General Terms and Conditions of Sale of Bosch Rexroth Sp. z o.o.

General Terms and Conditions of Sale

I.

General Provisions
1. These General Terms and Conditions of Sale (“T&C”) govern the rules of placing orders bycustomers (the “Customer”) and their fulfillment by Bosch Rexroth Sp. z o.o. based in Warsaw at
ul. Jutrzenki 102/104, listed in the Register of Entrepreneurs of the National Court Register kept by
the District Court for the capital city of Warsaw in Warsaw, 14th Commercial Division of the National
Court Register, under KRS [national court register] number: 0000036334, with the share capital of
PLN 6,300,000, NIP [tax identification number]: 534-000-15-50, REGON [business entity statisticalnumber]: 012007062, BDO [waste management register] number: 000007800 (the “Supplier” or“BOSCH REXROTH”).
2. Any agreements amending these T&C shall become binding only after the Supplier has confirmed
them in writing.
3. All future deliveries of components, devices and computer programs, including consultancy andother additional services, shall be made on the basis of these T&C, unless the relevant commercial
agreements concluded with a given Customer or agreements concluded as a result of placing anorder or an offer (the “Agreement”) provide otherwise.
4. These T&C shall be treated as an objection to the terms and conditions set by the Customer.
5. To the extent permitted by law, all liability on the part of the Supplier shall be excluded, except as
expressly stated in these T&C. In particular, no contractual penalties may be imposed on the
Supplier.
6. The Supplier declares that it is a large entrepreneur within the meaning of Section 4.6 of the Act of
8 March 2013 on Counteracting Excessive Delays in Commercial Transactions (i.e. in Journal ofLaws [Dz. U.] of 2021, item 424 as amended).

II.

Proposal and Scope of Delivery
1. Catalog materials, diagrams and drawings attached to the proposal may be changed, unless they
are expressly marked as binding. The Supplier reserves the ownership and copyrights to the costestimates, drawings and other documentation provided to the Customer; therefore, these materials
must not be made available to third parties. All designs and plans marked by the Customer asconfidential shall be made available by the Supplier to third parties only with the Customer’s
consent.
2. Protective devices are included in the scope of delivery only if this is specifically and explicitly
included in the agreement.

III.

3.

An order confirmation and all changes thereto issued by the Supplier shall be valid if made at leastin documentary form.

4.

The Customer shall bear the costs of renouncing the goods ordered from the Supplier in the amountindicated by the Supplier.

Price and Terms of Payment
1. All prices should be understood as net prices to which value added tax (VAT) is added at thecurrently applicable statutory rate.
2. Prices do not include transport and packaging costs.
3.

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against pro forma invoices. Where payments made on the basis of pro forma invoices cover 100%of the price, they shall be treated as full payment of the sale price.

4. Prices for software licenses (computer programs), unless otherwise specified, shall apply to theuse of these programs only for one device of the Customer or by one user of the Customer.
5.

Unless otherwise agreed, the DAP terms (Incoterms 2020) shall apply.

6. The Supplier is entitled to introduce a minimum order value. If an order is placed below theminimum value, its fulfillment may be subject to the payment of a minimum order value fee.
7. Unless otherwise agreed, the payment terms included in the order confirmation shall apply. The
start of order fulfillment shall be conditional upon making an advance payment, if applicable.
8. If the payment dates are not met, statutory interest will be charged for delay in commercial
transactions.
9. The Customer shall not be entitled to withhold payments or make deductions without the Supplier’s
written consent.
10. In the event of arrears in payment beyond the agreed payment date, the Supplier shall be entitledto suspend the shipment of the goods until the Customer settles the arrears.
IV. Delivery Date
1. The delivery date shall be counted from the date on which the Customer and the Supplier haveagreed on the content of the order in at least documentary form. Meeting the delivery date shall be
conditional upon receipt in due time of complete documentation from the Customer, including thenecessary permits and approvals, as well as upon clarification and timely acceptance of thedesigns and compliance with the agreed payment terms and other obligations of the Customer.
The delivery date shall be indicated in each order confirmation.
2. If shipment or acceptance is delayed for reasons attributable to the Customer, a notification ofreadiness of the goods for dispatch or acceptance sent before the agreed delivery date shall bedeemed to constitute meeting the applicable delivery date.
3. If the delay in acceptance or shipment of the goods caused by the Customer exceeds 30 days, theSupplier may freely dispose of the goods and the Customer shall not have the right to raise claims
for delayed delivery or lack thereof. The Supplier shall also have the right to demand
reimbursement from the Customer of the costs of storage of the goods or their return to the
manufacturer.
4. If there are previously unforeseeable obstacles to the Supplier’s performance of its obligations orof its sub-suppliers’ obligations, or if obstacles caused by force majeure or delays in the delivery ofessential raw materials or semi-finished products could not be prevented with due diligence, thenthe agreed delivery dates shall be postponed accordingly. If, as a result of the said obstacles, theSupplier has lost the ability to deliver the order, in such circumstances the Supplier may withdraw
from the agreement upon prior notification to the Customer, within 30 days of the date of notificationof the loss of ability to deliver the order. Within the meaning of this subsection, the Supplier shallnot be liable for hindrance caused by strikes and lockouts as well. Notwithstanding the above, theSupplier shall have the right to withdraw from a given order within 30 days of its confirmation,
including without limitation due to a suspected breach of applicable laws by the Customer.
5. The Supplier shall not be liable for indirect damages or lost profits of the Customer resulting fromdelayed delivery.
V.

Transfer of Risk and Takeover of Delivery Item(s)1.

The risk shall pass to the Customer upon acceptance of the goods (in accordance with DAP,
Incoterms 2020).
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2.

Deliveries and partial invoicing are permitted.

VI. Reservation of Ownership
1. The delivered goods remain the property of the Supplier (as reserved goods) until all amounts due
are paid by the Customer.
2. If the Customer alters or combines the reserved goods with other goods, the Supplier shall acquire
the right to co-own the new item in proportion to the invoice value of the reserved goods of the
newly produced items.
VII. Warranty
1. The Customer shall carry out quality acceptance of the products delivered by or collected from the
Supplier within 7 days of the risk transfer date. The aforesaid acceptance shall be understood asdetermination of conformity of the quantity and type of the delivered or accepted products with the
shipment specification or invoice, as well as assessment of technical condition of the products withregard to technical defects which are plain to see without a test run. After that date, claims relating
to the scope of the aforesaid quality acceptance shall not be accepted by the Supplier.
2.

The Supplier provides warranty for the goods sold on the terms described below:
1) The Supplier’s liability covers any parts which, within 12 months from the device start-up
date and as a result of circumstances undoubtedly existing prior to the risk transfer, have
proven unfit for use or their usefulness has proven to be significantly limited, in particular
due to faulty design, materials or workmanship. Notwithstanding the above, the warranty
shall expire no later than 18 months from the delivery date and, if collection of the goods
by the Customer has been agreed, from the date of collection of the goods from the
Supplier. The Supplier shall, free of charge and at its own discretion, repair or replace theparts with new ones. Errors in computer programs shall be rectified by the Supplier byusing a workaround acceptable to the Customer or by delivering a new version of the
program to the Customer.
2) Defects of the goods should be notified to the Supplier immediately. The defective goods
should be sent to the Supplier for checking and repairing or delivering new ones. If the
Customer’s claim is accepted, the Supplier shall bear the costs of the shipment of goods
to be repaired or exchanged as applicable on the distance between the Supplier’s
registered office and the Customer’s registered office, resulting from the fulfillment of theoriginal order to which the complaint relates. The damaged goods that are replaced withnew ones become the Supplier’s property.
3) Complaints will only be considered if they are submitted in documentary form in Polish orin English, together with invoice or delivery number provided. Complaints may besubmitted via:a)thecomplaint
reportform
availableat:https://www.boschrexroth.com/pl/pl/serwis/protokol-zgloszenia-reklamacji/complaintform/;b)by e-mail to: reklamacja@boschrexroth.pl.

4) The territorial scope of the warranty covers the territory of the Republic of Poland. For the
avoidance of doubt, Bosch Rexroth products which have not been sold by the Suppliershall not be covered by the warranty.
5) The deadline for fulfillment of warranty obligations shall be 90 days from the date ofsubmission of warranty claim by the Customer, with the reservation that it may be extended
by delays on the part of the Customer that prevent or hinder performance of the obligations
by the Supplier. In special cases requiring additional investigation, the deadline forfulfilment of warranty obligations may be extended
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3.

The Supplier shall not be liable for damage to the goods resulting from:
1) incorrect assembly,2) exceeding the technical parameters specified in the relevant specification sheets,
3) use of inappropriate media,
4) improper operation,5) unauthorised repairs, interferences or modifications of the goods by the Customer or third
parties on its behalf.

4. Further rights of the Customer on account of defects, in particular contractual or non-contractual
claims for damage not incurred in the goods themselves, are excluded.
5. The Supplier shall not be liable to the Customer under the statutory warranty for physical defects(Article 556 et seq. of the Civil Code).
6. In the event of an unjustified call on the Supplier as part of a complaint to replace or repair a product(e.g. a product free from defects or damaged as a result of incorrect assembly or use), and if thecomplaint is not accepted for other reasons, the Supplier shall charge the Customer with the costsof travel, expert opinion and spare parts.
VIII. Post-warranty Repair
A post-warranty repair may be carried out at Bosch Rexroth Sp. z o.o. service on the basis of an orderplaced in accordance with the “General Terms and Conditions of Repairs by Bosch Rexroth Sp. z o.o.”available at: https://www.boschrexroth.com/pl/pl/warunki-wspolpracy.
IX. Liability for Damage Caused by the Product
The Supplier shall not be liable for any damage caused by the goods after their delivery to the Customer,
except for the liability provided for in mandatory provisions of law.
X. Personal Data

1.

The entity responsible for the processing of your personal data is Bosch Rexroth Sp. z o.o. ul.
Jutrzenki 102/104, 02-230 Warszawa.

2.

The person responsible for supervising the data processing at Bosch Rexroth Sp. z o.o. is thecompany’s representative for personal data (Data Protection Officer). Full correspondence
regarding exercise of the rights specified in Subs. 4 and 5 should be directed in writing to the Data
Controller’s address or the Data Protection Officer of Bosch Group to the following address:

Data Protection Officer
Information Security and Privacy (C/ISP)
Robert Bosch GmbH
Postfach 30 02 20
70442 Stuttgart GERMANY or by e-mail to: DPO@bosch.com.

To exercise your rights and report incidents concerning personal data breaches, click on thefollowing link:
https://www.bkms-system.net/bosch-datenschutz.

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3. The responsible entity and the service providers engaged by them process your personal data for
the following purposes:a) provision of the services specified in the T&C, including warranty service (legal basis:
Article 6(1)(b) – where a natural person is a party to the contract; Article 6(1)(f) – wherea legal person is a party to the contract and the data of its representatives is collected);b) compliance with obligations under separate legal regulations (legal basis: Article
6(1)(c)).

4. We transfer your personal data to other responsible entities only when it is necessary to perform acontract or the third party has a legitimate interest in providing the data or you have given yourconsent to such transfer.

5.

In order to fulfill the T&C, your data may be provided to other companies from the Bosch Group,
including without limitation: Robert Bosch Sp. z o.o., Robert Bosch GmbH, Bosch Rexroth AG.

6.

Your data is stored for as long as necessary to provide the services specified in the T&C. After
this period, the data is deleted, except for the data which we must retain in order to fulfill legal
obligations (e.g. due to storage periods stipulated by tax and commercial laws).

7.

Please be advised that you have the following rights:a) Right to be informed: you have the right to receive information from us concerning
processing of your data. You may exercise your right to be informed with regard to yourpersonal data which we process.
b) Right to rectification and erasure: you may request us to rectify false data and, if statutory
requirements are met, supplement or erase your data. This does not apply to the data which
is necessary for settlement and accounting purposes or is subject to the statutory storage
obligation. If access to the data is not needed, its processing is, however, restricted (seebelow).

c) Restriction of processing: you may request us, if statutory requirements are met, to restrict
the processing of your data.
d) Right to object to data processing: in addition, you have the right to object to our processingof your data at any time. We will then suspend processing of your data, unless we are able
to evidence, in accordance with statutory guidelines, sufficiently justified reasons for further
processing which prevail over your rights.
e) Right to object to direct marketing: furthermore, you may at any time object to processing ofyour personal data for marketing purposes (“objection to marketing”). Please note that fororganizational reasons, the withdrawal of your consent and the use of your data in an
already pending campaign might overlap.
f)

Right to object to data processing with legal basis in the form of legitimate interest: in
addition, you have the right to object at any time to our processing of your data, provided
that there is legal basis in the form of legitimate interest. We will then suspend processing ofyour data, unless we are able to evidence, in accordance with statutory guidelines,
sufficiently justified reasons for further processing which prevail over your rights.

g) Withdrawal of consent: if you have given us your consent to the processing of your data,
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you may withdraw it at any time for the future. This shall not affect the lawfulness ofprocessing of your data until the withdrawal.
h) Data portability: moreover, you have the right to receive the data you have provided to us, ina structured, commonly used and machine-readable format or, where technically feasible,
request that the data be provided to a third party.
8.

If any of the activities conducted as part of sales terms requires granting a separate consent toprocessing, you have the right to withdraw consent at any time, which shall not affect thelawfulness of processing conducted based on the consent before its withdrawal.

9.

If you find that the responsible entity processes your data against the law, you may lodge acomplaint with the supervisory authority: Personal Data Protection Office, ul. Stawki 2, 00-193
Warszawa.

10.

Your provision of data is voluntary. However, failure to provide it as required in the registration
form will prevent the purchase specified by Bosch Rexroth Sp. z o.o.

11.

The processor undertakes all technical and organizational measures as necessary to ensure
adequate level of protection and security of your data managed by us.

XII. Anti-corruption Clause
1.

Customer undertakes to comply with all the legal provisions applicable to the subject and scope of
its business relationship with Supplier. Customer will not, and nor will any of its employees,
shareholders, representatives or other persons acting on its behalf, directly or indirectly, either inprivate business dealings or in dealings with the public sector, accept, offer, give, demand or agree
to accept, to offer or to give any payment, gift or other advantage which would violate any anticorruption legal provisions or provisions applicable to Customer or Supplier within the frameworkof their business relationship, or that could otherwise be considered to be unethical, illegal or
improper. Customer in particular agrees and undertakes not to seek, directly or indirectly, toimproperly or corruptly influence or attempt to influence a public official, employees, shareholders,
representatives or other persons acting on behalf of a customer or a potential customer, to act tothe advantage of either of the Parties or any other third party or otherwise to perform their duties
improperly.

2.

The Customer shall comply with the Code of Conduct for the partners of the Bosch Group, available
at: https://www.boschrexroth.com/pl/pl/warunki-wspolpracy/.

XIII. Severability
If some provisions of the agreement are ineffective, the remaining provisions shall be binding.
XIV. Export Control
1.

Each party is entitled to refuse to perform its obligations under this contract insofar as the foreign tradelaw, including, without limitation, national and international (re-)export control and customs regulations,
including embargos and other sanctions, which is applicable to this contract and/or the performance ofthe contract (hereinafter “Foreign Trade Law”) render impossible or prohibit the fulfillment of obligations
under this contract. In such cases, either party is entitled to terminate this contract in whole or in part tothe extent that the Foreign Trade Law makes it impossible or prohibits the proper fulfillment of obligations
under this contract. If, in the event of partial termination, a partial performance is excluded for technical or
legal reasons or if one party has no interest in a partial performance, the termination will end the contract
in its entirety.

2.

In case of delay in the performance of obligations under this contract caused by licensing, authorization orsimilar requirements under Foreign Trade Law (hereinafter “Authorization”), the agreed deadlines anddates shall be extended/postponed by the period between the conclusion of the contract and the grantingof the Authorization. In the event an Authorization be denied or not granted within 12 months after filingthe application, either party is entitled to terminate or rescind from the contract in whole or in part insofar
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technical or legal reasons or if one party has no interest in a partial performance, the termination will end
the contract in its entirety.
3.

Each party shall notify the other party within a reasonable time period upon becoming aware of a Foreign
Trade Law, which may prohibit or render impossible performance according to clause 1, or delay
performance according to clause 2.

4.

Upon request, the Customer shall provide any information and documents that the Supplier requires tocomply with Foreign Trade Law or that authorities request from the Supplier. This includes information anddocumentation including, without limitation, on the end user, the destination and the intended (end-)use of
the Deliveries and Services. The Supplier may, in its sole discretion, refuse to perform its obligations under
this contract or terminate the contract, if the customer does not provide the Supplier with such informationor documents within a reasonable time period set by the Supplier.

5.

In the event that the Customer provides to any third party (specifically including any affiliate of thecustomer) any Deliveries and Services, the Customer shall comply with applicable Foreign Trade Law,insofar as Customer’s non-compliance could lead to a violation of the Supplier’s obligations to act or torefrain under Foreign Trade Law.
The Supplier is entitled to refuse to perform its obligations under this contract to the extent that Customer’s
breach of duty could lead to a breach of Supplier’s obligation to act or refrain under Foreign Trade Law, orto terminate the contract for cause, if the Customer breaches this obligation.

6.

Insofar as the Customer purchases products from the Supplier that fall under the scope of Article 12g ofRegulation (EU) No. 833/2014 or Article 8g of Regulation (EC) No. 765/2006 as amended, the following
shall apply:
6.1.

The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or
Belarus or for use in the Russian Federation or Belarus any goods or technology supplied under orin connection with this contract that fall under the scope of Article 12g of Council Regulation (EU)No 833/2014 or Article 8g of Regulation (EC) No. 765/2006, as amended from time to time.

6.2.

The Customer shall undertake its best efforts to ensure that the purpose of clause 6.1 is not
frustrated by any third parties further down the commercial chain, including by possible resellers.

6.3.

The Customer shall set up and maintain an adequate monitoring mechanism to detect conduct byany third parties further down the commercial chain, including by possible resellers, that would
frustrate the purpose of clause 6.1.

6.4.

If the Customer breaches clause 6.1, 6.2, or 6.3, at least negligently, this shall entitle the Supplierto immediately cease further deliveries to the Customer and to terminate this contract and any
contracts concluded under this contract at any time, insofar as these have not yet been fully
performed. In this case, a previous warning letter to be issued before the termination notice shallnot be required. The statutory right of both parties to terminate this contract for cause shall not beaffected by this.

6.5.

The Customer shall immediately inform the Supplier about any problems in applying clauses 6.1,
6.2, or 6.3, including any relevant activities by third parties that could frustrate the purpose of clause
6.1. The Customer shall make available to the Supplier information concerning compliance with the
obligations under clauses 6.1, 6.2, or 6.3 within two weeks of the simple request of such information.

7.1. For delivery of goods across customs borders to the Supplier, the Customer is obliged to provide the Supplierwith all required documents and information such as commercial invoice and delivery note, for a complete
and correct import customs declaration to the shipment. In the case of free of charge deliveries to the
Supplier, the Customer is obliged to declare a value, which reflects a fair market price as well as the note
“For Customs Purpose Only” in the pro forma invoice. The value has to contain all components of the goodsuch as hardware and respectively software.
7.2. Unless explicitly agreed otherwise in written form in the delivery or quotation documents, the customs-crossborder supply or provision of software, technology or other data (e.g. map data) shall be performed
exclusively by electronic means (e.g. e-mail or download). This clause does not cover the supply of
embedded software (software which is flashed on hardware).
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XV. Jurisdiction and Governing Law
1.

The court of competent jurisdiction for all legal disputes is the court in Warsaw. The Supplier shallalso be entitled to bring an action against the Customer in the court having jurisdiction over the
Customer’s registered office.

2.

All disputes between the Supplier and the Customer shall be governed exclusively by Polish law.

Warsaw, 18 September 2024

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