General Terms and Conditions of Purchase, Status 01/2022_______________________________________________________________________________________________________________________
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2.1
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2.3
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4.1

4.2

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6.1

6.2

6.3
6.4
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7.1
7.2

8.
8.1

Scppe of Validity: Unless otherwise agreed to in writing, theseGeneral Terms and Conditions of Purchase shall exclusively apply
to these and all future orders/contracts. We shall not be bound byconflicting or additional terms of the contractor ("Contractor") evenif we have not expressly contradicted these terms or have accepted
delivery without reservation.
Order, Offer:
Any oral additional agreements regarding the order/contract must
be set down in writing to be effective.
In the event of good and sufficient cause in the context of a continuing obligation or if insolvency proceedings are filed against the assets of the Contractor and the Contractor has not yet performed thecontract or has not performed it in full, we shall be entitled to withdraw from the contract or - in the case of continuing obligations - toterminate the contractual relationship without notice.
Contractor offers shall be provided free of charge; cost estimates
shall not be reimbursable unless otherwise agreed in writing.
Correspondence: In all correspondence the Contractor shall indicate the order number and the date of the order/contract and thematerial number/material designation awarded and communicatedby us.
Quality, Compliance:
The Contractor shall maintain a quality assurance system, e.g. inaccordance with DIN ISO 9001 and/or DIN ISO 14001. We shall beentitled to review the Contractor's system by way of quality audits
as mutually understood.
When providing its supplies and services the Contractor shall comply with all applicable laws and regulations, in particular those relating to the prevention of corruption. Unless already agreed upon separately, our Code of Conduct for Suppliers, available athttps://www.alzchem.com/de/agb/, shall additionally apply. Any violation of Clause 4.1, Sentence 1 in connection with the legal relationship between the Contractor and us shall constitute a breach ofcontract which, irrespective of any further claims, shall entitle us toterminate the contract for cause.
Subcontractors: Calling in subcontractors, including for parts ofthe tasks taken over by the Contractor, shall require our prior writtenconsent. The Contractor shall impose all obligations incumbent onhim towards us on the subcontractors with regard to the tasks they
have assumed; the obligations arising from these General Terms
and Conditions of Purchase are also included therein. The Contractor shall be responsible towards the subcontractor for the proper
performance of the tasks taken over by him.
Transport:
The Contractor shall take note of the address indicated in the order/contract. The tariff, transport and packaging regulations of therespective railway company, the respective shipping company, therespective air transport company, etc., as well as the road traffic
regulations must be complied with. This is particularly applicable inthe case of any existing customs and dangerous goods regulations.
The goods are to be packed in such a way that transport damage
as well as superfluous waste are avoided. The Contractor is obliged
to select the most economical mode of transportation unless wehave given specific instructions for transport.
In addition to the forwarding address, the order information (orderno., order date, place of delivery, the name of the recipient, if applicable, and the material number/material designation awarded by usrespectively communicated by us) shall always be included in thetransport documentation. The Contractor shall obligate the subcontractors to indicate the Contractor as their principal in correspondence and in forwarding documents (showing full order data).
The unit load weight (from 1 t onwards) shall be affixed to the unitload in a clearly visible and permanent manner.
Without prejudice to our further claims, the Contractor is only entitled to partial delivery/performance upon our approval.
Information on Hazardous Materials, Product Information:
The delivery items are to be labelled in accordance with applicableregulations (e.g. for hazardous materials).
The Contractor is obliged to provide us prior to delivery and in atimely manner with all necessary product information, especiallywith respect to product composition and shelf life/service life, e. g.
in the form of safety data sheets, processing advice, labelling regulations, assembly instructions, workers' protection measures, etc.,
including any amendments to the foregoing.
Delivery Period, Delay:
The delivery date indicated in the order shall be binding. The Contractor is obligated to inform us without undue delay and in writing
whenever there is an indication that he might not be able to perform

within the agreed time period. We shall be entitled to the damages
stipulated by law in the event of delayed delivery.
8.2 The Contractor may only invoke the absence of necessary documents/information to be supplied by us if he has not received themwithin a reasonable period of time despite a written reminder..
8.3 We shall be entitled to enforce individually agreed and forfeited contractual penalties until the due date of the final payment without specifically reserving the right to do so according to Section 341 (3) of
the German Civil Code.
9.
Performance Certificates and Acceptance: Any performance certificates provided for under contract as well as the acceptance shallbe made free of charge to us and certified in writing.
10. Weights/Volume: Without prejudice to our further claims in theevent of discrepancies in weight the weight established by us upon
the inspection of incoming goods shall prevail unless the Contractor
proves that the weight calculated by him at the time of passing of
the risk was measured correctly in accordance with a generally accepted method. The same applies to volumes/volume deviations.
11. Prices, Billing and Payment Conditions:11.1 The price stated in our order shall be binding. Unless otherwise
agreed in individual cases, the price shall include all ancillary services (e.g. assembly, installation) and ancillary costs (e.g. proper
packaging, transport costs, including any transport and liability insurance).
11.2 The invoice shall be sent separately to the invoice address specified
in the order. Invoices must comply with the applicable legal requirements. In each invoice the value added tax must be stated separately or, in the case of a tax exemption, reference has to be madeto the statutory regulation.
11.3 Unless otherwise agreed, we will pay within a period of 30 days net.
The payment period starts upon delivery of goods at their destination (address for shipments) or upon acceptance of the work performance, however, not before the proper receipt of the invoice. Payment does not imply acceptance. Payments may be made by deducting a withholding tax if the biller does not provide an exemption
certificate.
11.4 We shall be entitled to rights of set-off and retention as well as thedefense of non-performance of the contract to the extent provided
by law. In particular, we shall be entitled to withhold payments due
as long as we are still entitled to claims against the Contractor arising from incomplete or defective performance. The Contractor shallhave a right of set-off or retention only on the basis of counterclaims
that have become res judicata or are undisputed.
12. Notice of Defect: We shall conduct an incoming goods inspectionin terms of externally visible (transport-) damage and apparent differences in identity and quantity only (by comparison with the bill ofdelivery). Such defects will be notified immediately after delivery. In
addition we notify defects immediately after detection according to
the facts of the proper business process.
13. Claims for Defects, Liability of the Contractor:
13.1 The Contractor undertakes that goods delivered/services supplied
shall have the individually guaranteed properties and the contractually agreed characteristics, shall be suitable for the contractually
stipulated use, shall not be impaired in their value and suitability,and shall comply with the generally accepted technical rules andstandards as well as all applicable statutory and regulatory provisions.
13.2 Inasmuch as delivery/service fails to meet the requirements of Section 13.1 or in case of defects for other reasons, we may demand at
our option – in addition to any statutory rights – that the Contractor
will carry out the subsequent performance free of charge and without delay for us and reimburse us for all expenses incurred by us asa result of the subsequent performance.
13.3 If subsequent performance by the Contractor has failed or is unacceptable for us (e.g. due to a risk to operational safety or the threatof disproportionate damage), there is no need to set a deadline; weshall inform the Contractor of such circumstances without delay, if
possible in advance.
13.4 If the Contractor has assumed a guarantee for the quality or durability of the service/delivery, we may also assert claims under saidguarantee.
13.5 Contractor is liable for defect of title under statutory provisions, especially when products/services or their contractually agreed use
infringe patents or other intellectual property rights of third parties.
If we are held liable for such infringement by third parties, the Contractor undertakes to hold us harmless from and indemnify us
against all culpably caused claims (including court and litigationfees) that arise against us or in conjunction with the third party’sclaims. We shall not be entitled to enter into any agreements at theGeneral Terms and Conditions of Purchase, Status 01/2022_______________________________________________________________________________________________________________________
expense of Contractor with the third party without the express approval of the Contractor.
13.6 Otherwise, the Contractor's liability shall be exclusively governed bystatutory regulations. The Contractor undertakes to hold us harmless from and indemnify us against all third party damage claims, if
the Contractor or one of his sub-suppliers have caused the productdefect associated with the liability claim and are responsible for it.
13.7 We or any third party authorized by us are entitled to do repair workon the goods delivered despite any intellectual property rights of theContractor.
14. Statute of Limitations:14.1 The mutual claims of the contracting parties shall become statutebarred in accordance with the statutory provisions, unless otherwisestipulated below.
14.2 Notwithstanding Section 438 (1) No. 3 of the German Civil Code(BGB), the general limitation period for claims for defects shall be 3years from the passing of the risk. Insofar as acceptance has been
agreed, the limitation period shall commence upon acceptance. The
3-year limitation period shall also apply to claims arising from defects of title, whereby the statutory limitation period for third parties'
claims in rem for the surrender of possession (Section 438 (1) No.
1 of the German Civil Code) shall remain unaffected; in addition,claims arising from defects of title shall not become statute-barredin any case as long as the third party can still assert the right against
us - in particular in the absence of limitation.
14.3 The statutory limitation periods provided by the Purchase Law, including the above-mentioned extensions, shall apply – to the extent
provided by law – to all contractual warranty claims. Insofar as weare also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 of the German Civil Code) shall apply for this, unless the application of thelimitation periods provided by the Purchase Law leads to a longerlimitation period in individual cases.
15. Suppliers' recourse:
15.1 We have an unlimited right statutory right of recourse within a supply
chain (supplier recourse pursuant to §§ 445a, 445b, 478 of the German Civil Code) in addition to the warranty claims. In particular, weshall be entitled to demand from the Seller exactly the type of subsequent performance (repair or substitute delivery) that we owe toour customer in the individual case. Our statutory right of choice(Section 439 (1) of the German Civil Code) shall not be limited
hereby.
15.2 Before we acknowledge or fulfil a warranty claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) of the German CivilCode), we shall notify the Seller thereof and request a written statement, briefly stating the facts of the case. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the warranty claim actually granted by us
shall be deemed to be owed to our customer. In this case, the Contractor shall have the burden of proof to the contrary.
15.3 Our claims from supplier recourse shall also apply if the defective
goods have been further processed by us or another contractor, e.g.
by processing into another product.
16. Insurance:
16.1 The Contractor must maintain liability insurance with terms and conditions customary in this branch, minimum coverage of Euro 2 million per damaging event, for the duration of the contract, including
the guarantee and warranty period or statute of limitation. The Contractor must provide documentation of his insurance coverage uponrequest; lower amounts covered shall be coordinated with us ineach individual case.
16.2 We take out transport insurance for all shipments directly delivered
to us (e. g. deliveries under sales contracts, contracts for work andmaterials, maintenance contracts or deliveries of specially manufactured products, but not the delivery of materials for contracts forwork executed by the Contractor on our plant site).
17. Information: All information, including drawings and other materials
we require for assembling, operating, servicing or repairing the delivery items shall be provided to us by the Contractor in good time,
without any special request and without charge. Our rights underSection 434 (2) of the German Civil Code remain unaffected.
18. Entry to the Plant Site/Construction Site: When entering our plantsite/our construction site all persons shall follow the instructions ofour trained personnel. Any entry onto our plant site must be notified
in due time. If work is to be rendered at the plant site/construction
site, the appropriate building site regulations shall apply. In addition
the Contractor shall inform himself about the local regulations (e.g.
safety regulations) and shall comply with them.

19.

Liability: We, our legal representatives and all our employees shallbe liable only for intent, gross negligence or if the breach of our contractual obligations violates the essence of the contract (essentialobligations). In the event of slight negligence of essential duties, ourliability for damages and recourse claims shall be limited to foreseeable damage typical for a contract of this nature and amounts to amaximum of Euro 100,000.- or the invoice value of the respective
goods or services if this value exceeds Euro 100,000.-. This shallnot apply if the Act on Liability for Defective Products (Product Liability Act) or other statutory requirements make us compulsorily liable in the event of endangering the life, body or health of others orcausing damage to private property.
20. Waste Disposal: As far as waste as defined by the waste management law is generated in connection with the Contractor's deliveries/work, he shall recycle or remove such waste, subject to any
written agreement to the contrary, at his own expense in accordancewith the regulations of the waste management law.
21. Confidentiality, Prohibition of Reproduction, Data Protection:
21.1 The Contractor undertakes to keep confidential any information,knowledge and documents, e. g. technical and other data, personaldata, measured values, technology, business experience, businesssecrets, know-how, drawings and other documentation (hereinafter:"Information") received from us or disclosed in any other way by ourdomain or the domain of another company of our Group, and shallnot disclose such Information to third parties, but use it for the purpose of executing the respective order/contract only. The Contractor
undertakes to return all Information delivered to him in a tangible
form such as documents, samples, specimens, or the like without
undue delay upon our request without retaining any copies or notes.
In addition, he shall delete his own notes, compilations and evaluations containing Information without undue delay upon our request
and shall confirm this to us in writing.
21.2 No ownership, license, reproduction, use or other rights shall begranted by the communication or provision of Information, irrespective of whether industrial property rights exist therefor or not. We
alone have the property and industrial property rights to the Information provided by us.
21.3 The Contractor shall be obligated to comply with all provisions ofdata protection law as amended from time to time and shall observe
such provisions. The Contractor shall instruct all employees in accordance with the relevant data protection provisions and oblige
them to maintain data secrecy. These declarations shall be presented to us upon request.
21.4 The installation and/or use of remote access shall only be permittedwith our prior written consent.
22. Planning Documents: Any drawings or drafts etc. made by theContractor according to our specifications shall become our unrestricted property without any additional payment, even if the respective documents remain in the Contractor's possession. Any statements of the Contractor to the contrary, e.g. on the documents
handed out to us, shall not be binding.
23. Advertising Materials: The Contractor may refer to the mutual
business relationship in his informational and advertising materials
with our express prior written consent only.
24. Prohibition of Assignment: Contractor's assignments outside thescope of application of section 354 (a) of the German Commercial
Code are prohibited; any exceptions shall become effective upon
our prior written consent only.
25. Force majeure, undue hardship: In the event of force majeure, weshall be released from our acceptance and performance obligations
to the extent of the disruption caused thereby. The same shall apply
in the event of other unforeseeable, unavoidable and non-culpable
events beyond our control, such as labor disputes, official decrees,
traffic or operational disruptions, a loss of the concerned sales markets, and circumstances that make the performance of the affectedbusiness sustainably uneconomical for us. If these events last
longer than 3 months, we are entitled to withdraw from the contract.
26. Severability Clause: Should any of these General Terms and Conditions of Purchase be partly or totally invalid, this shall have no effect on the validity of the remaining conditions.
27. Place of Jurisdiction and Applicable Law:
27.1 In case that the Contractor is a merchant, the exclusive place ofjurisdiction shall be the location of the registered office of our company. We are entitled, however, to take legal action to before thecourt having jurisdiction at the Contractor's place of business.
27.2 The contract and the legal relationship between the Contractor andus shall be governed by the substantive law of the Federal Republicof Germany excluding the UN Convention on Contracts for the International Sale of Goods. If any trade terms have been agreed

General Terms and Conditions of Purchase, Status 01/2022_______________________________________________________________________________________________________________________pursuant to the International Commercial Terms (INCOTERMS),
they shall be interpreted and applied according to INCOTERMS
2020.