General Terms and Conditions of Procurementof RIEDEL Communications Canada Inc.

1. DEFINITIONSCapitalized terms have the meanings set forth or referred toin this Section 1.
1.1 “Business Day” means any day other than a
Saturday, Sunday, or statutory holiday in the Province ofQuebec, Canada.
1.2
5.1.

“Change Order” has the meaning set forth in Section

1.3 “Confidential Information” has the meaning set forthin Section 26.
1.4 “Contract” means the contract between Riedel or any
legal entity of the Riedel Group and the Supplier, these
GTCPs, and all schedules, exhibits, attachments, orappendices specifically referenced herein or therein.
1.5 “Encumbrance” means any charge, claim, pledge,
condition, equitable interest, lien (statutory or other), option,
security
interest,
mortgage,
hypothec,
easement,
encroachment, right of way, right of first refusal, right of firstoffer, or restriction of any kind, including any restriction onuse, voting, transfer, receipt of income, or exercise of any
other attribute of ownership.
1.6“Goods” means the goods set forth in Appendix A.

1.7 “GTCPs” means the General Terms and Conditionsof Procurement, as amended by Riedel from time to time.
1.8 “Intellectual Property Rights” means all industrial
and other intellectual property rights comprising or relating to(i) patents; (ii) trademarks; (iii) internet domain names, , web
addresses, web pages, websites, and URLs; , (iv) designs
and industrial design (v) copyrights, works of authorship,
software and firmware, application programming interfaces,
architecture, files, records, schematics; (vi) data, data files,and databases; (vii) specifications and documentation; (viii)
trade secrets; and (ix) all industrial and other intellectual
property rights, and all rights, interests, and protections thatare associated with, equivalent or similar to, or required forthe exercise of any of the foregoing, however arising, in eachcase whether registered or unregistered and including all
registrations and applications for, and renewals or
extensions of, such rights or forms of protection pursuant tothe applicable laws of any jurisdiction throughout in any partof the world.
1.9 “Order” means Riedel’s purchase order issued to the
Supplier hereunder, including all terms and conditions
attached to, or incorporated into or by reference into, such
purchase order.

1.10 “Representatives” means a party’s affiliates, andeach of their respective personnel, officers, directors,
partners, shareholders, agents, lawyers, advisors,
successors, and permitted assigns.
1.11 “Riedel” means Riedel Communications Canada Inc.
1.12 “Riedel Group” refers to Riedel and any other legal
entities that are either controlled by, control, or are undercommon control with Riedel. This includes any form of direct
or indirect power to influence the management and policiesof the entity, whether this is achieved through ownership ofvoting securities, contracts, or other means. An entity
remains a part of the Riedel Group until it no longer meetsthese criteria.
1.13 “Riedel Items” has the meaning set forth in Section
13.2(e).
1.14 “Riedel Material” has the meaning set forth in Section
13.1(b).
1.15 “Services” has the meaning set forth in Section 20.
1.16 “Specifications” means the specifications for theGoods set forth inm appendix A.
1.17 “Supplier Personnel” means Supplier’s employees
and permitted subcontractors legally bound by a written
contract of employment or subcontract (or agreement withsimilar effect) with Supplier respectively as protective ofRiedel’s rights and interests as those contained in thisContract in compliance with the terms of this Contract.
1.18 “Supplier” has the meaning set forth in Section 2.1.
1.19 “Taxes” means any harmonized sales tax (HST),
provincial sales tax (PST), goods and services tax (GST),
value-added tax, use, excise, and any other similar taxes,
duties, and charges of any kind, including penalties orinterest, imposed, levied, or currently assessed or which may
be assessed in the future by any any federal, provincial,territorial, or local governmental entity
1.20 “Warranty Period” has the meaning set forth in
Section 17.1.
1.21 “Work Results” has the meaning set forth in Section
14.1.
2. GENERAL PROVISIONS/SCOPE OF APPLICATION
2.1 GTCPs Integral Part of New Contracts. These GTCPs
are the version valid at the time of conclusion of the Contractand it shall become an integral part of all contracts, including
but not limited to individual Orders between Riedel and its
contractual partner pertaining to the procurement of Goods
and Services by Riedel as described in the applicable Order("Supplier").
… /2

2.2 GTCPs Integral Part of Subsequent Contracts. These
GTCPs shall also apply to any subsequent agreements
between Riedel and the Supplier without the need for Riedel
to explicitly reference them in each instance. These GTCPs
shall be deemed to have been accepted by the Supplier uponcommencing the provision of services at the latest.
2.3 Prevalence of the Terms. These GTCPs, together withany documents incorporated herein by reference, prevailover any terms and conditions. Any conflicting,supplementary or deviating provisions from these GTCPs
shall not apply, even if Riedel does not explicitly object tothem, accepts the Supplier's goods or service provision
without reservation.
2.4 Supplier’s Terms and Conditions. These GTCPs
expressly exclude any of Supplier's general terms andconditions or any other document issued by Supplier inconnection with this Contract, including in its Orders, invoice,or other documents. The Supplier's general terms andconditions shall only become an integral part of the Contract
if Riedel explicitly agrees to their validity in writing and withan explicit reference to the Supplier's terms and conditions.
2.5 No Minimum Purchase. Riedel is not obligated to any
minimum purchase or future purchase obligations under thisContract.
2.6 Applicability of Law. References to law provisions inthese GTCPs are for clarification purposes only. Suppliershall comply with applicable law provisions , even without
such references, to the extent they are not directly amended
or expressly excluded in these GTCPs.
3. SUPPLIER’S OFFER
The Supplier's offers and cost estimates are binding and freeof charge for Riedel. If prior to the conclusion of the Contract,
the Supplier creates offer or project documents, brochures,presentations, or similar documents, or visits or attends
meetings or other appointments at Riedel's premises, Riedel
shall not provide compensation for this to anybody.
4. ORDERS
4.1

Order Content.

(a) The scope of delivery, specifications, delivery dates
and prices are specified in the applicable Orders.
(b) Irrespective of the details set out in the Order, thescope of delivery includes all parts, tools, documentation,plans, drawings, and other objects and documents required
for the proper and serviceable functioning of the Goods.
4.2 Order Completeness & Accuracy. To allow Riedel tomodify its Order or place a new Order, the Supplier shallpromptly inform Riedel of any missing documents orapparent errors and mistakes in the Order andcorresponding documents upon discovery.
4.3

Order Acceptance(a)

Acceptance by the Supplier must always be in writing.

(b) Individual supply contracts become effective on
acceptance of these Orders by the parties.
(c)
If the conclusion of the Contract depends on an Orderconfirmation, Riedel shall only be bound if this confirmation
does not deviate from the Order.
4.4

Order Format(a) lNo handwritten signature is required for the Order tobe valid, unless otherwise provided in the Order.
(b) Riedel may place Orders via simple email or verbally;
provided, that, Riedel shall send the Order to the Supplier inwriting within 14 days of placing the Order in the
aforementioned manner.
5. CHANGE ORDERS AND SERVICES MODIFICATIONS
5.1 Change Orders by Riedel. Riedel may at any time, by
written instructions and/or drawings issued to Supplier orderchanges, additions, and/or extensions to the contractual
services in accordance with the terms of this Section 5(“Change Order”).
5.2

Change Order Process(a) The Supplier shall within seven (7) Business Days ofreceipt of a Change Order submit to Riedel a firm cost
proposal for the Change Order which shall include a
calculation of the time and effort required to implement a
Change Order taking into account the effect of the change
on service provision deadlines, remuneration, and resources
used.
(b) If the Supplier incurs additional expenses due tochanges, the Supplier can request an appropriate
adjustment of the service provision deadlines andcompensation; provided however, for greater clarity, that
Supplier acknowledges that a Change Order may or may notentitle the Supplier to an adjustment in the Supplier’s
performance deadlines or compensation under this Contract.
(c)
The agreement on implementing a Change Order,
including the resulting consequences for service provision
deadlines and the Supplier's remuneration (change inservice), shall be documented in writing by Riedel and theSupplier.
(d) The relevant change in service shall take effect only
when documented in writing and accepted by Riedel.

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(e) After acceptance of the cost proposal, the Suppliershall proceed begin implementing the Change Order without
delay with the changed Services, subject to the cost proposal
and the GTPCs.
5.3 No Agreement on Change Order. If no agreement isreached on a Change Order and Riedel cannot bereasonably expected to adhere to this Contract without therequested change, Riedel may terminate the Contract
regarding the specific service to be changed without notice
and without any liability or obligation to anybody .
6. SUPPLIER'S OBLIGATIONSIn addition to the obligations otherwise provided in theContract,(a) Supplier shall ensure that all of its equipment used in
the provision of the Services is in good working order andsuitable for the purposes for which it is used, and conforms
to all relevant legal standards and standards specified by
Riedel; and(b) Supplier shall keep and maintain any Riedel
equipment in its possession in good working order and shallnot dispose of or use such equipment other than inaccordance with Riedel's written instructions or
authorization.
7. BASIC PRINCIPLES OF COOPERATION AND PERSONNEL
7.1 Skillfull Performance by Supplier. The Supplier shallperform all agreed deliveries and Services in a workmanlike
and professional manner, skillfully, diligently, an expert
degree of care, technical accuracy, in good faith, subject toand in accordance with all applicable laws and contractual
agreements consistent with industry standards.
7.2 Riedel’s Supply Obligations. Riedel is under noobligation to supply materials or other items or to fulfill
cooperation requirements unless explicitly specified in theapplicable Order or if it specifically pertains to Riedel
Materials or items without which the Contract's fulfillment
would be unreasonably impeded.
7.3 Supplier’s Compliance with Labor Law. The Suppliershall ensure that Supplier Personnel are deployed inaccordance with all applicable laws and regulations. Thisparticularly includes compliance with the applicable labour,
minimum wage, hours of labor, social security, collective
bargaining laws, including but not limited to employment oflabor, hours of labor, health and safety, working conditions,and payment of wages.
7.4 Work Permits. The Supplier shall ensure that, where
necessary, deployed Supplier Personnel possesses valid

work permits.
7.5

Limitations Regarding Personnel(a) The Supplier shall ensure that Supplier Personnel
deployed by the Supplier shall not enter into an employment
or contractual relationship with Riedel and any legal entity of
the Riedel Group, even if Services are rendered within a
Riedel Group company, or vice versa, without Riedel’s priorwritten consent.
(b) The Supplier may use the deployed Supplier
Personnel to fulfill contracts with third parties.
(c)
The Supplier has exclusive authority to instruct theSupplier Personnel.
(d) Supplier and the Supplier Personnel shall not be
eligible to participate in any benefit or compensation plansoffered by Riedel or Riedel Group to their respective
employees, including, without limitation, any payments under
any employment standards legislation.
(e) The Supplier shall bear full responsibility for thepayment of wages, salaries, taxes, incidental wage costs,
and particularly, the social security contributions of Supplier
Personnel. Riedel has no obligations in this respect.
7.6

Responsibilities for CompensationTaxes(a) Riedel shall have no liability or responsibility forwithholding or remitting any income, payroll, or other federal
or provincial taxes, including employment insurance
remittances, Canada Pension Plan contributions, or
employer health tax or worker's compensation insurance
premiums for the Supplier and the Supplier Personnel.
(b) The Supplier is responsible for these withholding,remitting and registration obligations, and shall indemnify
Riedel and Riedel Group from and against any order,
penalty, interest, taxes or contributions that may beassessed against Riedel or Riedel Group due to the failure
or delay of the Supplier to make any such withholdings,
remittances or registration, or to file any information requiredby any law.
7.7 Contact Person. If the Supplier uses Supplier
Personnel to fulfill the Contract, it undertakes to name acontact person to Riedel. Riedel shall generally forward
concerns related to Contract fulfillment to the Supplier's
designated contact person.
7.8

Personnel Replacement(a) If a person employed by the Supplier to fulfill theContract is replaced by another and if the Supplier has totrain the employee, such training shall be at the Supplier's
expense and shall not result in any disadvantages for Riedel.

Page 3 of 17

(b) Riedel may, demand the replacement of a person
assigned by the Supplier to fulfill the Contract. Such ajustified case exists in particular if the appointed person has
violated legal provisions or repeatedly and significantly
breached or violated obligations applicable to the contractual
relationship with Riedel.
(c)
The Supplier shall bear all costs arising from thereplacement of a person.
8. PARTIAL DELIVERIES AND TRANSFER OF RISK(a) Partial deliveries of Goods and/or Services may only
be made if expressly agreed in writing by Riedel. In that case,for the purpose of these GTCPs, the delivery of Goods and/or
Services will also be taken to mean any partial delivery ofGoods and/or Services if consented by Riedel.
(b) The delivery dates and service provision deadlines
specified in Riedel's Order documents are binding for the
Supplier and timely delivery is of the essence.
8.2

Delayed or Advanced Deliveries(a) Irrespective of other rights of Riedel, the Supplier isobligated to inform Riedel without delay in writing about
foreseeable delays in delivery and service provision.
(b) Early delivery or provision of Services by the Suppliershall only be permissible with the prior written consent of
Riedel, except for Section 5.2(b) of these GTCPs.
8.3

Place of Delivery & Transfer of Risks(a) Unless otherwise stipulated in the applicable Order,
the Supplier shall consistently deliver Goods, postage-paid,
to Riedel's Canadian registered office.
(b) Consequently, title and risk of loss passes to Riedel
upon delivery and acceptance of the Goods to Riedel's
Canadian registered office.
(c)Supplier bears all risk of loss or damage to the Goods
until delivery and acceptance to said location.
(d) To clarify, the timeliness of deliveries of Goods andServices, title and risk of loss depend on their arrival at the
specified destination and the time of acceptance.
8.4 Acceptance is No Waiver. The unconditional receipt or
acceptance of deliveries or of Goods and Services by Riedel
shall not be construed as a waiver of any statutory, legal orcontractual claims by Riedel arising from delays in delivery
or service.
8.5

Penalty for Delays(a) In the event the Supplier exceeds the agreed-upondelivery date or service deadline or fails to deliver theagreed-upon quantity of Goods ordered, the Supplier shallbe liable to Riedel for a contractual penalty of 0.3% of the netorder value for each day of delay, up to a maximum
contractual liability of 5% of the net Order value.
(b) This provision shall not apply if the Supplier is not
responsible for the delayed delivery.
(c)
Any other legal or contractual claims of Riedel shallremain unaffected.
(d) A contractual penalty levied in this respect shall be
offset against any claims for damages by Riedel.
(e) Riedel reserves the right to demand the contractual
penalty even if it is not reserved upon accepting the deliveryof the Goods or service; however, Riedel must make areservation at the latest upon payment of the last sum agreed
for the said delivery or service.
(f)
If Supplier fails to deliver the Goods or Services in fullon the delivery date, Riedel may, in its sole discretion,
terminate the applicable Order immediately by providing
written notice to Supplier and Supplier shall indemnify Riedel
against any losses, claims, damages, and reasonable costs
and expenses directly attributable to Supplier's failure todeliver the Goods or Services on the delivery date.
9. SHIPPING AND PACKAGING
9.1 Compliance with Shipping Instructions. The Suppliershall comply with the shipping instructions (as stated inOrders, through email, etc.), to any applicable shipping
requirements of Riedel, and applicable shipping regulations(e.g., regarding customs, labelling, etc.), unless these areunsuitable for the successful execution of the respective
delivery. In such cases, the Supplier shall inform Riedel ofthe unsuitability and suggest appropriate alternatives whichcome closest to the original shipping instructions. In thiscase, the Supplier shall notify Riedel of the unsuitability andpropose suitable alternatives which come closest to theoriginal shipping instructions.
9.2 Shipment Notification. The Supplier must notify Riedelof all deliveries of Goods and Services no later than three (3)business days before dispatch by providing a detailed noticeindicating the nature, quantity, and, if applicable, the weightin detail. The Supplier must include the order number,material number of Riedel, as well as the quantity of theGoods, in all dispatch and Order documents and related
correspondence, particularly in dispatch notifications, bills of
lading, and invoices.
9.3 Packaging Requirements. All Goods shall betransported and delivered in suitable packaging, as requiredby the nature of the Goods. The packaging must comply withall legal and contractual Goods, packaging, andtransportation regulations, ensuring it is secure andPage 4 of 17

appropriate for the respective mode of transport. Packaging
materials shall become the property of Riedel.

Classification Number (ECCN) in accordance with US Export
Administration Regulations (EAR),

9.4 Damaged Packaging. In the event a delivery arrives at
its destination with damaged packaging,(ii)
for Goods from any other country the relevant export
list and export list number (e.g. Annexes to European
Embargo Regulations, Annex I to European Regulation forthe control of dual-use items, Annex AL to the German
Foreign
Trade
andPayments
Ordinance(Außenwirtschaftsverordnung) or comparable list items of
relevant export lists),(a) Riedel reserves the right to reject the entire delivery
without inspecting the contents.
(b) The Supplier shall bear the costs and assume the riskof loss of any return shipment(c)This provision also applies if a delivery with damaged
packaging is handed over to Riedel or the carrier designatedby Riedel, if such type of delivery has been contractuallyagreed upon.
9.5 Return or Disposal of Packaging Material. Upon
request and at Riedel's discretion, the Supplier shall either
take back used packaging materials or cover the costs ofRiedel's disposal of packaging materials, upon submission of
appropriate proof and amount.
9.6 Waste Management. If waste, within the meaning of
Canadian waste legislation, is generated during the
Supplier's deliveries Good or Services, the Supplier shallrecycle or dispose of the waste at its own expense inaccordance with the waste legislation provisions. Ownership,
risk, and waste legislation responsibility are transferred to the
Supplier at the time the waste is generated.
10. GOODS LABELING AND INFORMATION
10.1 Labelling. All deliveries shall be labeled in accordancewith the applicable legal provisions and standards (e.g. CE,
UL, ETL, FCC, etc.).
10.2 Goods’ Information(a) The Supplier shall provide Riedel with all necessary
information related to the Goods, such as safety data sheets,
processing instructions, labelling regulations, assembly
instructions, or work safety measures, including any changes
thereto, in good time before delivery or provision the Goods
or Services.
(b) The Supplier must inform Riedel of any licensing
requirements for (re-) exports of goods in accordance with
Canadian and US export and customs regulations.
Furthermore, the Supplier must inform Riedel of any export
and/or customs restrictions of the Goods' country of origin
and must comply with any and all applicable export control
laws.
(c)
For this purpose, the Supplier shall include all relevant
and necessary trade data and information in its offers, orderconfirmations, and invoices for the relevant Goods.
(i)for Goods from the USA, the Export Control(iii) the origin of the Goods and the components of theGoods in a trade policy context, including technology andsoftware, the harmonized commodity code (HS code) of theGoods, and a contact person responsible for export law
issues in the Supplier's company.
10.3 Further Information Upon Request. At Riedel'srequest, the Supplier must also provide Riedel with all further
foreign trade data and declarations/certificates of origin for
Goods and their components in text form, promptly notifying
Riedel of any changes in data before Goods delivery.
11. SPARE PARTS AND AVAILABILITY(a) The Supplier must maintain a reasonable inventory ofspare and wear parts, consumables, and other recurrently
required items related to the delivered Goods (collectively,
Spare Parts) for the normal technical use duration of thedelivered Goods, but at least for 10 years after the lastdelivery. These items must be offered to Riedel on
reasonable terms.
(b) If the Supplier discontinues the Goods delivery during
the period specified in Section 11 (a) or ceases to provide
Spare Parts after that period, it shall inform Riedel in writing
with a reasonable lead time. Riedel shall then have the rightto place a final order for the Goods and/or Spare Parts to areasonable extent, which the Supplier shall fulfill.
12. PRICES, INVOICES AND PAYMENT TERMS
12.1 US Currency and Binding Terms. All prices, fees,
discounts, and monetary amounts stated in Riedel's order
documents are in US dollars or Canadian dollars and arebinding for the Supplier. They encompass all agreed-upon
Goods and Services, including necessary ancillary services(e.g. delivery/transport, assembly, installation, insurance,
packaging, and customs duties).
12.2 Prices Inclusive of Sales Taxes. Prices, fees include
all harmonized sales tax, goods and services tax, orprovincial sales tax.
12.3 Expenses Subject to Approvals. Services, costs or
expenses of the Supplier not expressly agreed upon in theContract (e.g. travel times, travel expenses, room and board)

Page 5 of 17

shall not be separately paid or reimbursed by Riedel.
12.4 Reasonable Expenses. If Riedel and the Supplier haveagreed in writing to reimburse travel expenses, Riedel shall
reimburse actual and reasonable travel expenses inconnection with the performance of the Services.
12.5 Supportive Documents. Payment is only due uponpresentation of appropriate receipts and supporting
documents by the Supplier.
12.6 Must Conform to Riedel’s T&L. Notwithstanding
Section 12.1. above, all agreed-upon expenses must
conform to Riedel's standard travel and expense policy, a
copy of which is attached as Appendix C, which may beamended from time to time by Riedel.
12.7 Net Plus Value-Added Tax Payment Only. If Riedel
and the Supplier have agreed in individual cases that costs
or expenses of the Supplier shall be reimbursed, thereimbursement shall only be the net plus value-added tax (ifany), so that any value added tax included in the grossexpenses paid by the Supplier shall be subtracted for the
purposes of offsetting vis- à-vis Riedel.
12.8 Pre-Approved Price Changes. Any price changes,
whether due to increased material, labour, or transportation
costs or otherwise by the Supplier shall only be valid ifagreed upon in writing with Riedel and announced in writingat least 3 calendar months before the planned entry into
force.

all such disputes expeditiously and in good faith. Suppliershall continue performing its obligations under these GTCPs
notwithstanding any such dispute.
12.13 Set-Off. Without prejudice to any other right or remedy
it may have, Riedel may set off or recoup(a) any amount it owes to the Supplier against any amountpayable by Riedel to Supplier under the applicable Order;(b) any liability it owes to the Supplier against any liability
for which Supplier is liable to Riedel or Riedel Group, whether
either liability is matured or unmatured, is liquidated or
unliquidated or arises under this Contract.
Any set-off or retention by Riedel against claims of the
Supplier shall not result in the loss of rebates, discounts, andsimilar payment reductions granted by the Supplier.
12.14 Withholding Payment(a) If the delivery or service provision is not in accordancewith the Contract, including if it is defective, delayed, orincomplete, Riedel as the right to withhold payments until thedelivery or service is provided in accordance with theContract.
(b) Other legal and contractual rights of Riedel remain
unaffected.
12.15 Withholding Tax

12.9 Legal Requirements(a) The Supplier acknowledges that under certain
circumstances, Riedel may be obligated to deduct
withholding tax, regardless of whether a double tax treaty
exists.

(a) All invoices of the Supplier must meet the statutory
requirements.

(b) If necessary, the Supplier can avoid this by presenting
a tax exemption certificate from the relevant tax authorities.

(b) Additional requirements (in particular for Services) canbe specified in the individual Orders.

13. TRANSFER OF TITLE FOR GOODS/MATERIAL PROVIDED

12.10 Invoice Requirements. Invoices which do not containthe minimum information specified in Sections 12.1 to 12.9
may be rejected by Riedel, who reserves the right to withhold
payment until receipt of a proper invoice.

(a) Goods to be delivered shall become the property ofRiedel upon delivery to Riedel or to the company within the
Riedel Group designated as recipient by Riedel.

12.11 Payment Terms. Riedel shall pay the Supplier's
invoices net within 30 days after Riedel's receipt of suchinvoice, except for any amounts disputed by Riedel or unlessotherwise agreed between the parties (e.g. in individual
contracts or Orders). These payment periods shall begin
upon complete delivery and/or service provision and receipt
of a proper invoice by Riedel. Insofar service acceptance has
been agreed upon or is specified by law, the payment periods
shall begin upon acceptance and receipt of a proper invoice
by Riedel.
12.12 Disputed Amounts. The parties shall seek to resolve

13.1 Transfer of Title & Ownership(b) Riedel and its suppliers shall remain the sole andexclusive owners of all right, title, and interest in and to alltools, images, drawings, calculations, data, know how,methodologies,
specifications,software,objects,
documents, reports, and other materials provided by or usedby Riedel in connection with this Contract (“Riedel
Material”) including all Intellectual Property Rights therein.
13.2 Restrictions on Use of Riedel Material(a) If the parties have agreed to the provision of any Riedel
Material by Riedel, the Supplier may only use the Riedel
Material provided for the performance of the Contract.

Page 6 of 17

(b) The Riedel Material provided must be stored
separately.
(c)
The Supplier may process, combine, or mix theprovided Riedel Material only on behalf of Riedel.
(d) If third-party property rights remain in force during
processing, combination, or mixing with third parties items,
Riedel shall acquire co-ownership of the new item based on
the ratio of the value of the item provided to the other thirdparty item and Section 13.1 shall apply for the transfer ofinterest; provided, however, that notwithstanding anything to
the contrary in the Contract, any transfer of interest in any
Intellectual Property Rights from Riedel or any legal entity
from the Riedel Group is strictly prohibited and will be nulland void, without any effect, unless expressly approved inwriting by a senior officer of Riedel.
(e) If the mixing is carried out in such a way that theSupplier's item is to be regarded as the main item, theSupplier hereby transfers pro-rata co-ownership to Riedel
and Section 13.1 shall apply for the transfer of interest; theSupplier shall store the wholly owned or co-owned items for
Riedel (collectively “Riedel Items”).
13.3 Grants from the Supplier and Third parties. The
Supplier hereby grants and shall cause any third party to
grant Riedel a license to any third-party item to the extent
incorporated in, combined with or otherwise necessary forthe use of the Riedel Items for any and all purposes.
13.4 License for Tools Granted by Riedel(a) If Riedel provides the Supplier with tools, the Suppliershall exclusively use these tools for the manufacture of theGoods ordered by Riedel.
(b) The Supplier is obligated to insure the tools suppliedby Riedel at replacement value against damage caused byfire, water, theft or others at its own expense.
Simultaneously, the Supplier hereby assigns to Riedel all
indemnification claims arising from this insurance, andRiedel hereby accepts the assignment.
(c)
The Supplier is obligated to carry out the necessary
maintenance and inspection work, as well as all servicing
and repair work on the tools provided promptly at its own
expense.
13.5 Security Interests. Insofar as the security interests towhich Riedel is entitled under Section 13.1 exceed thepurchase price of all Goods subject to retention of title not
yet paid for by more than 10%, Riedel shall, at its discretionand upon the Supplier's request, be obligated to release thesecurity interests.

14. ACQUISITION OF RIGHTS
14.1 Assignment of Work Results by Supplier to Riedel. The
Supplier hereby irrevocably assigns to Riedel and shallcause its Supplier Personnel to irrevocably assign to Riedel,in each case without additional consideration, all right, title
and interest throughout the world in and to the Work Results,
including all Intellectual Property Rights therein to all tangible
and intangible assets, creations, and other (interim) results,
in whatever form, which are or were supplied, madeavailable, made available, or created in connection with theperformance of the contract or with the inclusion of
information which is not generally known or work of Riedel
and other materials that are delivered to Riedel under these
GTCPs (collectively referred to as "Work Results"). This
includes all registered and unregistered intellectual property
rights, including, but not limited to, industrial property rights
and similar rights, trademarks, patents, utility models,registered designs, names, copyrights and related rights,
technical and operational know-how, Internet domains rights,
and rights arising from corresponding applications andregistrations, as well as rights and claims to such rights. The
aforementioned transfer and granting of rights are
irrevocable to the extent permitted by law. The
aforementioned transfer and granting of rights shall extend
beyond the duration of the Contract term.
14.2 Acceptance of Assigment. Riedel hereby accepts theabove transfer and granting of rights, but is under noobligation to exercise these rights. Insofar as is necessary forthe effective acquisition of the aforementioned rights, theSupplier shall repeat the aforementioned transfer andgranting of rights at the time the respective Work Results areproduced. Riedel shall accept the transfer and granting ofrights in each case.
14.3 Renounciation to Moral Rights. The Supplierrenounces and shall cause the Supplier Personnel torenounce their rights in any moral rights, for the benefit of
Riedel and Riedel Group, they may have related to any
intellectual property rights assigned to Riedel, and Supplierfurther agrees and shall cause the Supplier Personnel not be
named and designated as the author when the Work Results
are used and acknowledges that Riedel is not required toprovide access to the Work Results for the Supplier.
14.4 Riedel’s Exclusive Rights. Riedel is entitled to the
exclusive and unrestricted right to protect any intellectual
property rights in its name, including any registration thereof.
14.5 Further Assurance. The Supplier agrees to take allnecessary actions to effectuate the aforementioned transfer
and granting of rights and to support Riedel in the

Page 7 of 17

registration, securing, prosecute, and retention of rights tothe Work Results.
14.6 Compensation. The production of the corresponding
Work Results and their subsequent use, shall be fullycompensatedbythecontractuallyagreed-uponremuneration, subject to mandatory legal provisions.
15. ENGAGEMENT OF SUBCONTRACTORS
15.1 Engagements - The engagements of Subcontractors
shall be as follows:(a) The Supplier shall fulfill its contractual obligations
itself.
(b) The use of of subcontractors or other third parties(collectively "Subcontractors") by the Supplier is only
permitted with Riedel's prior written consent.
(c)Nothing contained in these GTCPs shall create any
contractual relationship between Riedel and any
Subcontractor unless expressly requested by Riedel.
(d) If Riedel has consented to the involvement of a
Subcontractor by the Supplier, the Supplier shall(i)
impose on the Subcontractor all obligations incumbent
upon the Supplier vis-à-vis Riedel to the extent necessary forthe proper fulfillment of the Supplier’s contractual obligations;(ii)
ensure that Subcontractors comply with all applicablelegal provisions, in particular labor and social security laws
and regulations.
15.2 Supplier to Remain Liable. Riedel's approval shall notrelieve Supplier of its obligations under the Contract, andSupplier shall remain fully responsible for the performance ofeach such Subcontractor and its employees and for theircompliance with all of the terms and conditions of thisContract as if they were Supplier's own employees.
15.3 Subcontrators To Be Legally Bound. The Suppliershall require each Subcontractor to be bound in writing by
the confidentiality and intellectual property assignment ofthese GTCPs.

code of Quebec) with the following proviso: Statutory
inspection deadlines shall commence upon the Goods'
arrival at Riedel's registered office or the designated recipientcompany.
(b) Riedel's inspection obligations shall be limited to latent
defects known to Riedel or apparent defects, i.e. defects thatcan be perceived by a prudent and diligent buyer without theneed to resort to an expert.
(c)
No technical inspection shall be performed forincoming Goods.
(d) Any defect notification by Riedel shall be deemed
timely if it is made within ten (10) working days of the receiptof the Goods. Riedel may notify the Supplier of other defects(hidden defects) within two (2) weeks of their discovery.
16.2 Partial Deliveries / Non-Conformance(a) If Riedel determines while examining the Goods forapparent defects that parts of the delivery do not correspondto the legal or contractual requirements or if Riedel
determines the Goods are non-conforming or defective, If
Riedel rejects any portion of the Goods, Riedel has the right,
effective upon written notice to the Supplier, to:(i)

rescind this Contract in its entirety; or(ii)reject the Goods and require replacement of therejected Goods.
(b) If Riedel requires replacement of the Goods, theSupplier shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses,
including, but not limited to, transportation charges for the
return of the defective Goods and the delivery of replacement
goods.
(c)
Any inspection or other action by Riedel under thisSection shall not reduce or otherwise affect the Supplier's
obligations under this Contract, and Riedel shall have theright to conduct further inspections after the Supplier has
carried out its remedial actions.

15.4 Qualification Required. All persons, whether
employees, agents, subcontractors, or anyone acting for oron behalf of the Supplier, are properly licensed, certified, or
accredited as required by applicable law and are suitably
skilled, experienced, and qualified to perform the Services.

(d) In case of notification of defects or non-conformance,a remark is recorded on the delivery note with thereconfirmation of the delivering driver or forwarding agent. In
the event of acceptance subject to reservation, notification
shall be given by fax within the period specified in Section
16.1.

16. TERMS AND CONDITIONS OF DELIVERY/SERVICE, PARTIAL
DELIVERIES

17. WARRANTY AND DEFECT RIGHTS

16.1 Terms and Conditions of Delivery / Service(a) The statutory provisions shall govern Riedel'scommercial obligations to inspect and notify of defects(pursuant to Sections 1726 i, 1739 ii and others of the Civil

17.1 Warranty Period. For a period of TWELVE (12) months
from the date of shipment of the Goods (the "Warranty
Period"), such Goods are fit and safe for use consistent withand will materially conform to the Specifications and will be

Page 8 of 17

free from significant defects in material and workmanship.

property rights.

17.2 Supplier warrants.

(j)
The Goods are free of defects in design (except for
written designs provided by Riedel, unless the defects in
Riedel's designs are based on the Supplier’s specifications)and will comply with all applicable laws.

(a) Riedel will receive good and valid title to the Goods
and Services, free and clear of all Encumbrances;(b) that the delivered Goods and performed Services fullycomply with contractual agreements and fully comply withthe applicable laws, this includes, but is not limited to, thecurrent state-of-the-art in the fields of science andtechnology, the applicable technical regulations andstandards (e.g. DIN, EN, ISO, VDE) as well as the applicableregulations regarding minimum wage, occupational healthand safety, accident prevention, material, and customs
regulations.
(c)to use Supplier Personnel of required skill, experience,and qualifications and in a professional and workmanlike
manner in accordance with generally recognized industry
standards for similar services and shall devote adequate
resources to meet its obligations under this Contract;(d) at the time of transfer of risk, the Goods possess theagreed-upon quality, including those described or or referred
to in Riedel's Order, regardless of their origin (Riedel,
Supplier, or third parties, e.g., manufacturers).
(e) all parts, components, materials, services, or otheritems required for order fulfillment are and shall be procured
exclusively from authorized distributors and sources and all
the foregoing are new and do not contain used orreconditioned parts, and all Goods and all parts of Goods,
including, but not limited to parts that may be identified as
replacement units or spare parts, shall not experience data
integrity, undetected data loss, or related issues;(f)to the extent the Goods include software code, theGoods contain no harmful code;(g) it has disclosed to Riedel in writing the existence of any
third-party code, including open source code, that is included
in or is provided in connection with the Goods and the Goods
are in compliance with all licensing agreements applicable tosuch third-party code.
(h) it shall maintain adequate quality management (e.g. inaccordance with ISO). Upon Riedel's request, the Suppliershall provide the corresponding documentation (e.g.
certificates) at its own expense;(i)the contractually compliant use and application ofWork Results, as well as the delivered Goods and Servicesods performed by Supplier (e.g. import/export, storage, sale)
do not infringe or misappropriate any rights of third-parties,
including patent rights, copyrights, or other intellectual

17.3 Supplier’s Indemnisation for IP Infringements. The
Supplier shall indemnify Riedel, Riedel Group and theirrespective customers against all claims arising from possible
infringements of rights of third-parties, shall be responsible
for the defense against such claims at its own expense, andshall bear all costs incurred by Riedel in this context, inparticular costs of legal defense and for the adequate licenseacquisition. If the Supplier does not defend or defends
inadequately against such claims, Riedel reserves the rightto implement all measures at the expense of the Supplier if
the Supplier has not implemented them after expiry of areasonable period.
17.4 Defects and Deficiencies of Title(a) The rights of Riedel in the event of material defects anddeficiencies of title of the Goods or Servicesods and in theevent of other breaches of duty by the Supplier shall begoverned by applicable laws.
(b) In case of defects in Goods or Servicesods, theSupplier shall provide subsequent rectification in accordancewith the applicable laws. Such rectification shall be provided
without delay and free of charge and shall include, at Riedel's
discretion, correcting the identified defect or supplying an
item free of any defects.
(c)
The Supplier shall be entitled to a maximum of two (2)opportunities for remedial action.
(d) In circumstances where the Supplier is due to perform
remedial action, Riedel shall make the defective Goods
available to the Supplier at at their current location.
(e) The Supplier's subsequent performance shall include
any collection, removal, and transport of the defective
Goods. Moreover, it also includes the delivery and, where
necessary, the installation of an error-free Goods as part of
the remedial action. All such activities are to be conducted at
the Supplier's own expense and risk.
(f)
In the event that, following notification of defects by
Riedel, the Supplier is unable or unwilling to undertake
remedial action rapidly enough to prevent excessive
damages—even if Riedel were to specify a brief timeline forrectification—Riedel reserves the right to fix the defect itself
or engage a third party to do so. In such an event, Riedel has
the right to demand reimbursement for the necessary costs
and expenses incurred.

Page 9 of 17

(g) The same shall apply if after an appropriate deadline
set by Riedel has passed without success, the Supplier has
failed to rectify the defect.
(h) This provision is equally applicable if, after anappropriate deadline set by Riedel has passed without
success, the Supplier has failed to rectify the defect.
(i)
Upon the unsuccessful expiration of an appropriate
deadline set by Riedel for remedial performance, Riedel shallbe entitled to exercise its statutory rights of withdrawal,
reduction, and compensation for damages.
(j)These GTCPs are intended to supplement the legal
rights of Riedel accordingly.
17.5 Riedel’s Unrestricted Rights. Regardless of whether
Riedel was unaware of any defects at the time of entering
into the Contract due to gross negligence, Riedel shall retain
all rights and remedies without restriction with respect tosuch defects.

18.3 Notification For Acceptance. The Supplier shall notify
Riedel at least ten (10) working days before the work
performance is ready for acceptance unless the nature,
scope or complexity of the work performance requires alonger notification period.
18.4 Testing. Riedel shall have the right to test thefunctionality of the Good and Services released for
acceptance by the Supplier free of charge within 20 working
days after receipt of the relevant declaration of the Supplier,unless the nature, scope, or complexity of work performancerequires a longer notification period.
18.5 Cost Bearing. The Supplier shall bear any costs
associated with the acceptance.
18.6 Subsequent Performance. The Supplier shall remedy
defects in the work performance through subsequent
performance, either by reworking or by providing a
replacement at Riedel's discretion.

17.6 No Waiver and No Acceptance. The unconditional
receipt of deliveries of Goods or Services, their temporaryuse, or the payment of prices, compensations, or otherfinancial sums, do not affect any rights of Riedel (there is no
waiver or forfaiture of rights). If applicable, this does notconstitute acceptance.

18.7 Withdrawal or Reduction Rights. If the reworking of thesame defect fails several times (at least three times) and if if
Riedel cannot reasonably be expected to wait any longer,
Riedel may withdraw from the Contract or reduce the agreed
compensation after expiry of a reasonable grace period andthreat of refusal.

17.7 Limitation Period For Deficiency Claims. The limitation
period for deficiency claims of Riedel is three (3) years fromthe date of Riedel’s discovery of the deficiency of the Goods
or Services with the foregoing warranties unless a longer
limitation period applies under the applicable laws. The
limitation period for Riedel's claims in tort resulting from a
defect in the delivered Goods and Services shall begoverned by the applicable laws.

18.8 Damages. In addition, Riedel may claim damages orcompensation within the scope of the applicable laws.

17.8 Warranties Survival. These warranties survive any
delivery, inspection, acceptance, or payment of or for theGoods or Services by Riedel.
17.9 Warranty Are Cumulative. These warranties are
cumulative and in addition to any other condition or warranty
provided by law or in equity.
18. SPECIFIC PROVISIONS FOR WORK PERFORMANCE
18.1 Acceptance Formal Process. The acceptance of work
performance shall in any case be formal.
18.2 Exclusion of Partial and Implied Acceptance. Partial
acceptances and implied acceptance are excluded. This
shall also apply if Riedel uses the work performed without
having previously declared its acceptance.

18.9 Three-Year Limitation Period. Claims of Riedel due todefects in work that consists of manufacture, maintenance,or modification of an item, or in delivering planning ormonitoring services for such tasks, will be subject to a threeyear limitation period following acceptance. This is an
exception to the standard statutory limitation period.
Nonetheless, the standard statutory limitation periods shallbe applicable to claims by Riedel concerning defects in any
other works.
19. SPECIFIC PROVISIONS FOR RENTAL OF MOVABLE ITEMS
19.1 Not To Be Construed As Partial Payment. Riedel isunder no obligation to provide any form of deposit or othersecurity or collateral. Any amount paid during a promise ofsale shall not be construed as partial payment towards thepurchase price unless expressly stipulated otherwise within
the Contract.
19.2 Permitted Sublicense. Riedel has the right to subleaseor sublicense the rented item, in whole or in part, and topermit third parties to use it. Riedel may also permit the third
party at any tier to further sublease or sublicense the use of
the item.

Page 10 of 17

20. SPECIFIC PROVISIONS FOR SERVICES
Supplier will perform certain services and create and provide
certain deliverables, as more particularly described in theapplicable Order and/or Statement of Works ( "SoW "), as
the case may be, which will be entered into from time to timeand, upon execution by the Parties, will be incorporated andmade part of this Agreement, containing the information set
forth in Appendix B (the "Services").
21. SPECIFIC PROVISIONS FOR SOFTWARE AND IT SERVICES
21.1 Supply of Documentation and Source Code. The
Supplier shall always provide Riedel with suitable software
documentation and, in the case of custom software, grantRiedel access and the related rights to the relevant sourcecode. Should a trial or testing period be mutually agreed
upon, the Supplier shall provide necessary guidance toRiedel at the Supplier's own cost.
21.2 Grant of Rights on a Permanent Basis. In the case of
the procurement of standard software on a permanent basis,the Supplier shall grant Riedel a non-exclusive, irrevocable,
worldwide, sublicensable at any tier, royalty-free, fully paidup, transferable right to use the software and its associateddocumentation, unrestricted in terms of time, location, andcontent, at the time the software is provided. This right of use
also includes the right to reproduce, distribute, perform, andpublicly display the software, as well as the right to prepare
derivative works based on the software.
21.3 Grant of Rights on a Temporary Basis.
(a) In the case of the procurement of standard software fora limited period of time, the Supplier shall grant Riedel a nonexclusive, worldwide, sublicensable at any tier, royalty-free,
fully paid-up, transferable right to use the software and its
associated documentation, unrestricted in terms of location,
content and limited to the term of the contract, at the time thesoftware is provided.
(b) The Supplier shall continuously develop the standard
software provided to Riedel for a limited period of time andmake and supply Riedel with upgrades and new versions
regularly, but no less than once per year, at no additional costto Riedel.
21.4 Comprehensive Use Granted. Riedel shall be entitled
to comprehensive use of standard software provided by the
Supplier for contractual use, both on a permanent and on atemporary basis. The authorized use includes the runningand storage of the software (including installation) on and its
loading in IT systems, as well as the processing of in-house
data sets using the software. The authorized use also
includes the right to make copies for backup and archiving

purposes and for processing and development of programsby third parties for Riedel that run concurrently with such
software. This specifically includes enabling interoperability
with adjacent systems and programs.
21.5 Grant of Rights for Custom Software. In the case of the
procurement of custom software and IT consulting services,the provisions on the transfer and granting of rights to Work
Results pursuant to Section 14 shall apply. These rights
extend to the software, its source code and the related
documentation.
21.6 Rights Granted to the Legal Entities of the RiedelGroup(a) Riedel is entitled to distribute software or individual
programs supplied by the Supplier to the global entities of the
Riedel Group for their utilization, provided that Riedel is itself
authorized to use this software.
(b) The granting of non-exclusive rights of use always
includes the right of companies of the Riedel Group or third
parties to exercise these usage rights exclusively for the
benefit of Riedel and the entities of the Riedel Group. This
also applies to the right of Riedel to transfer these usage
rights to entities within the Riedel Group and to third parties.
(c)
Riedel also reserves the right to allow a third party, ina different location and on systems not owned by Riedel oran entity of the Riedel Group, to exercise these usage rights
to the software, including its documentation, for the benefitof Riedel or the entities of the Riedel Group - for instance, ina third-party data center.
21.7 Third-party License Terms. If any special license termsof third parties are to apply when Riedel uses the software
provided by the Supplier, the Supplier must provide theselicense terms to Riedel in full in printed or printable form prior
to conclusion of Contract. If no such provision is made, only
the rights of use granted in these GTCPs shall apply without
any obligation and liability to the Supplier and the third-party
software owner or right holder.
21.8 Service Level Agreement. Should there be a mutual
agreement pertaining to the provision of maintenanceservices linked to standard software or custom software
supplied by the Supplier on an ongoing basis, the Suppliershall maintain the software in alignment with current industry
standards, ensure it is free from functional impairments andshall remedy any errors in compliance with the terms
specified within a mutually agreed Service Level Agreement(SLA). Notwithstanding the foregoing, the legal rights ofRiedel concerning material defects and title deficiencies
remain unaltered.

Page 11 of 17

22. SUPPLIER’S LIABILITY
Even if the Supplier is not at fault, Supplier assumes
responsibility for any loss or damage to materials, tools, andother objects that Riedel has supplied and for which Riedel
retains ownership.
23. LIMITATION OF LIABILITY
23.1 TO THE FULLEST EXTENT PERMITTED UNDERBOTH QUEBEC AND CANADIAN LAW, NEITHER RIEDEL,RIEDEL GROUP, NOR ANY OF THEIR RESPECTIVE
REPRESENTATIVES(HEREIN
COLLECTIVELYREFERRED TO AS "RIEDEL" FOR THE PURPOSE OF
THIS SECTION23) SHALL UNDER ANY CIRCUMSTANCEBE HELD LIABLE UNDER THIS CONTRACT TO THE
SUPPLIER, ITS REPRESENTATIVES, OR ANY OTHER
THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT,INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVEDAMAGES WHATSOEVER. THESE DAMAGES INCLUDE,
BUT ARE NOT LIMITED TO, DAMAGES FOR BUSINESSINTERRUPTION, LOSS OF USE, DATA, REVENUE OR
PROFIT, COST OF CAPITAL, LOSS OF BUSINESSOPPORTUNITY, LOSS OF GOODWILL, WHETHERARISING OUT OF BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), OR ANY OTHER THEORYOF LIABILITY, REGARDLESS OF THE FORESEEABILITYOF SUCH DAMAGES OR WHETHER OR NOT THE
SUPPLIER WAS ADVISED OF THE POTENTIALITY OF
SUCH DAMAGES.
23.2 AS LIMITED BY QUEBEC AND CANADIAN LAW, IN
NO EVENT SHALL RIEDEL'S TOTAL LIABILITY ARISINGOUT OF OR RELATED TO THIS CONTRACT, WHETHERCAUSED BY BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEEDTHE LESSER OF THREE TIMES THE TOTAL AMOUNTPAID OR PAYABLE TO THE SUPPLIER PURSUANT TO
THIS CONTRACT IN THE TWELVE (12) MONTH PERIOD(OR LESS IF NOT YET ACCRUED) PRECEDING THE
EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED
THOUSAND DOLLARS ($100,000).
23.3 THE
RESTRICTIONSAND
EXCLUSIONSDELINEATED IN THIS SECTION 23 SHALL NOT BEAPPLIED TO DAMAGES OR LIABILITIES ARISING FROMPERSONAL INJURY OR DEATH OR DAMAGE TO ANYREAL OR TANGIBLE PERSONAL PROPERTY THAT IS
DIRECTLY AND SOLELY CAUSED BY RIEDEL'SGROSSLY NEGLIGENT ACTS OR OMISSIONS, OR BY
WILFUL MISCONDUCT ON THE PART OF RIEDEL.
23.4 THIS SECTION 23 DESCRIBES RIEDEL'S SOLE
LIABILITY AND COMPLETE OBLIGATION, AND ALSOOUTLINES THE SUPPLIER'S SOLE AND EXCLUSIVEREMEDY FOR ANY AND ALL CLAIMS THAT MAY BE
BROUGHT AGAINST RIEDEL.
24. INSURANCE POLICIES
24.1 Insurance Coverage Required. For the duration of thecontractual relationship with Riedel, (including any warranty
and limitation periods), and for a period of one year thereafter
the Supplier is obligated, at its own expense, to maintain andcarry insurance in full force and effect which includes, but is
not limited to, commercial general liability (including productliability) policies at conditions customary in the industry andwith sufficient coverage amounts with financially sound andreputable insurer.
24.2 Certificate of Insurance. Upon Riedel's request, theSupplier shall provide Riedel with a certificate of insurance
from the Supplier's insurer evidencing the insurance
coverage specified in this Section. The certificate of
insurance shall name Riedel as an additional insured. The
Supplier shall provide Riedel with thirty (30) days' advance
written notice in the event of a cancellation or materialchange in the Supplier's insurance policy. Except whereprohibited by law, the Supplier shall require its insurer towaive all rights of subrogation against Riedel's insurers andRiedel.
24.3 Other Rights. The Supplier's insurance obligations
under Section 24 shall apply without prejudice to all ofRiedel's legal and contractual rights.
25. SUPPLIER SET-OFF, RETENTION AND ASSIGNMENT RIGHTS
25.1 Only Established Claims. The Supplier can only offset
undisputed or legally established claims against claims of
Riedel.
25.2 Retention for Same Contract. The Supplier can only
exercise a right of retention if its counterclaim is based on thesame contract as Riedel's asserted claim.
25.3 Assignment Subject to Consent. The Supplier can only
assign claims against Riedel, as well as contractual
obligations and rights, with the prior written consent of
Riedel.
26. CONFIDENTIALITY
26.1 The Supplier must maintain confidentiality indefinitely
regarding all information in any form, e.g. technical, financial,economic, legal, or fiscal information, personal data, tradeandbusinesssecrets,
know-how,procedures,developments, measured values, drawings, and plans of
Riedel or of companies of the Riedel Group or of third parties("Confidential Information"), that is or has become known toPage 12 of 17

the Supplier during and in connection with the performanceof the Contract whether or not marked, designated, orotherwise identified as "confidential," in connection with theprovision of the Services or supply of Goods. Confidential
Information does not include information that is: (i) in the
public domain; (ii) known to the Supplier at the time of
disclosure; or (iii) rightfully obtained by the Supplier on a
non-confidential basis from a third party.
26.2 The Supplier must not record, transmit, or otherwise
exploit such information, unless necessary to achieve therespective purpose of the Contract. The Supplier shall use
the Confidential Information only for the purpose of providing
Services under this Contract. Confidential Information also
includes the fact of concluding a Contract with Riedel and thecontent of the Contract.
26.3 This Confidential Information was not previously
known or readily accessible, either in its entirety or indetailTherefore, it is of economic value and there is alegitimate interest in keeping it confidential. The Confidential
Information is protected by appropriate confidentiality
measures on the part of the respective owner and recipient.
26.4 There shall be no transfer or granting of rights to
Confidential Information to the Supplier.
26.5 Riedel makes no representation that the Confidential
Information is complete, accurate, or usable.
26.6 The Supplier shall take appropriate measures toensure that persons and companies working for it who haveaccess to Confidential Information are legally bound by
obligations at least as stringent as those in this Contract.
26.7 If the Supplier is obligated to disclose Confidential
Information due to a legal obligation or an official or court
order, the Supplier shall promptly inform Riedel of this in
writing and, upon request, support Riedel in protecting theConfidential Information or having it protected to the greatest
possible extent.
26.8 The Supplier shall not acquire title or any other rights
to use the Confidential Information of Riedel, except thelimited right to use the Confidential Information of Riedel for
purposes of the performance of the Contract. The Suppliershall not commercially exploit or imitate the Confidential
Information of Riedel in any way other than for its intended
purpose (in particular by way of so-called "reverse
engineering") and shall not permit third parties to do so.
Without limiting the foregoing, the Supplier shall not apply forindustrial property rights—in particular trademarks, designs,
patents, or utility models—to the Confidential Information.
26.9 The Supplier must return all Confidential Informationand its reproductions as well as any created materials

containing Confidential Information or allow conclusions tobe drawn about it without delay upon request by Riedel orafter the end of the Contract or destroy it in the most secure
way possible according to state of the art and to confirm theaforementioned actions in writing to Riedel.
26.10 Riedel shall be entitled to injunctive relief for any
violation of this Section 26.
27. GENERAL INDEMNIFICATION
27.1 Supplier Must Defend, Indemnify, Hold Harmless. The
Supplier shall defend, indemnify and hold harmless Riedel
and its Riedel Group, including their subsidiaries, affiliates,
successors, or assigns, their respective Representatives,
and Riedel's customers (collectively referred to as"Indemnitees") from and against any and all loss, injury,
death, damage, liability, claim, deficiency, action, judgment,interest, award, penalty, fine, cost, or expense, including but
not limited to reasonable attorney fees and costs, the cost of
enforcing any right to indemnification hereunder, and thecost of pursuing any insurance providers (collectively
referred to as "Losses") arising out of or resulting from theServices provided and/or the supply of Goods, the Supplier's
negligence, wilful misconduct, or violation of this Contract.
The Supplier must not enter into any settlement without theprior written consent of Riedel.
27.2 Compliance With Privacy Laws. During the executionof the Contract, the Supplier shall adhere strictly to allapplicable data protection laws, and ensure that all Supplier
Personnel comply with such laws. Without limiting theforegoing, the Supplier is mandated to implement adequate
technical and organizational measures to ensure a level ofprotection of personal data commensurate to the risk
involved.
27.3 Personal Data Requirements. In the event that theSupplier encounters personal data of Riedel (which includes
data of employees or contractual partners) during theprovision of the Services, the Supplier shall promptly executea Data Processing Agreement or any other required
arrangement with Riedel, in compliance with the applicabledata protection law.
27.4 Right to Terminate. Riedel retains the unequivocal
right to terminate this Contract, in its entirety or partially,
without any liability or obligation to the Supplier in the eventof the Supplier's breach of its obligations under this Section
27. This includes failure to remedy such breach within areasonable time period specified by Riedel, or any violationof the Supplier's data protection obligations. The Supplieracknowledges and agrees that under Quebec and Canadianlaws, any breach of data protection obligations may also

Page 13 of 17

subject the Supplier to penalties, damages or othersanctions.
27.5 Change In Law. In the event of changes in Quebec or
Canadian laws that affect the obligations or rights under thisSection 26, the parties agree to negotiate in good faithappropriate amendments to this Contract to ensure thecontinued protection of Riedel's interests under the law. If theparties are unable to agree on such amendments within areasonable time, Riedel may terminate this Contract without
liability or obligation to the Supplier.
28. INTELLECTUAL PROPERTY INDEMNIFICATION
28.1 IP Claim. Supplier Must Defend, Indemnify, Hold
Harmless - The Supplier shall, at its own expense, rigorously
defend, indemnify, and hold Riedel, along with any
Indemnitee, harmless against any and all Losses ordamages whatsoever, whether foreseeable or not, arisingout of or related to any claim that any of the Services orGoods or Riedel's or any Indemnitee's receipt, use, or
handling thereof infringes, violates or misappropriates any
Intellectual Property Rights of any third party. The Supplier
guarantees that all Services and Goods provided under thisagreement are free of any such infringements or
misappropriations.
28.2 Prompt Notification. The Supplier shall promptly notify
Riedel and any Indemnitee of any and all such claims that it
becomes aware of and shall cooperate fully with Riedel andany Indemnitee in the defense of such claims at its own
expense. Supplier shall not admit liability in any such matteror enter into any settlement or compromise of any such claim
without the express prior written consent of Riedel. Consent
will not be unreasonably withheld, but any failure to respondshall not be deemed to be consent.
28.3 Actions In The Event of a Claim. Furthermore, in theevent of a claim or if, in the opinion of the Supplier, apossibility of such a claim, the Supplier will, at its own
expense and at the sole discretion of Riedel, either: (a)secure for Riedel and any Indemnitee the right to continue
using the Services or Goods; (b) replace or modify theServices or Goods so that they are non-infringing; or (c)accept the return of the Services or Goods and refund theamounts paid by Riedel or any Indemnitee for such Services
or Goods.
29. INDEMNIFICATION FOR DEFECT
29.1 Defect - Supplier Must Defend, Indemnify, Hold
Harmless. If the Supplier is responsible for Goods defect, theSupplier shall indemnify, defend, and hold Riedel harmlessagainst any and all third-party claims, demands, suits,

liabilities, damages, losses, costs and expenses (including
but not limited to reasonable attorney's fees, court costs, andrecall campaign costs) related to or arising out of any
asserted or actual product liability claims against Riedel
and/or the Supplier. This indemnification obligation shall becomprehensive, encompassing not only product liability
claims but also of applicable laws, regulations, or other legal
obligations related to the Goods and should include any
costs and expenses incurred by Riedel due to the Goods
defect, such as those related to recall campaigns or legal
defense.
29.2 Insurance Coverage. The Supplier is obliged tomaintain a comprehensive insurance coverage that is
appropriate to cover any such claims, and proof of thiscoverage must be readily available to Riedel upon request.
29.3 Prompt Notification. Upon the assertion of a claim
against Riedel, Riedel shall promptly notify the Supplier. The
Supplier must immediately join the dispute and assume full
responsibility for the defense, with legal representation
approved by Riedel, without any prejudice to Riedel's right toparticipate with its own counsel at the Supplier's expense.
The Supplier shall not admit liability, nor enter into any
settlement or compromise any such claim without theexpress prior written consent of Riedel. Such consent will not
be unreasonably withheld but a failure to respond shall not
be construed as consent.
30. COMPANY PREMISES AND SAFETY GUIDELINES
30.1 Compliance. On the premises of Riedel and othercompanies of the Riedel Group, the Supplier shall comply
with the applicable house rules, the relevant safety
regulations, and the pertinent instructions from Riedel
personnel.
30.2 Accomodation. The Supplier is obligated and shallensure its appointed Supplier Personnel comply with allinternal safety guidelines of Riedel brought to its attention if
these are applicable to the provision of services. If the
Supplier is for any reason unable to comply with Riedel’ssafety guidelines, the Supplier shall submit a request for an
exemption to its designated contact person at Riedel. The
granting of such an exemption is at the discretion of Riedel
and can only be carried out by the Supplier’s contact
appointed by Riedel for this purpose. If the Supplier becomesaware of safety guidelines after conclusion of the Contractand if the Supplier is not in a position to comply with thesafety guidelines or is only in a position to do so at
considerable additional expense, it must inform Riedel of thisin writing without delay. In this case, Riedel and the Suppliershall make every effort to find an appropriate solution and, if

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necessary, amend the contractual agreements.
31. APPLICABLE LAW AND JURISDICTION
31.1 Choice of Law. All matters arising out of or relating tothis Contract are governed by and construed in accordancewith the laws of the Province of Quebec and the federal lawsof Canada applicable in that Province without giving effect toany choice or conflict of law provision or rule (whether of theProvince of Quebec or any other jurisdiction that would
cause the application of the laws of any jurisdiction other thanthose of the Province of Quebec. The United Nations
Convention on Contracts for the International Sale of Goods(CISG) does not apply to this Contract.
31.2 Jurisdiction. Any legal suit, action, litigation, or
proceeding arising out of or relating to this Contract shall beinstituted in the courts of the Province of Quebec, and eachparty irrevocably submits to the exclusive jurisdiction of suchcourts in any such suit, action, litigation, or proceeding. The
parties irrevocably and unconditionally waive any objection
to the venue of any action or proceeding in such courts andirrevocably waive and agree not to plead or claim in any suchcourt that any such action or proceeding brought in any suchcourt has been brought in an inconvenient forum. Each party
agrees that a final judgment in any such suit, action, litigation,or proceeding is conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner
provided by law. In addition, Riedel is entitled, at its own
discretion, to bring an action against the Supplier at thelocation of its registered office.
31.3 Changes. Riedel reserves the right to change these
GTCPs at any time. The amended GTCPs will be
communicated to the Supplier with reasonable notice before
their entry into force and shall apply to all future contracts
between Riedel and the Supplier.
32. TERMINATION & EFFECTS OF TERMINATION(b) If the Supplier becomes insolvent, files a petition forbankruptcy, or commences or has commenced against it
proceedings
relating
tobankruptcy,
receivership,
reorganization, arrangement, or assignment for the benefit ofcreditors, or if the Supplier admits in writing its inability to pay
its debts generally as they become due;(c)
If there is a change in control of the Supplier that
Riedel, in its sole discretion, determines may negatively
impact the Supplier's ability to perform under this Contract.
(d) If the Supplier's actions or omissions may potentiallyharm Riedel's reputation, business, or customer relations.
32.2 Effects of Termination
In the event of such termination, the Supplier shall be liable
for any direct, indirect, incidental, special, consequential,
punitive, or exemplary damages suffered by Riedel due tothe Supplier's breach, including but not limited to loss ofbusiness, loss of profits, legal fees, and costs for sourcing
alternative suppliers.
33. MISCELLANEOUS
33.1 Time is of the Essence
The Supplier acknowledges that time is of the essence withrespect to Service Supplier's obligations hereunder and that
prompt and timely performance of all such obligations isstrictly required.
33.2 WaiverNo waiver by Riedel of any of the provisions of this Contract
is effective unless explicitly set forth in writing and signed by
Riedel. No failure to exercise, or delay in exercising, any
rights, remedy, power, or privilege arising from this Contract
operates or may be construed as a waiver thereof. No single
or partial exercise of any right, remedy, power, or privilege
hereunder precludes any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege.

32.1 Termination
33.3 Force Majeure
In addition to any and all remedies that may be available to
Riedel under this Contract, under applicable law or in equity,
Riedel reserves the right to terminate this Contract withimmediate effect upon written notice to the Supplier, without
any liability or obligation to the Supplier, in the following
circumstances:(a) If the Supplier fails to perform, comply with, ormaterially breaches any of the terms, conditions, covenants,
or obligations of this Contract, in whole or in part, or if Riedel
reasonably believes that the Supplier is about to commit abreach of any of its obligations under this Contract;

Neither party shall be liable or responsible to the other party,
nor be deemed to have defaulted or breached this Contract,
for any failure or delay in fulfilling or performing any term of
this Contract when and to the extent such failure or delay iscaused by or results from acts or circumstances beyond thereasonable control of the impacted party, including, without
limitation, acts of God, flood, fire, earthquake, epidemics,
pandemics, war, embargo, invasion or hostilities, terrorist
acts, riot, national emergency, revolution, insurrection, or
strike (each a "Force Majeure Event"). Supplier's economic
hardship or changes in market conditions are not considered

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Force Majeure Events. Supplier shall use all diligent efforts
to end the failure or delay of its performance, ensure that theeffects of any Force Majeure Event are minimized andresume performance under this Contract.
33.4 No Third-party Beneficiaries
This Contract is for the sole benefit of the parties hereto andtheir respective successors and permitted assigns andnothing herein, express or implied, is intended to or shallconfer upon any other person or entity any legal or equitableright, benefit, or remedy of any nature whatsoever under orby reason of these GTCPs.
33.5 Cumulative Remedies
The rights and remedies under this Contract are cumulative
and are in addition to and not in substitution for any otherrights and remedies available at law or in equity or otherwise.
33.6 Notices
Any notice or other communication to be given hereunder by
any party to the other party shall be in writing and deliveredby personal delivery, fax, or by certified or registered mail,postage prepaid, return requested. Notice shall be deemedcommunicated on receipt in case of personal delivery, upon
reception in the case of fax and five (5) days after mailing in
the case of mailed notice. All such notices or othercommunications shall be addressed set forth in the Proposalor the applicable Order, but either party may change its
address by notice or other communication given inaccordance with the provisions of this paragraph.
33.7 Severability

Section 14 (Acquisition of Rights), Section 15 (Engagementof Subcontractors), Section 17 (Warranties), Section 22(Supplier’s Liability), Section 23 (Limitation of Liability),
Section 24 (Insurance), Section 25 (Set Off), Section 26(Confidentiality), Section 27 (General Indemnification),
Section 28 (IP Indemnidsation), Section 29 (Indemnification
for Defect), Section 31 (Applicabable Law and Jurisdiction),
Section 32 (Termination and Effect of Termination), Section
33 (Miscellaneous),.
33.9 Entire Agreement
This Contract, including and together with any related
exhibits, schedules, attachments, and appendices, together
with the individual transactions, constitutes the sole andentire agreement of the parties with respect to the subject
matter contained herein and therein, and supersedes all priorand contemporaneous understandings, agreements,
representations, and warranties, both written and oral,
regarding such subject matter.
33.10 Interpretation(a) For purposes of this Contract, (a) the words "include,""includes," and "including" are deemed to be followed by thewords "without limitation"; (b) words denoting the singularhave a comparable meaning when used in the plural, andvice-versa; and (c) words denoting any gender include allgenders.
(b) The parties drafted this Contract without regard to any
presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any
instrument to be drafted.

(a) Should a provision of these GTCPs prove to be or
becomes void, invalid, or unenforceable in full or in part, thevalidity or enforceability of the remaining provisions of these
GTCPs shall not be affected.

(c)The headings and the underlined text at the beginningof paragraphes in this Contract are for reference only and do
not affect the interpretation of this Contract.

(b) Riedel and the Supplier shall be obligated to replace
the invalid provision by a provision which, as far as legallypossible, most closest reflect the parties' intentions
according to the aim and purpose of these GTCPs if they had
been aware of the invalidity of the provision.

(a) The Supplier may not assign any of its rights ordelegate any of its obligations under this Contract without
Riedel's prior written consent. Riedel may assign any of its
rights or delegate any of its obligations to any person without
the consent of the Supplier.

(c)(b) Any purported assignment or delegation in violation ofthis Section 33.11 is null and void. No assignment ordelegation relieves the assigning or delegating party of anyof its obligations under this Contract.

No oral side agreements have been made.

33.8 Survival
Provisions of these GTCPs, which by their nature should
apply beyond their terms, will remain in force after any
termination or expiration of this Contract including, but notlimited to, the following provisions: Section 1 (Definitions),
Section 7.6 (Responsibilities for Compensation), Section 8.3(c) (Risks of Losses), Section 8.5 Penalty for Delays),

33.11 Assignment

33.12 Successors and Assigns
This Contract is binding on and enures to the benefit of theparties to this Contract and their respective successors andpermitted assigns.

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33.13 Counterparts_________________________________________

This Contract may be executed in counterparts, each ofwhich is deemed an original, but all of which together are
deemed to be one and the same agreement.
33.14 Relationship of parties
Nothing in this Contract creates any agency, joint venture,
partnership, or other form of joint enterprise, employment, or
fiduciary relationship between the parties. The Supplier is anindependent contractor under this Contract. Neither party
has any express or implied right or authority to assume orcreate any obligations on behalf of or in the name of the otherparty or to bind the other party to any contract, agreement or
undertaking with any third party.
33.15 No Public Announcements
Neither party shall publicly disclose, issue any press release,or make any other public statement, or otherwise
communicate with the media, concerning the existence of
this Contract or the subject matter hereof, without the priorwritten approval of the other party.

Appendix B
Statement of Work - Highlights
This Statement of Work Order No. [number] ("SOW") isentered into as of [date] by and between [name of company]("Riedel") and [name of service provider, supplier, etc.]("Supplier") and is deemed to be incorporated into thatcertain [name and date of the underlying agreement, i.e.,
General terms and Conditions of Procurement dated [date]]by and between Riedel and the Supplier ("Agreement"). Any
capitalized term used but not defined herein shall have themeaning ascribed to such term in the Agreement.
1. Name and Description of Project:
2. Description of Services and/or Deliverables:
3. Project Schedule/Milestones:
4. Place of Performance of SOW:
5. Term/Period of Performance:
6. Acceptance Procedures/Criteria:
7. Key Personnel Assigned for Each Party
Supplier: Riedel:

33.16 Language

8. Other Requirements:(a) The French version of these GTCPs shall takeprecedence over the English version. The French version is
the only binding translation, unless otherwise agreed by theparties.

9. Fees; Payment Schedule:(b) The parties have required that this Contract and all
documents and notices resulting from it be drawn up in
English. Les parties aux présents ont exigés que la présente
convention ainsi que tous les documents et avis qui s'yrattachent ou qui en découleront soient rédigés en anglais.

IN WITNESS WHEREOF, the Parties hereto have executed
this SOW as of the day and year indicated below.
RiedelBy: _________________________
Name: [name of signer]
Title: [title of signer]
Date: [date]
Supplier
By: _________________________
Name: [name of signer]
Title: [title of signer]
Date: [date]_________________________________________

Appendix A

Appendix C

Specifications of the Goods

Riedel's Standard Travel and Expense Policy

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