims, whenever such loss or liability is related to or arising out of
Supplier’s (or its employees, agents or subcontractors) failure to comply with any of its obligations
under these Terms and Conditions, any defects in Deliverables, conduct, violation of law, or
negligent act or omission. Supplier shall maintain insurance coverages at levels of insurance
acceptable to IVOCLAR in IVOCLAR’s sole discretion and shall provide IVOCLAR with written proofof insurance when requested.

imported, or transferred in accordance with all applicable laws. Unless stipulated otherwise by
IVOCLAR in writing, Supplier acknowledges that any Deliverable may be used, integrated in, or soldwith IVOCLAR products intended for sale worldwide, including but not limited to the EEA, the USA,
and China. Supplier must ensure compliance of the Deliverables with all applicable laws (including
material compliance, product safety laws, medical device laws) in such end destinations accordingly.
Supplier confirms that it complies with the IVOCLAR Supplier Code of Conduct set out on Suppliers:
Ivoclar Upon IVOCLAR ‘s request, Supplier shall immediately provide all relevant information andcertifications relating to its and its sub-suppliers’ compliance with any applicable law, regulation,
standard, or IVOCLAR Supplier Code of Conduct. Upon reasonable notice IVOCLAR shall be entitledto carry out on-site/off-site audits of the Supplier and its sub-suppliers. IVOCLAR may carry out
such audits in person or through a third party. Supplier shall inform IVOCLAR about goods
containing substances, that are subject to statutorily imposed restrictions and/or information
requirements (e. g. REACH, RoHS), including those set out in the so-called “List of Restricted andDeclarable Substances For Electrical and Mechanical Products” (www.bomcheck.net/suppliers/
restricted-and-declarable-substances-list) applicable at the time of delivery. Supplier must
promptly inform IVOCLAR, if Supplier cannot ensure compliance with any law, regulation, or IVOCLAR
Supplier Code of Conduct, or if compliance is at risk for future deliveries especially in the case of
updates to material compliance laws and regulations. The obligations under this section constitutematerial obligations of the Supplier and Supplier shall indemnify, defend and hold IVOCLAR
harmless against any claims or liabilities which may arise as a result of Supplier’s breach hereof.
14. Protection of data; personal data
Supplier must ensure that all IVOCLAR data it holds, is kept secure and must implement all
appropriate technical and organizational measures and controls to protect the IVOCLAR data andensure the ongoing confidentiality, integrity and availability thereof. Upon termination, andanytime at IVOCLAR’s reasonable request, Supplier must provide to IVOCLAR or its designee, all such
requested IVOCLAR data in a customary format. In the framework of IVOCLAR’s relationships with
Supplier, IVOCLAR and Supplier may each process limited personal data of the other Party’s
employees or contractors, as necessary for the execution of the contract and their obligations
hereunder (e.g. to process & execute orders, process payments, arrange shipments and deliveries,
to provide services, and relating correspondence). Supplier will comply with all data privacy
obligations applicable to it and will ensure that its affiliates and subcontractors, who have accessto personal data of the other Party, are subject to the same data privacy obligations. Supplier is notentitled to use, store and process any IVOCLAR related personal data obtained under or inconnection with the business relationship, unless explicitly permitted by IVOCLAR in writing andsubject to withdrawal of such permission at any time. Should any services provided by Supplierinvolve the processing of personal data for or on behalf of IVOCLAR, the Parties will enter into a
data processing agreement agreeable to IVOCLAR. The obligations under this section constitutematerial obligations of the Supplier and Supplier shall indemnify, defend and hold IVOCLAR
harmless against any claims or liabilities which may arise as a result of Supplier’s breach hereof.
15. Venue and governing law
A purchase order as well as the commercial and contractual relationship between IVOCLAR and theSupplier shall be governed in accordance with the laws of IVOCLAR’s principal place of business inthe country where such purchase order was issued without regard to any conflict of law provisions.
The Vienna Convention on the International Sale of Goods shall not apply. In the event of disputes
arising out of, or in connection with, the purchase order or with these Terms and Conditions, theParties hereby declare that the courts at the place where IVOCLAR has its registered office shallhave sole jurisdiction. However, IVOCLAR is also entitled to file actions against the Supplier in any
other courts holding jurisdiction over him.
16. Equal opportunity employer and employment immigration compliance(applies to U.S. suppliers only)
IVOCLAR is an equal opportunity employer and federal contractor. Consequently, the parties agree
that, to the extent applicable: (1) they will comply with the following laws, which are incorporated
herein by reference: Executive Order 11246, and Executive Order 13496 (29 CFR Part 471, Appendix A
to Subpart A) relating to the notice of employee rights under federal labor laws; and (2) thiscontractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and
41 CFR 60-741.5(a). These regulations, respectively, prohibit discrimination against qualified
protected veterans and qualified individuals on the basis of disability and require affirmative action
by covered prime contractors and subcontractors to employ and advance in employment qualified
protected veterans and qualified individuals with disabilities. EMPLOYMENT IMMIGRATIONCOMPLIANCE. This Purchase Order is subject to the Immigration and Nationality Act (INA), as
amended by the Immigration Reform and Control Act of 1986 (IRCA), the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 (IIRIRA), and any successor statutes thereto. In
connection with the execution of this Purchase Order, Suppliers hereby represents, warrants, andcovenants that Suppliers has complied, and will continue to comply, in all respects, with all U.S.
immigration laws, statutes, rules, codes, orders, and regulations, including the employment
eligibility verification requirements set forth in the IRCA.

13. Compliance with laws
Supplier shall comply, and certifies that it currently complies with all laws, regulations, andstandards, including but not limited to those relating to medical devices, material compliance,
environmental compliance, employee protection, export and import control and product safety
applicable to the deliverables, including the manufacturing, transportation, worldwide use anddelivery thereof. All products, services, and technologies shall only be exported, re-exported,

ivoclar.com

Version October 2022