General Purchase Condi ons
1 SCOPE
1.1. These General Purchase Condi ons apply to all goods purchased by Sika ("Goods") from Supplier and areincorporated into every Purchase Order issued by Sika to Supplier (“Order”) except where Sika and Supplier (each a“Party” and collec vely, the “Par es’) have concluded a separate wri en supply agreement. Modiﬁca ons to theseGeneral Purchase Condi ons or the Order placed by Sika are only valid, if they have been agreed upon by both
Par es in wri ng. General Sales Condi ons of the Supplier only apply if accepted in wri ng by Sika.
1.2. Type of Goods to be supplied, their quan ty and their required speciﬁca ons of the Goods are deﬁned in theOrder and/or all other wri en documenta on made available by Sika to Supplier and in Supplier's oﬀer. In case ofconﬂicts between contractual documents of the same nature with respect to the type of Goods to be supplied, theirquan ty and their required speciﬁca ons, the document bearing the later date has priority.

2 ORDER
2.1. Orders are placed by Sika in wri ng. Oral orders are only valid if conﬁrmed in wri ng.
2.2. The Order is deemed accepted upon receipt of an according Order conﬁrma on from Supplier or upon
beginning of the delivery of the according Goods, whichever occurs earlier. Any and all terms condi ons, orprovisions speciﬁed by Supplier in its acceptance, conﬁrma on or acknowledgement of Sika’s Order that change,
modify or diﬀer from the terms of the Order and these General Purchase Condi ons are rejected and null and void.
2.3. Sika reserves the right to request adjustments to Orders. Supplier shall use best eﬀorts to comply with such
requests. The Par es mutually agree on any amendments to the Purchase Price, if any, as a result of suchadjustments.

3 PURCHASE PRICE AND PAYMENT TERMS
3.1. Unless otherwise stated the Purchase Price indicated in the Order includes packaging, all taxes (but with theexclusion of any value added tax, if applicable), fees, du es, delivery charges (in accordance with agreed deliveryterms) and any other charges applicable to the deliveries. It also covers all services provided by Supplier under thisOrder.
3.2. Payment terms are as stated in the Order.

4 DELIVERY
4.1. Unless agreed otherwise in wri ng delivery me for the Goods is as stated in the Order. The agreed delivery
me is of the essence and Supplier shall be liable for any and all damages, including without limita on consequen aldamages, incurred by Sika as a result of a delay in delivery. Without limi ng its duty to deliver on me Supplier must
immediately no fy Sika of any circumstances which may delay the delivery of the Goods. Par al deliveries are onlypermi ed if agreed by Sika.
4.2. Together with the delivery of Goods, Supplier shall also deliver all technical documenta on and cer ﬁcates asrequired for the use of the Goods and / or as stated in the Order.
4.3. Unless otherwise stated in the Order, delivery term is DDP (Incoterms 2020) to the place named in Sika's order.
4.4. Beneﬁts and risk shall pass to Sika upon delivery of the Goods in accordance with the agreed delivery terms.

5 GUARANTEE
5.1. Supplier guarantees that all Goods delivered are in conformity with the Order either for the period as stated in
the Order or as provided by the applicable law, whichever is longer ("Guarantee Period"). This means that the Goods
will be ﬁt for the purpose for which Sika des nes them, provided that either the Supplier has been informed of such
purpose or the same was otherwise reasonably known to it. Supplier further guarantees that the Goods are inconformity with the agreed speciﬁca ons and approved samples, that they are of sound workmanship, of goodquality and free from faults in design, construc on, manufacture and material, that they (and their manufacture
and transport to the place of des na on) sa sfy all mandatory regula ons rela ng to, inter alia, registra on,classiﬁca on, labelling and packaging, valid in the countries of delivery and des na on and that they do not infringe
any third party's intellectual property rights.
5.2. Sika's obliga on to inspect the delivered Goods is limited to correct type of Goods and correct quan ty. Every
inspec on and no ﬁca on of defects by Sika within the Guarantee Period shall be deemed as having been made inme; Sika is not bound to a certain no ce period.
5.3. If the Goods are not in conformity with the Order, Sika may, at its discre on, require that the defec ve Goods
be repaired or replaced, or that the missing part or parts be delivered, without prejudice to Sika’s other rights underthese General Purchase Condi ons or under the law, including but not limited to right to rescind the Order and theright to claim consequen al damages.
5.4. In the event of rejec on, Sika shall inform Supplier as soon as possible thereof, giving the reason which lead tothe rejec on. At Sika’s discre on, rejected goods will be returned by Sika to Supplier or retained by Sika un l Supplierhas given Sika further instruc ons as to their disposal within 5 working days.

6 CONFIDENTIALITY
6.1. All data and informa on obtained from Sika whether verbally or in wri ng shall be applied by the Supplier forthe execu on of the Order(s) only. All such data and informa on shall remain Sika’s property and if in wri en formshall be returned to Sika immediately upon its ﬁrst request, together with all copies thereof.
6.2. All data and informa on shall be kept in strictest conﬁdence by the Supplier and he shall not refer thereto nor
to the fact that he supplies or has supplied Sika in any publica ons, adver sements or other verbal or wri en form
unless with Sika’s prior wri en approval.

7 IMPROPER PERFORMANCE
Improper performance of the Supplier will render the Supplier in default immediately, without no ce of default
being required. The Supplier must compensate Sika for all damage resul ng from negligence of the Supplier in theperformance of the Order or of a wrongful act of the Supplier, which includes all damages incurred by Sika as aresult of third party claims.

8 ADDITIONAL PROVISIONS
8.1. Late asser on of a right or waiving a right in a par cular case shall not be deemed as a waiver of any of Sika's
contractual or statutory rights.
8.2. The Order may not be assigned to a third party without Sika's prior consent. Notwithstanding the foregoing, it
is understood and agreed that Sika shall be en tled to assign the Order to other companies of the Sika Group.
8.3. All oﬀers, Orders, contracts and these General Purchase Condi ons shall be governed by the material laws of
the country in which Sika has its legal domicile. The UN Conven on on Interna onal Sale of Goods (“CISG”) shall notapply. All disputes between Sika and the Supplier that ensue from an Order will be submi ed