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1
1.1

1.2

1.3

1.4

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General Purchasing Terms andConditions of the Interroll Group

These International Purchasing Conditions (hereinafteralso referred to as "Purchasing Conditions") apply to
all business relationships with our business partners
and suppliers (hereinafter also referred to as"Supplier").
Our Terms and Conditions of Purchase shall only apply
if the Supplier is an entrepreneur (§ 14 German Civil
Code), a legal entity under public law or a special fundunder public law.
Our Terms and Conditions of Purchase shall apply inparticular to contracts for the sale and/or delivery ofmovable goods (hereinafter also referred to as"goods"), irrespective of whether the supplier
manufactures the goods himself or purchases themfrom suppliers (§§ 433, 650 BGB). Unless otherwise
agreed, the Terms and Conditions of Purchase in theversion valid at the time of our order with the supplier,or in any case in the version last notified to the supplierin text form, shall also apply as a framework agreement
for similar future contracts without our having to refer tothem again in individual cases.
These Terms and Conditions of Purchase shall apply
exclusively. We do not acknowledge any terms andconditions of the supplier that conflict with or deviate
from our terms and conditions of purchase unless we
expressly agree to their validity in writing. Our Terms
and Conditions of Purchase shall also apply if we accept
the supplier's delivery or service without reservation in
the knowledge that the supplier's terms and conditions
conflict with or deviate from our Terms and Conditionsof Purchase.

1.5

Individual agreements (for example, purchasing
framework agreements, quality assurance agreements)and specifications in our purchase orders shall takeprecedence over our Terms and Conditions ofPurchase.

1.6

When providing goods or services for the first time on
the basis of our terms and conditions of purchase, thesupplier accepts the terms and conditions of purchaseand expressly acknowledges that it has taken note ofthem and has read and understood them. These can beaccessed on the Interroll website under the following
link: https://www.interroll.com/legal-notices-and-terms .

1.7

2
2.1

item at our reasonable discretion even after
conclusion of the contract if the deviations arereasonable for the supplier.

General, scope of application

References to the applicability of statutory provisions
shall only have a clarifying meaning. Even without suchclarification, the statutory provisions shall therefore
apply, unless they are directly amended or expressly
excluded in these Terms and Conditions of Purchase.

3
3.1

Unless otherwise agreed, delivery shall be made DDP(Incoterms 2020) to the place of destination specified by
us in the order. The respective place of destination is
also the place of performance for the delivery and any
subsequent delivery (obligation to deliver).

3.2

The risk of accidental loss and accidental deteriorationof the goods shall pass to us upon delivery at the placeof performance. If acceptance has been agreed, thisshall be decisive for the transfer of risk. In all otherrespects, the statutory provisions of the law on contracts
for work and services shall also apply accordingly in theevent of acceptance. Delivery or acceptance shall bedeemed to have taken place if we are in default of
acceptance.

3.3

The supplier shall be obliged to submit to us on 01.01.
of each year, without being requested to do so, a longterm supplier's declaration for the goods delivered,stating the country of origin, goods codes, customs
number and weight.

3.4

The agreed delivery and performance dates (deliverytime) are binding. The receipt of goods in the case ofpurchase contracts or the performance of services in thecase of service contracts and the completion of the workat our premises or at the agreed place of delivery or
performance in the case of contracts for work andservices shall count towards compliance.

3.5

The supplier is obliged to take all necessary andreasonable measures to ensure that the goods arereceived by us in accordance with the contract or that
services are provided in accordance with the contract. If
the supplier becomes aware of specific circumstancesor events that could lead to non-compliance with adelivery date or the delivery quantity, the supplier musttake all necessary and reasonable remedial measuresand inform us immediately. This shall also apply if the
supplier is not responsible for the delays in delivery or
performance.

3.6

If the delivery or service takes place before the specified
date, we shall be entitled to reject the delivery or service.
Likewise, partial deliveries and partial services may berejected by us. If necessary, we shall be entitled toreturn the goods at your expense and risk or to store
them with third parties.

3.7

If the supplier does not perform or does not perform
within the agreed delivery time or if he is in default withhis performance, our rights - in particular to rescission
and damages - shall be determined in accordance withthe statutory provisions. The provisions of section 3.8
remain unaffected.

3.8

If the supplier is in default of the agreed delivery time,
we are entitled, after prior written warning to the
supplier, to demand a lump-sum contractual penalty inthe amount of 1% of the net delivery value for eachcommenced week of the default, but in total not morethan 5% of the net delivery value of the goods delivered
late. The contractual penalty shall be set off against theConclusion of contract, content of contract
Only orders placed by us in writing and bearing oursignature or electronic indication of origin shall bebinding.

2.2

The supplier must confirm our order in writing within two(2) working days of the order date.

2.3

A delayed acceptance shall be deemed a new offer andshall require acceptance by us.

2.4

We are entitled to demand changes to the delivery

Delivery and service© Interroll Gruppe, 2023. All rights reserved. Printed versions
are not subject to change control, they are merely provided for
information purpose.

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General Purchasing Terms andConditions of the Interroll Groupdefault damage to be compensated by the supplier. The
supplier reserves the right to prove that we havesuffered no damage at all or only significantly lessdamage than the aforementioned lump sum. Interroll
expressly reserves the right to assert further or otherrights, in particular for damages.

3.9

4

4.2

When shipping, our delivery and packaging instructions
as well as all applicable legal regulations, in particulartariff, transport and packaging regulations as well as
customs and hazardous goods regulations must be
observed. Unless we have expressly stipulated special
requirements for the mode of transport, the mode oftransport most favourable to us shall be chosen.

4.3

Each delivery shall be accompanied by a delivery note.
The delivery note and all delivery documents must
contain the date of dispatch, our document number andarticle number and, if applicable, the drawing number ofthe delivery item as well as the quantity. In the event of
failure to do so, we shall not be responsible for any
delays in processing. Any costs incurred by us due tonon-compliance shall be reimbursed to us by the
supplier.
If sub-suppliers are used, they shall indicate the supplieras their principal in the correspondence and theshipping documents, stating the above-mentioned order
data.

5

Product labelling and documentation

5.1

The delivered goods shall be properly labelled.

5.2

The scope of delivery shall also include, in particular,
the product-specific and/or technical documentation,
the certificates of conformity as well as otherdocuments, certificates and operating instructions
required for the goods or their use in our national
language, in English as well as in the language of ourend customer in accordance with the order.

6
6.1

6.2

6.4

In the event of acceptance of early delivery or
performance, the due date shall be based on theoriginally agreed delivery or performance date.
Payments shall not be deemed a waiver of any noticesofdefects
and
shall
not
constituteany
acknowledgement of performance in accordance withthe contract.

6.5

We shall be entitled to rights of set-off and retention as
well as the defence of non-performance of the contract
to the extent provided by law. In particular, we areentitled to withhold payments due as long as we are still
entitled to claims arising from incomplete or defective
performance by the supplier.

6.6

The supplier shall only have a right of set-off and a rightof retention on the basis of counterclaims that havebecome res judicata or are undisputed.

7

Any processing, mixing or combination (further
processing) of provided goods by the supplier shall be
carried out for us. The same shall apply in the event offurther processing of the goods supplied by us, so that
we shall be deemed to be the manufacturer and shallacquire ownership of the goods supplied at the latest
upon further processing in accordance with the statutory
provisions.

7.2

The transfer of ownership of the goods to us shall be
unconditional and without regard to the payment of theprice. However, if we accept an offer from the supplierconditional on payment of the price in an individual
case, the supplier's retention of title shall expire at thelatest upon payment of the price for the goods delivered.
We shall remain authorised to resell the goods in theordinary course of business even before payment of theprice with advance assignment of the claims arising
therefrom (alternatively, the simple retention of title
extended to the resale shall apply). This excludes allother forms of retention of title, in particular the extended
retention of title, the passed-on retention of title and theretention of title extended to further processing.

Pricing, payment

The value added tax valid at the time of invoicing shallRetention of ownership

7.1

The supplier is obliged to send us all necessary productinformation, such as safety data sheets, processing
instructions, assembly instructions, specifications,notes on occupational safety measures and labelling
regulations, in good time before delivery.

The price stated in our order is binding. All prices are
net fixed prices. Unless otherwise agreed in individual
cases, the price includes all services and ancillary
services of the supplier (for example assembly andinstallation) as well as all ancillary costs (for example
costs for packaging, transport costs to the destination
specified in the order as well as costs for customs
formalities, customs duties, etc.).

Unless otherwise agreed, the following terms of
payment shall apply: 14 days with a 3% discount on the
net invoice amount and 60 days net.
The payment period shall commence upon delivery of
the goods at the place of destination (shipping address)
or acceptance of the service or work performance andreceipt of the invoice at the invoice address stated in theorder/contract.

Shipping and packaging
Delivery items shall be packed properly and in anenvironmentally friendly manner and delivered insuitable containers and means of transport.

5.3

6.3

Acceptance of the delayed delivery or service shall notconstitute a waiver of claims for damages and/or thecontractual penalty.

4.1

4.4

be shown separately in the invoices. Price increases
require our written consent. The invoice shall state theorder data. The invoice shall be sent separately after
delivery to the invoice address stated in theorder/contract.

8
8.1

Examination for defects, liability for defects
The statutory provisions and the following
supplements and clarifications shall apply to our rights
in the event of material defects and defects of title of
the goods (including wrong delivery and short delivery
as well as improper assembly/installation or defective
instructions) and in the event of other breaches of duty

© Interroll Gruppe, 2023. All rights reserved. Printed versions
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information purpose.

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General Purchasing Terms andConditions of the Interroll Groupby the supplier.

8.2

In accordance with the statutory provisions, the suppliershall be liable in particular for ensuring that the goods
have the agreed quality at the time of transfer of risk tous. In any case, those product descriptions which - inparticular by designation or reference in our order - arethe subject matter of the respective contract or havebeen included in the contract in the same way as theseTerms and Conditions of Purchase shall be deemed to
be an agreement on the quality. It makes no difference
whether the product description originates from us, fromthe supplier or from the manufacturer.

8.3

In the case of goods with digital elements or other digitalcontent, the supplier shall owe the provision andupdating of the digital content in any case to the extent
that this results from a quality agreement in accordancewith the above section 8.2 or other product descriptions
by the manufacturer or on its behalf, in particular on theInternet, in advertising or on the goods label.

8.4

We are not obliged to inspect the goods or make otherenquiries about any defects upon conclusion of thecontract. Partially deviating from § 442 paragraph 1
sentence 2 BGB (German Civil Code), we shall therefore
also be entitled to claims for defects without limitation if thedefect remained unknown to us at the time of conclusionof the contract due to gross negligence.

8.5

The statutory provisions (§§ 377, 381 HGB) shall apply
to the commercial duty of inspection and notification of
defects, subject to the following proviso: Our duty ofinspection shall be limited to defects which become
apparent during our incoming goods inspection bymeans of external examination including the delivery
documents (e.g. transport damage, wrong delivery andshort delivery) or which are recognisable during ourquality control by means of random sampling. If
acceptance has been agreed, there shall be no
obligation to inspect. In all other respects, it shalldepend on the extent to which an inspection is feasible
in the ordinary course of business, taking into accountthe circumstances of the individual case. Our obligation
to give notice of defects discovered later remains
unaffected. Notwithstanding our duty to examine, ourcomplaint (notice of defect) shall be deemed to havebeen made without undue delay and in good time if it issent within five working days of discovery or, in the caseof obvious defects, of delivery.

8.6

Subsequent performance shall also include the removalof the defective goods and their re-installation, provided
that the goods were installed in another item or attached
to another item in accordance with their type andintended use before the defect became apparent; ourstatutory claim to reimbursement of the corresponding
costs (installation and removal) shall remain unaffected.
The expenses necessary for the purpose of inspection
and subsequent performance, in particular transport,
travel, labour and material costs and, if applicable,
installation and removal costs, shall be borne by the
supplier 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 beliable if we recognised or were grossly negligent in notrecognising that there was no defect.

8.7

Notwithstanding our statutory rights and the provision inclause 8.6 of our Terms and Conditions of Purchase, thefollowing shall apply: If the supplier fails to fulfil its
obligation to remedy the defect - at our discretion by
remedying the defect (rectification) or by delivering an
item free of defects (replacement) - within a reasonable
period of time set by us, we may remedy the defectourselves and demand reimbursement of the expenses
required for this purpose or a corresponding advancepayment from the supplier. If the supplementary
performance by the supplier has failed or isunreasonable for us (e.g. due to particular urgency, risk
to operational safety or imminent occurrence ofdisproportionate damage), no deadline need be set; weshall inform the supplier of such circumstances without
undue delay, if possible in advance.

8.8

Otherwise, in the event of a material defect or defect of
title, we shall be entitled to reduce the price or towithdraw from the contract in accordance with thestatutory provisions. In addition, we shall be entitled toclaim damages and reimbursement of expenses inaccordance with the statutory provisions. If we areentitled to claim damages due to a material defect or adefect of title or if we are entitled to withdraw from thecontract, we may demand a lump sum for damages in
the amount of 10% of the net order value. The assertionof a claim for damages incurred by us in excess thereof
shall remain unaffected. The supplier has the right toprove that no damage at all was incurred as a result of
the material defect or defect of title or that the damage
was significantly lower than the lump sum.
The general limitation period for claims for defects isthree years from the transfer of risk. Insofar as § 438 of
the German Civil Code (BGB) provides for a longer
limitation period, this shall remain unaffected. If
acceptance has been agreed, the limitation period shallcommence upon acceptance. The three-year limitation
period also applies accordingly to our claims arisingfrom defects of title.
Furthermore, claims arising from defects of title shall not
become statute-barred under any circumstances aslong as the third party can still assert the right against
us - in particular in the absence of a statute oflimitations.
Unless otherwise stipulated below, our claims shallotherwise become time-barred in accordance with thestatutory provisions.

9

Product liability, indemnification, liability insurance
cover

9.1

If, in addition to us, the supplier is also responsible for
product damage in relation to third parties, the suppliershall be obliged to indemnify us against all claims ofthird parties to the extent that the cause lies within the
supplier's sphere of control and organisation and the
supplier itself is liable in relation to third parties.

9.2

Within the scope of its indemnification obligation, thesupplier shall reimburse expenses pursuant to Sections
683, 670 of the German Civil Code (BGB) arising fromor in connection with a claim by a third party, including
recall actions carried out by us. We shall inform the
supplier about the content of the recall measures - as

© Interroll Gruppe, 2023. All rights reserved. Printed versions
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General Purchasing Terms andConditions of the Interroll Group

far as possible and reasonable - and give him theopportunity to comment. Further legal claims remain
unaffected.

9.3

10
10.1

10.2

11.2

The supplier shall provide us in writing in a timely
manner prior to the planned delivery or provision of theservice with all information and data that we require tocomply with the applicable foreign trade law in the caseof export and import and, in the case of further
distribution, in the case of re-export of the goods andservices. In particular, the supplier shall provide us withthe following information for each individual
good/service:(a)the "Export Control Classifications Number" according
to the "U.S. Commerce Control List" (ECCN), if thegoods are subject to the "U.S. Export Administration
Regulations",(b)

any applicable export list number,(c)

the commodity code number according to the current
commodity classification of foreign trade statistics andthe HS ("Harmonized System") code,(d)the country of origin (non-preferential origin) andtransmission of relevant certificates of origin,(e)whether the goods supplied are suitable in principle
for an armaments-related, nuclear or weapons-related
use,

(f)

if requested by us, the export control and foreign tradedata, i.e. the supplier declarations on preferential
origin (in the case of European suppliers) or thecertificates on preferences (in the case of nonEuropean suppliers).

11.3

In the event of changes to the origin or characteristics ofthe goods or services or to the applicable foreign tradelaw, the Supplier shall update the export control andforeign trade data in good time before the delivery dateand notify us in writing.

11.4

The supplier shall bear verifiable expenses anddamages(includinginternal
processing
andadministrative costs) incurred by us due to the absence
or incorrectness of export control and foreign trade data.
The supplier is obliged to indemnify us against all
damages incurred by us as a result of the culpablebreach of the aforementioned obligations pursuant tosections 11.1 to 11.3.

The supplier shall take out and maintain at its own
expense appropriate product liability insurance with aminimum sum insured of EUR 5.0 million per individual
claim and irrespective of previous claims in theinsurance period. The supplier shall send us a copy ofthe liability policy at any time upon request.
Assurances of the Supplier, REACH, RoHS, Code of
Conduct
The supplier is obliged to comply with the relevant
statutory provisions in connection with the contractual
relationship.
The supplier is obliged to ensure that alldeliveries/services comply with the latest state of the art,
the relevant national and legal provisions andregulations as well as the guidelines of authorities,
professional associations and trade associations of thelaws applicable in the relevant sales markets. The
supplier is also responsible for the environmental
compatibility of the delivered goods and the packaging
materials. If deviations from these regulations arenecessary in individual cases, the supplier must obtainour written consent. The other obligations under thepurchase contract or the contract for work and services,
including any guarantees for the quality of the item or
the work, shall not be affected by this consent.

10.3

The supplier shall ensure that the goods delivered byhim comply with all relevant requirements for placing on
the market in the European Union and the European
Economic Area. Upon request, he shall provide us withevidence of conformity by submitting suitable
documents.

10.4

In particular, the Supplier undertakes to comply with therequirements and measures resulting from Regulation
EC No. 1907/2006 of 18 December 2006 (REACH
Regulation) and Directive 2011/65/EU ("RoHS") for all
substances, preparations and products (goods)
delivered/provided to us.

10.5

The Supplier is obliged to comply with the Interroll Codeof Conduct, which is available under the following link or
which we will send to the Supplier immediately uponrequest:12.1

https://www.interroll.com/company/sustainability/
sustainable-procurement/

The supplier warrants that no third party rights are
infringed in connection with his delivery or service.

12.2

If a claim is made against us by a third party due to theinfringement of property rights, the supplier shall beobliged to indemnify us against such claims upon firstwritten request. We are not entitled to make any
agreements with the third party - without the supplier's
consent - in particular to conclude a settlement.

12.3

The supplier's indemnification obligation relates to all
expenses necessarily incurred by us from or inconnection with the claim by a third party, in particularalso legal defence and administrative costs as well as
all costs of a necessary replacement procurement.

12.4

If the sale and/or use of the delivery item or the work
result to us or by us is prohibited, the supplier shall, at
our discretion, either procure the right of use for us at its

11
11.1

12

Export control and foreign trade data
The supplier is aware that the export of certain goods by
us - e.g. due to their nature or intended use or finaldestination - may be subject to authorisation. The
supplier must therefore comply with the respective
requirements of national and international export,
customs and foreign trade law for all goods to bedelivered abroad and services to be provided abroad
and procure the necessary export licences, unlessunder the applicable foreign trade law it is not the
supplier but us or a third party who is obliged to apply
for the export licence.

Industrial property rights of third parties© Interroll Gruppe, 2023. All rights reserved. Printed versions
are not subject to change control, they are merely provided for
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General Purchasing Terms andConditions of the Interroll Groupown expense or modify the delivery item or the work
result at its own expense in agreement with us in sucha way that it does not affect the infringed property right.

12.5

12.6

13
13.1

13.2

13.3

The Supplier shall not be liable pursuant to Sections
12.1 to 12.4 insofar as it proves that it is neither
responsible for the infringement of the IPR nor shouldhave been aware of the infringement at the time ofdelivery if it had exercised due commercial care.

The supplier must maintain a comprehensible andauditable quality management system (e.g. inaccordance with ISO 9000 ff) and environmental
management system (e.g. in accordance with ISO
14001) corresponding to its delivery and performance.

14.2

We are entitled to carry out an audit of the supplierourselves or to have it carried out by an expert of our
choice. This includes an inspection of the supplier's
operations and quality assurance system and asubsequent evaluation. We shall use the findings ofthis audit as a basis for the awarding of further
contracts and for the internal classification of thecompany (rating).

The limitation period for the claims referred to in
Sections 12.1 to 12.4 shall be 10 years, calculated fromthe conclusion of the contract.
Documents and secrecy, protection of know-how
All business or technical information and data ofwhatever kind made available by us, including features
to be taken from any objects, documents or data handed
over and other knowledge or experience - hereinaftercollectively referred to as "Information" - as long as andto the extent that it is not demonstrably lawfully in the
public domain, shall be kept secret by the Supplier visà-vis third parties and may only be made available in the
Supplier's own business to such persons who mustnecessarily be involved in its use for the purpose ofdelivery to us and who are also bound in writing tosecrecy. All rights to this information shall remain
exclusively with us.
Such information may not be reproduced or usedcommercially without our prior written consent - except
for deliveries or services to us. If the supplier wishes toadvertise with our name, our logo or other marks of ours
during the existing contractual relationship, our priorwritten consent shall also be required.
The aforementioned confidentiality and exploitationagreement shall also apply after termination of the
supply relationship until the respective information orfeature becomes lawfully public.

13.4

At our request, all information and data originating fromus (including copies or records made at our request) andthe items provided on loan shall be returned to us
immediately and in full or destroyed and the destruction
shall be confirmed in writing.

13.5

We reserve all rights to such information and data(including copyrights and the right to and to industrial
property rights such as patents, utility models, designs,
trademarks, etc.). Insofar as these have been madeavailable to us by third parties, this reservation of rights
shall also apply in favour of these third parties.

13.6

Products manufactured according to documents draftedby us or according to our confidential information may
neither be used by the supplier himself nor offered or
supplied to third parties, unless the information provided
by us is lawfully in the public domain or state of the art.

13.7

All rights to drawings, drafts, etc. (hereinafter:"Documents") prepared by the Supplier according to our
special specifications shall pass to us without restrictionand exclusively without additional remuneration,
including ownership of the Documents. Declarations tothe contrary by the supplier, e.g. on the documents
handed over to us, are not binding.

14

14.1

15

Spare parts

15.1

The supplier is obliged to keep spare parts for the goods
delivered to us in stock for a period of at least 10 years
after delivery.

15.2

If the supplier intends to discontinue the production of
spare parts for the goods delivered to us within or after
the expiry of the period referred to in 15.1, it shall notify
us thereof without undue delay after the decision to
discontinue has been taken. This decision must be atleast one year prior to the cessation of production.

16

Place of Jurisdiction,
Provisions

Applicable

Law,

Final

16.1

These General Terms and Conditions of Purchase andthe contractual relationship between us and the suppliershall be governed by the laws of the Federal Republicof Germany to the exclusion of international uniform law,in particular the UN Convention on Contracts for theInternational Sale of Goods.

16.2

If the supplier is a merchant within the meaning of theGerman Commercial Code (HGB), a legal entity underpublic law or a special fund under public law, theexclusive - including international - place of jurisdiction
for all disputes arising from the contractual relationshipshall be Sinsheim, Germany. However, we are also
entitled in all cases to bring an action at the place ofperformance of the delivery and service obligation inaccordance with these Terms and Conditions ofPurchase or a prior individual agreement or at thegeneral place of jurisdiction of the supplier. Overriding
statutory provisions, in particular on exclusive
jurisdiction, shall remain unaffected.

Quality Management System, Auditing© Interroll Gruppe, 2023. All rights reserved. Printed versions
are not subject to change control, they are merely provided for
information purpose.