General Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG
1.

General provisions/scope of application

1.1

These General Terms and Conditions of Procurement (GTCP) in
the version valid at the time of conclusion of contract shall become
an integral part of all contracts (including individual orders, forexample) between RIEDEL Communications GmbH & Co. KG(Riedel) and its contractual partners (Supplier) concerning the
procurement of goods and services by Riedel.
These GTCP also apply to future contracts between Riedel andthe Supplier, without Riedel having to refer to them separately. The
GTCP shall be deemed to have been confirmed by the Supplier at
the latest when it begins service provision.
These GTCP shall apply exclusively. Any conflicting or
supplementary provisions to or any provisions deviating fromthese GTCP shall not apply, even if Riedel does not explicitly
object to them or accepts the provision of service of the Supplier
without reservation or if the Supplier refers to its own general terms
and conditions in its order, invoice, or other documents.
General terms and conditions of the Supplier shall only become
an integral part of the contract if Riedel has explicitly agreed totheir validity in writing and with explicit reference to the generalterms and conditions of the Supplier.
References to the applicability of statutory provisions in these
GTCP are for the purposes of clarification only. Therefore, even
without such clarification, the statutory provisions shall apply to theextent that they are not directly amended or expressly excluded inthese GTCP.

3.4

2.

Order and conclusion of contract

4.5

2.1

The scope of delivery, specifications, objectives, delivery dates,and prices are specified in the respective orders. Individual supply
contracts enter into force through acceptance of these orders.
In order to give Riedel the possibility to correct its order or place a
new order, the Supplier shall inform Riedel of any missing
documents or obvious errors and mistakes in the order and thecorresponding documents without delay after their discovery.
Irrespective of the details set out in the order, the scope of delivery
includes all parts, tools, documentation, plans, drawings, andother objects and documents required for the proper andserviceable functioning of the product.
Orders from Riedel and acceptance by the Supplier must always
be in writing. If the order document used by Riedel indicates this,no handwritten signature is required for the order to be valid.
In exceptional cases, Riedel may also place orders by simple email or verbally. Riedel shall send the order to the Supplier inwriting within 14 days of placing the order in the aforementioned
manner.
If the conclusion of contract depends on an order confirmation,
Riedel shall only be bound if this confirmation does not deviate
from the order.
The Supplier’s offers and cost estimates are binding and free ofcharge for Riedel. If, prior to the conclusion of contract, theSupplier creates offer or project documents, brochures,presentations, or similar documents or visits or attends meetingsor other appointments at Riedel’s premises, this shall not becompensated by Riedel.

1.2

1.3

1.4

1.5

2.2

2.3

2.4

2.5

2.6

2.7

3.

Change requests and changes in services

3.1

Riedel may at any time request changes, additions, andextensions to the contractual services (change requests). The
Supplier may object to a change request within two (2) weeks after
receiving it if implementing the change request cannot bereasonably expected of the Supplier.
The Supplier is obligated to present to Riedel a calculation of thetime and effort required to implement a change request, whichtakes into account the effect of the change on service provision
deadlines, remuneration, and resources used. If the Supplier
incurs additional expenses due to changes, the Supplier candemand an appropriate adjustment of the service provision
deadlines and the remuneration.
The agreement on the implementation of a change request,
including the resulting consequences for service provision
deadlines and the remuneration of the Supplier (change inservice), shall be fixed in writing by Riedel and the Supplier. The
relevant change in service shall take effect only once it is fixed inwriting. However, the Supplier is obligated, where reasonable andfeasible in terms of business and personnel, to begin

3.2

3.3

Riedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany

implementing the change request without delay prior to any
change in service.
If no agreement is reached on a change request, Riedel may
terminate the contract regarding the concrete service to bechanged without notice if Riedel cannot be reasonably expectedto adhere to this contract without the requested change.

4.

Basic principles of cooperation, personnel

4.1

The Supplier shall perform all agreed deliveries and services
professionally, punctually, and in accordance with the statutory
provisions and contractual agreements. The Supplier shall always
adhere to the expert standard of care by exercising the required
objective level of care.
Riedel is not obligated to provide material or other objects or tomeet cooperation obligations unless this is explicitly stipulated in
the order or if it specifically concerns Riedel’s own materials or
objects, without the provision of which the fulfillment of the contract
would be unreasonably impeded.
The Supplier is not authorized to represent Riedel in legaltransactions. No civil law partnership, other partnership, or joint
venture shall be established between Riedel and the Supplier.
The Supplier shall ensure that its personnel are deployed incompliance with all applicable statutory provisions. This includes,in particular, compliance with the applicable labor, minimum wage,social security, and collective agreement laws. The Supplier shallensure that, where applicable, personnel deployed have valid
work permits.
The Supplier’s employees shall not be assigned to Riedel or viceversa within the meaning of the Provision of Temporary Workers
Act (Gesetz zur Regelung der Arbeitnehmerüberlassung, AÜG).
Personnel deployed by the Supplier shall not enter into an
employment relationship with companies of the Riedel Group,
even if services are rendered in a company of the Riedel Group.
The Supplier may also use the personnel deployed by it to fulfill
contracts with third parties. Only the Supplier is authorized to give
instructions to its personnel (Clause 23.1 remains unaffected). It
shall ensure that its personnel are not integrated into a companyof the Riedel Group.
The Supplier shall be fully responsible for the payment of wages,salaries, taxes, incidental wage costs, and in particular of thesocial security contributions of its personnel. Riedel has no
obligations in this respect.
If the Supplier uses personnel for the fulfillment of the contract, it
undertakes to name a contact person to Riedel. Riedel shallgenerally forward concerns in connection with the fulfillment of thecontract to the contact person designated by the Supplier.
If a person employed by the Supplier to fulfill the contract isreplaced by another and if the Supplier has to train the employee,
this shall be at the expense of the Supplier and shall not result inany disadvantages for Riedel. Riedel may, in justified cases,
demand the replacement of a person assigned by the Supplier tofulfill the contract. Such a justified case exists in particular if theappointed person has violated statutory provisions or repeatedly
and significantly violated obligations to be observed in thecontractual relationship with Riedel. All costs incurred from thereplacement of a person shall be borne by the Supplier.

4.2

4.3

4.4

4.6

4.7

4.8

5.

Terms and conditions of delivery/service, partial deliveries
and transfer of risk

5.1

The Supplier is only entitled to partial deliveries/services with theprior express consent of Riedel.
The delivery dates and service provision deadlines specified in
Riedel’s order documents are binding for the Supplier. Irrespectiveof other rights of Riedel, the Supplier is obligated to inform Riedel
without delay in writing about foreseeable delays in delivery andservice provision. With the exception of Clause 3.3 of these
GTCP, early delivery or provision of services by the Supplier shall
only be permissible with the prior consent of Riedel.
Unless otherwise specified in the order, the Supplier shall always
make deliveries and render services postage-paid at Riedel’s
registered office. Accordingly, the transfer of risk is generally thetime of receipt of the goods at Riedel’s registered office. To clarify,
the timeliness of deliveries and services depends on their arrivalat the stated destination. The timeliness of deliveries or services
which are subject to acceptance shall depend on the time ofacceptance.

5.2

5.3

General Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG
5.4

5.5

The unconditional receipt or acceptance of deliveries or services
by Riedel does not constitute a waiver of statutory or contractual
claims by Riedel due to delays in delivery or service.
If the Supplier exceeds the agreed delivery date or service
deadline or does not deliver the agreed quantity of goods ordered,it shall owe Riedel a contractual penalty of 0.3% of the net ordervalue per day of delay up to a maximum contractual penalty of 5%of the net order value. This shall not apply if the Supplier is notaccountable for the delayed delivery. Other statutory or
contractual claims of Riedel shall remain unaffected. A contractual
penalty levied in this respect shall be offset against any claims fordamages by Riedel. Riedel may also demand the contractual
penalty if Riedel does not reserve it when accepting the delivery
or service; however, Riedel must make a reservation at the latest
upon payment of the last sum agreed for the delivery or service.

6.

Shipping/packaging

6.1

The Supplier shall observe the shipping instructions (in orders, bye-mail, etc.), any general shipping regulations of Riedel as well as
statutory requirements for shipping (e.g. regarding customs,labeling, etc.), unless these are not suitable for the successful
execution of the respective delivery. In this case, the Supplier shallnotify Riedel of the unsuitability and propose suitable alternatives
which come closest to the original shipping instructions.
The Supplier must notify Riedel of all deliveries and services ingood time, at the latest three (3) working days prior to dispatch, bymeans of a (dispatch) notice showing the type, quantity, and, if
applicable, the (net) weight in detail. In all dispatch and order
documents and in the associated correspondence, in particular in
notifications of dispatch, bills of lading, and invoices, the Suppliermust state the respective order number and, if applicable, material
number of Riedel as well as the quantity of the goods.
All goods shall be transported and delivered packaged, in so far
as the nature of the goods requires transport packaging. The
packaging must comply with all statutory and contractually agreed
product, packaging, and transport regulations; in particular, it mustbe safe for transport and appropriate to the respective mode oftransport. Packaging materials shall become the property ofRiedel.
If a delivery arrives at its destination in damaged packaging, Riedel
is entitled to reject the delivery as a whole without checking thecontents. The costs of any return shipment shall be borne by the
Supplier. The same shall apply if a delivery in damaged packaging
is handed over to Riedel or the carrier designated by Riedel, if
such a type of delivery has been contractually agreed.
Upon request and at Riedel’s option, the Supplier shall either takeback used packaging material or assume the costs of Riedel’sdisposal of packaging material upon submission of proof and in an
appropriate amount.
If waste within the meaning of German waste legislation is
generated in the course of the Supplier’s deliveries or services, theSupplier shall recycle or dispose of the waste at its own expensein accordance with the provisions of waste legislation. Ownership,
risk, and responsibility under waste legislation are transferred to
the Supplier at the time the waste is generated.

6.2

6.3

6.4

6.5

6.6

7.

Labeling and product information

7.1

All deliveries shall be labeled in accordance with the applicablelegal provisions and standards (e.g. CE, UL, ETL, FCC, etc.).
The Supplier shall provide Riedel with all necessary productinformation, e.g. safety data sheets, processing instructions,labeling regulations, assembly instructions, or work safetymeasures, including any changes thereto, in good time before
delivery or provision of service.
In particular, the Supplier is obligated to inform Riedel about any
licensing requirements for (re-)exports of goods in accordancewith German, European, and US export and customs regulations
as well as the export and customs regulations of the goods’
country of origin. For this purpose, the Supplier shall include thefollowing information in its offers, order confirmations, and invoices
for the relevant goods: (i) the export list number in accordance with
Annex AL to the German Foreign Trade and Payments Ordinance(Außenwirtschaftsverordnung) or comparable list items of relevant
export lists, (ii) for goods from the USA, the Export Control
Classification Number (ECCN) in accordance with US Export
Administration Regulations (EAR), (iii) the origin of the goods andof the components of the goods in a trade policy context, including

7.2

7.3

Riedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany

7.4

technology and software, (iv) the harmonized commodity code
(HS code) of the goods, and (v) a contact person responsible forexport law issues in the Supplier’s company.
Upon Riedel’s request, the Supplier is also obligated to provide
Riedelwithallfurther
foreign
trade
data
and
declarations/certificates of origin for the goods and components ofgoods in text form and to inform Riedel without delay (before
delivery of such goods) of any changes to the data in text form.

8.

Spare parts and readiness for delivery

8.1

The Supplier is obligated to stock a reasonable amount of spare
and wear parts, consumables, and other items which are required
recurrently in connection with the delivered goods (referred tojointly as Spare Parts) for the period of normal technical use of
the delivered goods, but at least for 10 years after the last delivery,
and to offer these to Riedel on reasonable terms.
If the Supplier ceases to deliver the goods during the period
referred to in Clause 8.1 or to deliver the Spare Parts after expiryof that period, it shall inform Riedel of this with a reasonable leadtime. In this case, Riedel shall have the right to place a final orderfor the goods and/or Spare Parts to a reasonable extent, which the
Supplier shall fulfill.

8.2

9.

Prices and remuneration/invoices/payment terms

9.1

All prices, remunerations, discounts, and other amounts of money
stated in the order documents of Riedel are quoted in Euro andare binding for the Supplier. They include all contractually agreed
services and any ancillary services required of the Supplier (e.g.
delivery/transport, assembly, installation, insurance, packaging,customs duties).
Services, costs, or expenses of the Supplier not expressly agreed
upon in the contract (e.g. travel times, travel expenses, room andboard) shall not be paid for or reimbursed separately by Riedel. If
Riedel and the Supplier have agreed in writing to reimburse travel
expenses, Riedel shall reimburse travel expenses only uponpresentation of appropriate receipts and supporting documents by
the Supplier.
If Riedel and the Supplier have agreed in individual cases thatcosts or expenses of the Supplier shall be reimbursed, thereimbursement shall only be net plus value added tax (if any), sothat any value added tax included in the gross expenses paid by
the Supplier shall be subtracted for the purposes of offsetting visà-vis Riedel.
Any price changes by the Supplier shall only be valid if they havebeen agreed in writing with Riedel and announced in writing atleast 3 calendar months before the planned entry into force.
All invoices of the Supplier must at least meet the statutory
requirements of Section 14 of the German VAT Act(Umsatzsteuergesetz, UStG). Any additional requirements (inparticular for services) can be specified in the individual orders.
Invoices which do not contain the minimum information specified
in Clauses 9.1 to 9.5 may be rejected by Riedel. Riedel reserves
the right to withhold payment until receipt of a proper invoice.
Riedel shall pay the Supplier’s invoices net within 30 days unlessotherwise agreed between the Parties (e.g. in individual contracts
or orders). These payment periods shall begin with completedelivery and/or service provision as well as receipt of a proper
invoice by Riedel. Insofar as acceptance of the service has been
agreed or is specified by law, the payment periods shall begin
upon acceptance and receipt of a proper invoice by Riedel.
If the delivery or service provision is not in accordance with thecontract, in particular if it is defective, delayed, or incomplete,
Riedel is entitled to retain payments until the delivery or service isprovided in accordance with the contract. A retention or set-off byRiedel against claims of the Supplier shall not result in the loss ofrebates, discounts, and similar payment reductions granted by the
Supplier. Other legal and contractual rights of Riedel remain
unaffected.
The Supplier acknowledges that Riedel may under certain
circumstances be obligated to deduct withholding tax regardlessof whether a double tax treaty exists. If necessary, the Supplier
can avoid this by presenting a tax exemption certificate from theFederal Central Tax Office.

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

General Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG
10. Title to goods/material provided
10.1 Goods to be delivered shall become the property of Riedel upondelivery to Riedel or to the company of the Riedel Group
designated as recipient by Riedel.
10.2 Any retention of title by the Supplier, whether in the form of aeinfacher Eigentumsvorbehalt (simple retention of title),
verlängerter Eigentumsvorbehalt (all-monies retention of title withextended clause), or erweiterter Eigentumsvorbehalt (all-monies
retention of title), shall be excluded. Riedel shall in any case beentitled to process, resell, or otherwise dispose of delivered goods
without the Supplier’s consent.
10.3 Riedel shall retain title to materials, tools, images, drawings,
calculations, and other objects and documents provided. If theParties have agreed to the provision of materials, tools, or otherobjects by Riedel, the Supplier may only use the materials or
objects provided for the execution of the contract. The materials
provided must be stored separately. The Supplier may process,combine, or mix the provided materials or objects only on behalfof Riedel. If the property rights of third parties remain in force
during processing, combination, or mixing with items of third
parties, Riedel shall acquire co-ownership of the new item basedon the ratio of the value of the item provided to the other item. If
the mixing is carried out in such a way that the Supplier’s item is
to be regarded as the main item, the Supplier hereby transfers pro
rata co-ownership to Riedel; the Supplier shall store the wholly
owned or co-owned items for Riedel.
10.4 In the event that Riedel provides the Supplier with tools, theSupplier shall use these exclusively for the manufacture of thegoods ordered by Riedel. The Supplier is obligated to insure thetools provided by Riedel at replacement value against damage
caused by fire, water, and theft at its own expense. At the sametime, the Supplier hereby assigns to Riedel all indemnification
claims arising from this insurance and Riedel hereby accepts theassignment. The Supplier is obligated to carry out the necessary
maintenance and inspection work as well as all servicing andrepair work on the tools provided in good time at its own expense.
10.5 Insofar as the security interests to which Riedel is entitled pursuant
to Clause 10.3 exceed the purchase price of all goods subject toretention of title not yet paid for by more than 10%, Riedel shall, at
its own discretion and at the Supplier’s request, be obligated torelease the security interests.
11. Acquisition of rights
11.1 The Supplier transfers to Riedel all property rights and industrial
property rights to all tangible and intangible objects, creations, andother (interim) results, in whatever form, which are or were
supplied, made available, or created in connection with theexecution of the contract or with the inclusion of information which
is not generally known or work of Riedel (referred to jointly asWork Results). This includes all registered and unregisteredintellectual property rights, including industrial property rights andsimilar rights, in particular trademarks, patents, utility models,registered designs, names, copyrights and ancillary copyrights,
technical and operational know-how, rights to Internet domains,
and the rights arising from corresponding applications andregistrations of all such rights as well as rights and claims to theserights.
11.2 If transfer in accordance with Clause 11.1 is not possible for legal
reasons, the Supplier grants Riedel the exclusive sub-licensable
and transferable right, unlimited in terms of time, place, andcontent, to use the Work Results for all known or currently
unknown types of use to the greatest possible extent. This
includes in particular the right to reproduce, distribute, publish,
exhibit, present, perform, demonstrate, make publicly accessible,
send, forward, and otherwise reproduce the Work Results in any
form, in all types of media, in all services, via all transmission
channels and regardless of the means and devices used. This also
includes the right to change, translate, edit, and otherwise modify
the Work Results and to use the results created in this way as
described above.
11.3 Riedel hereby accepts the above transfer and granting of rights
but is not obligated to exercise these rights. Insofar as isnecessary for the effective acquisition of the aforementioned
rights, the Supplier shall repeat the aforementioned transfer andgranting of rights at the time the respective Work Results areproduced. Riedel shall accept the transfer and granting of rights in

Riedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany

each case. The aforementioned transfer and granting of rights are
irrevocable to the extent permitted by law.
11.4 The Supplier agrees that it shall not be named and designated as
the author when the Work Results are used and that Riedel is not
obligated to make the Work Results accessible to the Supplier.
Riedel is entitled to the exclusive and unrestricted registration ofindustrial property rights in its own name.
11.5 The Supplier agrees to undertake all necessary actions in order toeffect the aforementioned transfer and granting of rights and tosupport Riedel in the registration, securing, and retention of rights
to the Work Results.
11.6 The aforementioned transfer and granting of rights shall also apply
beyond the term of the contract and, like the production of thecorresponding Work Results and their subsequent use, shall befully compensated by the contractually agreed remuneration,subject to mandatory statutory provisions.
12. Deployment of subcontractors
12.1 The Supplier shall fulfill its contractual obligations itself. The useof subcontractors or other third parties (referred to jointly as
Subcontractors) by the Supplier is only permitted with the priorwritten consent of Riedel.
12.2 If Riedel has consented to the involvement of a Subcontractor by
the Supplier, the Supplier shall impose on the Subcontractor all
obligations incumbent upon the Supplier vis-à-vis Riedel to theextent necessary for the proper fulfillment of the Supplier’s
contractual obligations. The Supplier shall ensure that
Subcontractors comply with all applicable statutory provisions, inparticular regulations of labor and social security law. In any case,the Supplier shall remain responsible and liable for the actions andomissions of the Subcontractor to the same extent as for its own
actions and omissions.
13. Obligation to examine and give notification of defects
13.1 The statutory provisions shall apply to the commercial duties of
Riedel to examine and give notification of defects (Section 377
German Commercial Code, HGB) with the following proviso:
Statutory examination deadlines shall only begin once the goods
have arrived at the registered office of Riedel or the company
designated by Riedel to receive them. Riedel’s obligation to
examine shall be limited to obvious defects, i.e. defects whichbecome apparent during an inspection of the exterior of incoming
goods, including the delivery documents (e.g. transport damage,wrong delivery, or delivery of an insufficient quantity). No technicalinspection is performed for incoming goods. Any related
notification of defects by Riedel shall be deemed to have been
given in good time if it is made within 10 working days of receipt of
the goods. Riedel may give notification of other defects (hidden
defects) to the Supplier within two (2) weeks of discovery.
13.2 If Riedel determines while examining the goods for obvious
defects that parts of the scope of delivery do not correspond to thestatutory or contractual requirements, Riedel can reject the entire
delivery.
13.3 In the event of notification of defects, a remark is recorded on thedelivery note with the reconfirmation of the delivering driver or
forwarding agent. In the event of acceptance subject toreservation, notification shall be given by fax within the period
specified in Clause 13.1.
14. Warranty and rights with regard to defects
14.1 The rights of Riedel in the event of material defects anddeficiencies of title of the goods or services and in the event ofother breaches of duty by the Supplier shall be governed by thestatutory provisions. The provisions of these GTCP shall also
supplement the statutory rights of Riedel in this respect.
14.2 The Supplier warrants that the delivered goods and provided
services fully comply with the contractual agreements. The
Supplier warrants in particular that the goods have the agreed
quality at the time of transfer of risk. In particular, all productdescriptions named or referenced in Riedel’s order shall be
regarded as the agreed quality, regardless of whether theseproduct descriptions originate from Riedel, the Supplier, or third
parties (e.g. manufacturers).
14.3 The Supplier warrants that the delivered goods and provided
services fully comply with the statutory provisions. This particularly
includes the current state of the art in the fields of science andtechnology, the applicable technical regulations and standards

General Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG(e.g. DIN, EN, ISO, VDE), and the applicable regulations regarding
minimum wage, occupational health and safety, accident
prevention, material, and customs (e.g. REACH, dual-use, etc.).
14.4 The Supplier warrants that all parts, materials, and services orother items required for the fulfillment of the order shall beobtained exclusively from authorized distributors and sources. In
addition, the Supplier warrants that it shall provide adequate
quality management (e.g. in accordance with ISO). At Riedel’srequest, the Supplier shall be obligated to submit corresponding
documentation (e.g. certificates) at its own expense.
14.5 The Supplier warrants that the contractually compliant use andapplication of the Work Results as well as the goods delivered andservices provided by the Supplier (e.g. import/export, storage,sale) does not infringe any rights of third parties, in particular any
patent rights, copyrights, or other intellectual property rights. The
Supplier shall indemnify Riedel and Riedel’s customers against all
claims arising from possible infringements of the rights of third
parties, shall be responsible for the defense against such claims
at its own expense, and shall bear all costs incurred by Riedel inthis context, in particular costs of legal defense and for adequate
license acquisition. If the Supplier does not defend or defends
inadequately against such claims, Riedel reserves the right toimplement all measures at the expense of the Supplier if the
Supplier has not implemented them after expiry of a reasonable
period.
14.6 In the event of defects in the goods or services, the Supplier shallprovide subsequent performance in accordance with the statutory
provisions. Subsequent performance shall be provided without
delay and free of charge and shall include, at Riedel’s option, theremedy of the defect or the delivery of a defect-free item. The
Supplier shall be entitled to a maximum of two (2) attempts at
subsequent performance.
14.7 If the Supplier owes subsequent performance, Riedel shall makethe defective goods available to the Supplier at the place they are
currently located. The Supplier’s subsequent performance shall
include any collection, removal, and transport of the defective
goods and the delivery and, if needed, installation of a defect-free
product delivered by way of subsequent performance, in eachcase at the Supplier’s expense and risk.
14.8 In the event that, after Riedel’s notification of defects, the Supplieris unwilling or unable to provide subsequent performance as
quickly as is necessary to prevent disproportionately greatdamages, even if Riedel were to set a short deadline forsubsequent performance, Riedel has the right to remedy thedefect itself or to have it remedied by third parties and to demand
reimbursement of the necessary costs and expenses. The same
shall apply if the Supplier has not remedied the defect after theunsuccessful expiry of an appropriate deadline set by Riedel.
14.9 After the unsuccessful expiry of an appropriate deadline set by
Riedel for subsequent performance, Riedel shall be entitled to thestatutory rights of withdrawal, reduction, and compensation ofdamages.
14.10
Contrary to Section 442 (1) sentence 2 of the German Civil
Code (Bürgerliches Gesetzbuch, BGB), Riedel is entitled to allrights with regard to defects without restriction even if Riedel was
not aware of the defect at the time of conclusion of contract forreasons of gross negligence.
14.11
The unconditional receipt of deliveries or services or theirtemporary use, as well as the payment of prices, remunerations,or other monetary amounts, does not affect any rights of Riedel(no waiver or loss of rights) and, if applicable, does not constituteacceptance.
14.12
The limitation period for deficiency claims of Riedel is 3 years
from delivery of the goods, unless a longer limitation period applies
according to the statutory provisions. The limitation period for
Riedel’s claims in tort resulting from a defect in the delivered goods
is governed by the statutory provisions.
15. Specific provisions for work performance
15.1 The Supplier is obligated to notify Riedel at least 10 working days
before the work performance is ready for acceptance unless thetype, scope, or complexity of the work performance require alonger notification period. Riedel shall be entitled to test thefunctionality of the services released for acceptance by the
Supplier free of charge within 20 working days after receipt of therelevant declaration of the Supplier, unless the type, scope, orcomplexity of the work performance require a longer notification

Riedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany

period. The acceptance of work performance shall in any case beformal. Partial acceptances and assumed acceptance areexcluded. This also applies if Riedel makes use of the work
performance without having previously declared its acceptance.
Any costs of the acceptance shall be borne by the Supplier.
15.2 The Supplier shall remedy defects in the work performancethrough subsequent performance, either by reworking or byreplacement delivery at Riedel’s option. If the reworking of thesame defect fails several times (at least three times) and if Riedel
cannot reasonably be expected to wait any longer, Riedel may
withdraw from the contract or reduce the agreed remuneration
after expiry of a reasonable grace period and threat of refusal. In
addition, Riedel may claim damages or compensation for any
fruitless expenditures within the scope of the statutory provisions.
Riedel’s right to self-help according to Sections 634 No. 2,
637 BGB remains unaffected.
15.3 Claims of Riedel due to defects in work that consists ofmanufacture, maintenance, or modification of an item or in theprovision of planning or monitoring services for this purpose, shallbecome statute-barred 3 years after acceptance in derogationfrom the statutory limitation period. The statutory limitation periods
shall apply to Riedel’s claims arising to defects in other works.
16. Specific provisions for rental of movable items
16.1 Riedel is not obligated to provide a deposit or other security.
16.2 Riedel is entitled to sublease the rented item in whole or in partand to allow third parties to use it. Riedel is entitled to permit thethird party to further sublet and allow use of the item.
17. Specific provisions for software and IT services
17.1 The Supplier is obligated to always provide Riedel with softwarewith suitable documentation and, in the case of custom software,
to give Riedel access to the relevant source code. If theperformance of a test or trial run is agreed, the Supplier shallinstruct Riedel to the necessary extent at its own expense.
17.2 In the event of the procurement of standard software on apermanent basis, the Supplier shall grant Riedel a non-exclusive,
irrevocable right of use to the software and the associateddocumentation, unlimited in terms of time, place, and content, atthe time the software is provided.
17.3 In the event of the procurement of standard software for a limited
period of time, the Supplier shall grant Riedel a non-exclusive rightof use to the software and the associated documentation,
unlimited in terms of place and content and limited to the term of
the contract, at the time the software is provided. The Suppliershall continuously develop the standard software provided to
Riedel for a limited period of time and make upgrades and newversions of the software available to Riedel regularly, but at least
once a year.
17.4 Riedel shall be entitled to the comprehensive use of standard
software provided by the Supplier for contractual use, both on apermanent and on a temporary basis. The authorized use includes
the running and 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 theright to make copies for backup and archiving purposes and forthe processing and development of programs by third parties for
Riedel which run concurrently with such software, in particular thecreation of interoperability with neighboring systems andprograms.
17.5 In the event of the procurement of custom software and IT
consulting services, the provisions on the transfer and granting ofrights to Work Results pursuant to Clause 11 shall apply. Theserights extend not only to the software but also to its source codeand the associated documentation.
17.6 Riedel is entitled to provide the companies of the Riedel Group
worldwide with software or individual programs provided by the
Supplier for their use if Riedel itself is entitled to use this software.
The granting of non-exclusive rights of use always includes theright of companies of the Riedel Group or third parties to exercise
the rights of use solely for the purposes of Riedel and thecompanies of the Riedel Group. This also applies to the right ofRiedel to transfer the rights of use to companies of the RiedelGroup and to third parties. Riedel can also cause the rights of use
to the software including documentation to be exercised by a third
party at another location and on systems not belonging to Riedel
or a company of the Riedel Group for the purposes of Riedel orGeneral Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG
the companies of the Riedel Group, for example in a third-party
data center.
17.7 If any special license terms of third parties are to apply when
Riedel uses the software provided by the Supplier, the Suppliermust provide these license terms to Riedel in full in printed orprintable form prior to conclusion of contract. If no such provision
is made, only the rights of use granted in these GTCP shall apply.
17.8 If maintenance services have been agreed in connection with thestandard software or custom software provided on a permanent
basis by the Supplier, the Supplier shall keep the software up todate according to the state of the art and free from malfunctions
and shall remedy any errors that occur. The statutory rights ofRiedel in the event of material defects and deficiencies of title
remain unaffected.
17.9 The provisions on the transfer and granting of rights to Work
Results pursuant to Clause 11 shall apply to results, documents,and other data in any form that are generated during or inconnection with the use of software provided by the Supplier.
18. Liability
18.1 Even if the Supplier is not at fault, it shall be liable for the
impairment or loss of materials, tools, and other objects which
Riedel has provided to the Supplier and to which Riedel has
retained title.
18.2 If the Supplier is responsible for a product defect, it shall indemnify
Riedel in the relationship between the Parties against all claims ofthird parties for product liability asserted against Riedel and/or the
Supplier. This shall also apply to any costs and expenses incurredby Riedel due to the product defect (e.g. in the context of recall
campaigns or legal defense). If a claim is asserted against Riedel,
Riedel shall notify the Supplier of the dispute and the Supplier shalljoin it.
18.3 Any other liability of the Supplier shall be governed by the statutory
provisions.
18.4 Riedel shall be liable without limitation (i) for damages caused by
willful misconduct or gross negligence, (ii) for the breach ofmaterial contractual obligations, i.e. obligations that must be
fulfilled for proper implementation of the contract and on theperformance of which the Supplier usually relies and is expected
to rely, (iii) for maliciously concealed defects, (iv) for damages
arising from death, bodily injury, or damage to health, (v) for claims
under the German Product Liability Act, and (vi) in the event of
Riedel expressly assuming a guarantee of quality. Any further
liability of Riedel is excluded.
19. Insurance policies
19.1 For the duration of the contractual relationship with Riedel(including any warranty and limitation periods), the Supplier isobligated to take out liability and product liability insurance policies
at conditions customary in the industry and with sufficient
coverage amounts.
19.2 Upon request, the Supplier shall provide Riedel with
documentation of the insurance cover it is obligated to maintain.
19.3 The Supplier’s insurance obligations regulated in the present
Clause 19 shall apply without prejudice to all statutory andcontractual rights of Riedel.
20. Set-off, retention right, and assignment
20.1 The Supplier can only offset undisputed or legally establishedclaims against claims of Riedel.
20.2 The Supplier can only exercise a right of retention if its
counterclaim is based on the same contract as Riedel’s asserted
claim.
20.3 The Supplier can only assign claims against Riedel, as well as
contractual obligations and rights, with the prior written consent of
Riedel.
21. Confidentiality
21.1 The Supplier is obligated to maintain confidentiality for an
unlimited period regarding all information in any form, e.g.
technical, financial, economic, legal, or fiscal information, personaldata, trade and business secrets, know-how, procedures,developments, measured values, drawings, and plans of Riedel orof companies of the Riedel Group or of third parties (Confidential
Information), which become or have become known to it during
and in connection with the fulfillment of the contract, and not torecord, transmit, or otherwise exploit such information, unless thisRiedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany

is necessary to achieve the respective purpose of the contract.
Confidential Information also includes the fact of concluding acontract with Riedel and the content of the contract.
21.2 This Confidential Information was not previously known or readily
accessible, either in its entirety or in detail. Therefore, it is of
economic value and there is a legitimate interest in keeping it
confidential. The Confidential Information is protected byappropriate confidentiality measures on the part of the respective
owner and recipient.
21.3 There shall be no transfer or granting of rights to Confidential
Information to the Supplier.
21.4 Riedel makes no representation that the Confidential Informationis complete, accurate, or usable.
21.5 The Supplier shall ensure in an appropriate manner that persons
and companies working for it who have access to Confidential
Information are themselves subject to the aforementioned
obligations.
21.6 If the Supplier is obligated to disclose Confidential Information due
to a statutory obligation or an official or court order, the Suppliershall inform Riedel of this in writing without delay and, uponrequest, support Riedel in protecting the Confidential Informationor having it protected to the greatest possible extent.
21.7 The Supplier shall acquire neither the title nor (outside the use of
the Confidential Information for purposes of contract execution)
further rights of use to the Confidential Information of Riedel. The
Supplier shall refrain from commercially exploiting or imitating theConfidential Information in any way other than for its intended
purpose (in particular by way of so-called “reverse engineering”)
or from allowing third parties to commercially exploit or imitate it,
and in particular shall refrain from applying for industrial property
rights—in particular trademarks, designs, patents, or utility
models—to the Confidential Information.
21.8 The Supplier is obligated to return all Confidential Information andits reproductions as well as all created materials which contain
Confidential Information or allow conclusions to be drawn about it
without delay upon request by Riedel or after the end of thecontract or to destroy it in the most secure way possible according
to the state of the art and to confirm the aforementioned actions inwriting to Riedel.
22. Data protection
22.1 During the execution of the contract, the Supplier shall comply withthe applicable data protection regulations and ensure that thepersons it employs comply with them. In particular, the Suppliershall take sufficient technical and organizational measures (Art. 32
GDPR) to ensure a level of protection of personal data appropriate
to the risk.
22.2 If the Supplier comes into contact with personal data of Riedel (inparticular of employees or contractual partners) during theprovision of services as intended, the Supplier shall conclude a
Data Processing Agreement (Art. 28 GDPR) with Riedel if this isrequired in accordance with the applicable data protection law.
22.3 Riedel shall be entitled to terminate the contract in whole or in partif the Supplier culpably breaches its obligations under the present
Clause 22 and does not comply with them within a reasonable
period set by Riedel or if the Supplier breaches its data protection
obligations willfully or through gross negligence.
23. Company premises and safety guidelines
23.1 On the premises of Riedel and other companies of the RiedelGroup, the Supplier shall comply with the applicable house rules
and the relevant safety regulations as well as with the relevant
instructions of Riedel personnel.
23.2 The Supplier is obligated and shall in turn obligate its appointed
personnel to comply with all internal safety guidelines of Riedel
brought to its attention if these are applicable to the provision ofservices. If the Supplier is for any reason unable to comply with
Riedel’s safety guidelines, the Supplier shall submit a request foran exemption to its designated contact person at Riedel. The
granting of such an exemption is at the discretion of Riedel andcan only be carried out by the Supplier’s contact appointed by
Riedel for this purpose. If the Supplier only becomes aware ofsafety guidelines after conclusion of contract and if the Supplier is
not in a position to comply with the safety guidelines or is only in aposition to do so at considerable additional expense, it must inform
Riedel of this in writing without delay. In this case, Riedel and theGeneral Terms and Conditions ofProcurementof RIEDEL Communications GmbH & Co. KG
Supplier shall make every effort to find an appropriate solution
and, if necessary, to amend the contractual agreements.
24. Applicable law/place of jurisdiction
24.1 The contractual relationship between Riedel and the Supplier,these GTCP, and all rights arising out of or in connection therewith
shall be governed exclusively by German law subject to the
exclusion of its private international law. The United Nations
Convention on Contracts for the International Sale of Goods(CISG) is excluded.
24.2 The exclusive place of jurisdiction for all disputes arising from orin connection with the contractual relationship between Riedel andthe Supplier and these GTCP is the location of the registered officeof Riedel, Wuppertal, Germany. In addition, Riedel is entitled, at
its own discretion, to bring an action against the Supplier at thelocation of its registered office.
25. Amendments to these GTCP
Riedel reserves the right to change these GTCP at any time. The
amended Terms and Conditions of Procurement shall be
communicated to the Supplier prior to their entry into force, subject
to a reasonable period of notice, and shall apply to all futurecontracts between Riedel and the Supplier.
26. Concluding provisions
26.1 The German version of these GTCP shall take precedence overthe English version. The English version is only a non-bindingtranslation.
26.2 If the term “in writing” or “written form” is used in these GTCP, thisgenerally means “in writing” within the meaning ofSection 126 BGB. The electronic exchange of copies of
documents with handwritten signatures is sufficient for thispurpose. Simple e-mails are not sufficient.
26.3 No verbal side agreements have been made.
26.4 Should a provision of these GTCP prove to be or become void,
invalid, or unenforceable in full or in part, this shall not affect thevalidity or enforceability of the remaining provisions of these
GTCP. Riedel and the Supplier shall be obligated to replace theinvalid provision by a provision which, as far as legally possible,
comes closest to what the Parties would have agreed upon
according to the aim and purpose of these GTCP if they had
recognized the invalidity of the provision. This severability clauseis not intended to merely reverse the onus of proof, but to exclude
Section 139 BGB in its entirety.
As at: December 11, 2019

Riedel Communications GmbH & Co. KG | Uellendahler Str. 353 | 42109 Wuppertal | Germany