ROBERT BOSCH Sp. z o.o.
BOSCH REXROTH Sp. z o.o.
Terms and Conditions of Purchase of business companies:
Robert Bosch Sp. z o.o. and Bosch Rexroth Sp. z o.o.

Applicable to business transactions with entrepreneurs.

1. General
Our Terms and Conditions of Purchase apply exclusively; general businessterms and conditions of the supplier conflicting with or deviating fromour Terms and Conditions of Purchase are only recognized insofar
as we expressly agreed to them in writing. Acceptance or payment of goodsand services from the supplier (hereinafter referred to as Products) does notconstitute agreement.
2. Conclusion of and Modifications to the Contract
2.1 Orders, contracts and order releases as well as modifications
and supplements thereto must be placed and made in writing.
2.2 Oral agreements of any kind – including subsequent modifications
and supplements to our Terms and Conditions of Purchase – must
be confirmed by us in writing to become effective.
2.3 The written form requirement is also deemed complied with
if communications are sent by remote data transmission or facsimiletransmission.
2.4 Cost estimates are binding and are not to be compensated unless otherwise expressly agreed.
2.5 We are entitled to cancel the order if the supplier does not accept
the order within two weeks of receipt thereof.
2.6 Order releases within the framework of order and order release planningbecome binding if the supplier does not object within two working daysof receipt thereof.
2.7 The Agreement on Quality, Occupational Health and Safety,Environmental Protection and Social Responsibility for Suppliers (Quality
Assurance Agreement), the Logistics Manual and the Deliveryand Packaging Specifications of Robert Bosch GmbH form an integral partof the contract.
3. Delivery3.1 Deliveries deviating from our contracts and orders are only admissible
if given our prior written approval.
3.2 Agreed periods and dates are binding. Punctual compliance withthe delivery periods and delivery dates is determined by the date of receiptof the goods by us. Unless delivery “free at factory gate (frei Werk)”
is agreed (DAP or DDP Incoterms 2010), the supplier shall make the goods
available in good time, taking account of the time for loading and shipment
to be agreed with the forwarder.
3.3 If the supplier is responsible for set-up or installation and unless otherwise agreed, the supplier shall bear all the necessary incidental costs suchas travel expenses, provision of tools and daily allowances, subject
to the reservation of divergent regulations.
3.4 The provisions of statute shall apply if agreed dates are not met.
If the supplier anticipates difficulties with respect to production, the supplyof precursor material, compliance with the delivery period or similar
circumstances that could interfere with supplier’s ability to deliverpunctually or to deliver the agreed quality, the supplier must immediately
notify our ordering department.
3.5 The unconditional acceptance of a delayed delivery or service does
not constitute a waiver of claims to which we are entitled due to the delayeddelivery or service; this applies pending full payment of the amounts owed
by us for the delivery or service in question.
3.6 Partial deliveries are inadmissible in principle unless we expressly
agreed to them or can reasonably be expected to accept them.
3.7 The values established by us during the incoming goods inspection shalldetermine the quantities, weights and measurements subject
to the reservation of different values being proved.
3.8 We have the right to use software belonging to the scope of delivery,
including the software documentation, to a legally permissible extent.
3.9 We also have the right to use such software, including the software
documentation,
withtheagreed
performance
characteristics
and to the extent necessary for the use of the product in accordance

Edition 01/2011

with the agreement. We also have the right to make a backup copy even
without an express agreement.
4. Force Majeure
4.1 Acts of God, operational disturbances without fault, unrest,governmental measures and other unavoidable events discharge us fromour obligation to take punctual delivery for the duration of such event.
During such events and for a two week period thereafter we are entitled –notwithstanding our other rights – to withdraw from the contract in whole
or in part.
4.2 The provisions of paragraph 4.1 above also apply in the case of labor
disputes.
5. Advice of Dispatch and Invoice
The details in our orders and order releases shall apply. An invoice showing
the invoice number and other allocation references is to be sent in one copy
to the respective printed mailing address; the invoice must not be enclosedwith the shipments.
6. Pricing and Passing of Risk
Unless otherwise agreed, the prices are “Delivered at Place”(DAP Inco-terms 2010) including packaging. Value added tax (VAT)
is not included. The supplier bears all risks of loss or of damage
to the goods until the goods are received by us or by our representativeat the location to which the goods are to be delivered in accordance withthe contract.
7. Payment Terms
Unless otherwise agreed, the invoice shall be paid either within 20 days
subject to deduction of a 3 % discount or within 30 days without
any deduction, with effect from the due date of payment and receipt of boththe invoice and the goods or performance of the service. Payment is subject
to invoice verification.
8. Claims Based on Defects
8.1 Acceptance is effected subject to the reservation of an examination
for faultlessness, in particular also including accuracy and completeness.
We will give notice of any defects found without undue delay after theirdiscovery. To this extent the supplier waives the objection to delayed
notification of defects.
8.2 The provisions of statute relating to defects as to quality and defectsof title apply except insofar as otherwise provided herein below.
8.3 In principle we have the right to select the type of supplementary
performance. The supplier may refuse the type of supplementary
performance we selected if it is only possible at disproportionate expense.
8.4 In the event that the supplier does not commence rectifying the defectimmediately after our request to remedy it, in urgent cases, especiallyto ward off acute danger or to prevent greater damage, we are entitledto undertake such rectification ourselves or to have it undertaken by a third
party at the expense of the supplier.
8.5 In case of defects of title, the supplier shall also hold us harmless fromany third party claims possibly existing, unless the supplier is notaccountable for the defect of title.
8.6 The limitation period for claims based on defects is 3 years – except
in cases of fraudulent misrepresentation – unless the thing has been used
in a building construction in accordance with its customary use and caused
the defectiveness thereof. The limitation period commences when
the Product is delivered (passing of risk).
8.7 If the supplier performs its obligation to effect supplementary
performance by supplying a substitute product, the statute of limitationsof the goods delivered in substitution shall start to run anew after delivery
thereof.
8.8 Should we incur expenses as a result of the defective deliveryof the Product, in particular transport, carriage, labor costs, assemblyand disassembly costs, costs of material or costs of incoming goods control
exceeding the normal scope of the control, such costs shall be borneby the supplier.
9. Product Liability and Recall
9.1 In the event a product liability claim is asserted against us, the supplieris obliged to hold us harmless from such claims if and to the extent
the damage was caused by a defect in the Product supplied by the supplier.
Insofar as the cause of the damage falls within the area of responsibilityof the supplier, the supplier must prove that it is not at fault.
9.2 In the cases of paragraph 9.1 above, the supplier assumes all costs
and expenses, including the costs of any legal action.
9.3 In all other respects the provisions of statute shall apply.

9.4 Prior to any recall action which is partially or wholly due to a defectin a Product supplied by the supplier, we shall notify the supplier, givethe supplier the opportunity to collaborate and discuss with the supplier
the efficient conduct of the recall action, unless no notificationof or collaboration by the supplier is possible on account of the particularurgency. The costs of the recall action shall be borne by the supplier insofar
as a recall action is due to a defect in a Product supplied by the supplier.
10. Rights of Withdrawal and Termination
10.1 In addition to the statutory rights of rescission we have the rightto withdraw from or terminate the contract with immediate effect if:
the supplier has stopped supplying its customers,
there is or threatens to be a fundamental deterioration
to the financial circumstances of the supplier and as a result of thisthe performance of a supply obligation to us is in jeopardy,
the supplier meets the criteria for insolvency or overindebtedness, orthe supplier stops making its payments.
10.2 We also have the right to withdraw from or terminate the contract
if the supplier files an application for insolvency or comparable debt
settlement proceedings to be initiated with respect to its assets.
10.3 If the supplier rendered part performance, we only have the rightto cancel the whole contract if we have no interest in the part performance.
10.4 If we withdraw from or terminate the contract by virtueof the foregoing contractual rescission rights or respective terminationrights, then the supplier must compensate us for the loss or damage incurred
as a result, unless the supplier was not responsible for the rights arising
to withdraw from or terminate the contract.
10.5 Statutory rights and claims shall not be limited by the regulations
included in this Section 10.
11. Conducting Work
Persons who carry out work on our factory premises in fulfillmentof the contract must observe the respective plant regulations. The liability
for accidents suffered by these persons on our factory premises is excluded
except to the extent caused by willful or gross negligent breach of duty
by our legal representatives or persons employed in the performanceof our obligations.
12. Provision of Materials
Materials, parts, containers and special packaging provided by us remain
our property. These may only be used as designated. The materials areprocessed and parts assembled for us. It is agreed that we are co-ownerof the products manufactured with our materials and parts in proportion
to the value of the materials or parts provided in relation to the value of thewhole product; such products shall be kept safe for us by the supplier to thisextent.
13. Documentation and Confidentiality
13.1 The supplier shall keep confidential all business and technicalinformation made available by us (including features which may be derived
from objects, documents or software pro-vided and any other knowledge
or experience) as long and to the extent that it is not proven publicknowledge, and it may only be made available to those persons
in the supplier’s business facility who necessarily need to be involvedin the use thereof for the purpose of delivery to us and who are also
committed to confidentiality; the information remains our exclusive
property. Without our prior written consent, such information must notbe duplicated or exploited commercially – except for deliveries to us. At
our request, all information originating from us (if appropriate also
including any copies or records made) and loaned items must be, without
undue delay, returned to us in full or destroyed.
We reserve all rights to such information (including copyright and the rightto file applications aiming at obtaining industrial property rights). In theevent this is provided to us by third parties, the reservation of rights also
applies for the benefit of such third parties.
13.2 Products manufactured on the basis of documentation draftedby us such as drawings, models and the like, or based on our confidential
information, or manufactured with our tools or with tools modeledon our tools, may neither be used by the supplier itself nor offeredor supplied to third parties. This also applies analogously to our print
orders.
14. Export Control and Customs
The supplier shall be obliged to inform us about any applicable (re-) export
license requirements for the Products under German, European or US
export control law and customs regulations as well as the export control law

Edition 01/2011

and customs regulations of the country of origin of the Products. Therefore,at least in his offers, order confirmations and invoices the supplier shallprovide the following information with respect to the Products:
export list number (Ausfuhrlistennummer) or any comparable export
list information of applicable export lists;
ECCN (Export Control Classification Number) for US-goods(including technology and software) pursuant to the US Export Administration Regulations (EAR);
country of origin of the Products and of the components thereof,
including technology and software;
any transport of the Products through USA, manufacture or stockingof the Products in the USA and whether the Products have been
manufactured by using US technology;
HS-Code of the Products; anda contact person in his organisation to provide further information
to us upon request.
Upon our request the supplier shall provide any other foreign trade datawith respect to the Products and their components in written form and shallinform us on all changes to such data without undue delay and prior
to supply to us.
15. Compliance15.1 The supplier shall comply with the respective statutory provisions
governing the treatment of employees, environmental protection and healthand safety at work and to work on reducing the adverse effects of its
activities on human beings and the environment. In this respect the suppliershall set up and further develop a management system in accordance withISO 14001 within the realms of its possibilities. Further, the supplier shallcomply with the principles of the UN Global Compact Initiative relating
basically to the protection of international human rights, the rightto collective bargaining, the abolition of forced labor and child labor,
the elimination of discrimination when personnel is engaged and employed,
the responsibility for the environment and the prevention of corruption.
Further information on the UN Global Compact Initiative is available
at: www.unglobalcompact.org.
15.2 In the event that a supplier repeatedly violates the law and/or violates
the law despite being given respective advice, and fails to evidence thatthe violation of the law has been cured as far as possible and thatappropriate precautions have been taken to avoid violations of the law
in future, we reserve the right to terminate or withdraw from existing
contracts with-out notice.
16. Place of Performance
The place of performance is the place to which the goods areto be delivered in accordance with the contract or where the service
is to be rendered.
17. Miscellaneous
17.1 If one of the provisions of these Terms and Conditions
and of additional agreements reached should be or become ineffective, thisshall not affect the validity of the Terms and Conditions in other respects.
The parties hereto are obliged to agree upon a provision to replace
the ineffective provision that approximates as closely as possible
the economic intent of the ineffective provision.
17.2 The contractual relationships shall be governed exclusively by Polish
law excluding the conflict of law provisions and the UN Convention
on Contracts for the International Sale of Goods (CISG).
17.3 Court competent for all legal disputes arising either directly
or indirectly out of contractual relationships based on these Terms
and Conditions of Purchase shall be the competent court for our registeredseat. We further have the right to take legal action against the supplierat a court with jurisdiction over the registered office or branch officeof the supplier or at the court with jurisdiction over the placeof performance at our discretion.