English translation for information purposes only. The German version is binding.

SIKA AUTOMOTIVE HAMBURG GMBHTERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT - 07/2020
I. General – Scope of application
1. These Terms and Conditions of Sale, Delivery and Payment apply to all business
relationships with our customers providing that the customer is an entrepreneur(section 14 German Civil Code (BGB)), a legal person under public law or a special
fund under public law.
2. Unless otherwise agreed, the Terms and Conditions of Sale, Delivery and Payment
also apply to similar future agreements in the version applicable at the time thecustomer places its order.
3. Our Terms and Conditions of Sale, Delivery and Payment apply exclusively in
relation to our customers. Deviating, opposing or supplementary terms andconditions of the customer will only become components of the contract if we haveexpressly consented to their application. This consent requirement always applies,
especially also in cases where we perform a contract in awareness of the terms andconditions of the customer without expressing a reservation.
4. Individual agreements concluded with the customer in the individual case(including collateral agreements, additions and amendments) will always takeprecedence over these Terms and Conditions of Sale, Delivery and Payment. A
written agreement or written confirmation will be decisive for determining thecontent of such agreements unless there is counter-evidence.
5. Declarations and notices which must be submitted to us by the customer after
conclusion of the contract (e.g. deadlines, notices of defects, rescission declarations
or price reductions) must be in text or written form to be valid.
6. References to the application of statutory provisions are for clarification only. The
statutory provisions therefore also apply even where there is no such clarifyingreference providing they have not been modified or expressly excluded in theseTerms and Conditions.
II. Offers and conclusion of the contract, content of the service
1. Our offers are non-binding. Orders will be deemed to be binding offers. Orders will
be accepted within four weeks by way of sending order confirmation or by making
the deliveries ordered without reservation.
2. The technical data and descriptions in the respective product information or
advertising material are not guarantees of quality or durability of the goods to bedelivered by us. However, they must be observed with when the goods areprocessed.
3. In the case of sales on the basis of prototypes or samples, these merely describe
professional compliance with the prototypes/samples but do not constitute a
guarantee for the goods to be delivered by us.
4. We will only be bound by collateral agreements to the purchase contract,
especially oral agreements, information, recommendations, suggestions and otheragreements with our employees if they have been confirmed in writing or by way of astandard form; they do not constitute a consulting agreement unless such an
agreement is expressly agreed in writing.
III. Prices, terms of payment, default with payment
1. The prices stated at the time when the respective contract is concluded, especiallythose quoted in the order confirmation or the prices as per our price list, apply. The
respective applicable amount of value added tax applicable on the day of delivery as
well as the costs for proper postage, the costs of shipment from our office or ourwarehouse, the freight charges and, where agreed, the costs for the shipping
insurance are due on top of these prices. In the case of deliveries abroad, countryspecific levies may also be due.
2. We reserve the right to reasonably adjust our prices; we reserve the right toincrease our prices following increases in the costs of raw materials at all times.
3. Our invoices are due for payment within 30 days net. After expiry of the datestated on the invoice, the customer will automatically fall into default without theneed for a further reminder.
4. The customer is only entitled to rights to offset and rights of retention if its
counterclaims have been determined by a court of law or we have acknowledged
them in writing. Furthermore, the right of retention only applies if the counterclaim
asserted arises from the same contractual relationship as our claim.
5. If the customer does not pay invoices which are due, misses a payment deadline or
the financial situation of the customer deteriorates, we have the right to demand
payment of the entire outstanding debt of the customer and, by modifying theagreements made, request advance payments or security or, once delivery has been
made, immediate payment of all of our claims arising from the same legal
relationship.
IV. Delivery period and time of performance, delayed performance
1. Agreed delivery dates are only approximations unless otherwise expressly agreed
in writing. If delivery dates are not observed for reasons for which we areresponsible, the customer can rescind the contract after fruitless expiry of areasonable subsequent deadline it sets.
2. We will only fall into default on expiry of a reasonable subsequent deadline set by
the customer. In the case of force majeure and other unforeseeable circumstances
for which we are not responsible, such as, e.g. operational disruptions, production
system outages, overstepping of deadlines or our suppliers failing to supply as well as
operational interruptions owing to a lack of raw materials, energy or workers, strike,lockout, difficulties with procuring means of transport, traffic disruptions,interventions by the authorities, we will have the right to postpone the delivery or
performance for the duration of the impairment plus a reasonable start-up period. If
the delivery or performance is delayed by more than one month as a result of this,both we and the customer will have a right to rescind the contract in writing
excluding any compensation claims subject to the preconditions set out under

section VIII of these Terms and Conditions of Sale with respect to the quantity
affected by the delivery disruption.
3. In all cases of default our duty to pay compensation is limited in accordance withthe provisions in section VIII.
4. We have a right to make reasonable part-deliveries and to provide partperformance within the agreed delivery periods.
5. We reserve the right to assert the defence of non-performance of the contract.
V. Passage of risk, costs of shipping and packaging
1. Unless otherwise expressly agreed in writing, the delivery is ex our works orwarehouse and must be collected from there by the customer at its own risk. In thiscase the risk of accidental loss and accidental deterioration after it has been
prepared for collection will pass to the customer at the time when the customer
receives notification that it is ready for collection. In all other cases the risk ofaccidental loss and accidental deterioration of the delivery items will pass to thecustomer when they are handed over to the freight carrier.
2. Borrowed containers and borrowed packaging must be returned within 60 days
empty and carriage paid by the customer; any loss of or damage to the borrowed
containers and borrowed packaging must be borne by the customer. Borrowed
packaging (containers) may not be used for other purposes or for other products.
They are exclusively intended for the shipment of the delivered goods.
Markings may not be removed. We will not take back single use packaging. Instead
we will notify the customer of a third party which will take back the packaging inaccordance with the German Packaging Regulation (Verpackungsverordnung).
VI. Duties of the customer/safeguarding retention of title
1. The delivered goods will remain our property until full payment of the purchaseprice plus all open invoices. Including the purchase price claim against the customer
in a current account and the recognition of a balance does not affect our retention of
title.
2. The customer must treat the purchased item with due care; in particular, it must
sufficiently insure it at its new value at its own cost against loss, damage anddestruction. The customer hereby assigns its claims arising from insurance policies tous now in advance. We hereby accept this assignment.
3. The customer may neither pledge the goods which are our property nor assign
them as security. However, it does have a right to sell on and process the delivered
goods in the framework of ordinary business practice. This right does not exist if thecustomer has assigned a claim arising from the onward sale or processing of thegoods to a third party in advance or has agreed a prohibition on assignment with it.
4. The customer hereby assigns, for the purpose of securing all of our claims arisingfrom the legal relationships with it, all claims, including those which arise in the
future, arising from any onward sale/processing of the goods delivered by us
together with all ancillary rights up to a total of 110% gross of the value of thedelivered goods with a rank higher than the remaining part of its claims. We hereby
accept this assignment and have the right to disclose this assignment at any time.
5. While and providing that the customer complies with its payment obligations
towards us, it has the right to collect the claims against its customers which havebeen assigned to us. In these cases the customer has a duty to directly forward to us
the amounts collected or, where this is not possible, to keep these safe in trust for us
separately. The right to collect the claims will lapse if the customer defaults for morethan 14 days on more than 25 % of all of its payment obligations.
6. On request by us the customer must inform its debtors of the assignment andinstruct them to make payments, up to the amount of our claims against thecustomer, to us. We have the right, at any time, to also inform the customer's
debtors ourselves and to collect the claims. We will not make use of this right while
the customer fulfils its payment obligations without delay. In the event that thecustomer should fall into default, the customer must inform us on request of theclaims it has assigned and their debtors, provide us with all information necessary for
us to collect the claim and hand over to us the documents necessary to collect theclaims.
7. In the case of pledges or other interference by third parties, the customer must
inform us in writing without undue delay.
8. The processing, working or transformation of goods delivered subject to retentionof title will always be for us without this leading to any liabilities for us. If the goods
delivered subject to retention of title are processed, combined or attached to othergoods which do not belong to us, we will acquire shared ownership of the new item
whereby our share will be calculated on the basis of the ratio between the value ofthe goods delivered by us and the other items. The customer will keep the resulting
sole ownership or shared ownership safe for us. The customer hereby assigns theclaims which arise from the sale of these new products in which we have rights of
title to us now in advance as far as our shared ownership in the sold goods isconcerned for the purpose of security. If the customer joins or combines thedelivered goods with a main item, it hereby assigns its claims against the third party
up to the value of our goods to us now in advance. We hereby accept thisassignment.
9. We undertake to release the securities provided for us at our discretion on request
by the customer to the extent that the recoverable value of our securities exceeds
our claims against the customer to be secured by more than 20 %.
10. In the case of conduct by the customer in breach of contract, especially in thecase of default with payment of more than 10 % of the invoice amount for more than
14 days as well as for the event that an application for insolvency proceedings is filed,
we have the right – irrespective of any further (compensation) claims to which we
may be entitled – to rescind the contract and to request return of the goods we haveEnglish translation for information purposes only. The German version is binding.
delivered. In this case the request for return of the goods will also contain the
declaration of rescission.
VII. Customer's rights in the event of defects
1. The customer must notify us in writing without undue delay, and within seven daysof receipt of the goods by the customer at the latest, of obvious defects, incorrect
deliveries and deviations in terms of quantity; otherwise the goods will be deemed tohave been accepted. Concealed defects must be notified to us in writing without
undue delay and at the latest seven days after they are discovered. The customer has
the duty to check, where necessary by way of test processing, whether the delivered
goods are free from defects and suitable for the intended use. This also applies if
components are added which were not purchased from us. If defects are only
determined during processing, the work must immediately cease and the not yet
processed, unopened packages secured. These must be provided to us for inspection
on request.
After three months from the passage of risk to the customer in accordance withsection V. 1 notifications of concealed defects are excluded and will be regarded aslate to the extent that the customer can reasonably be expected to have recognised
them. In the case of a late notification of defects the customer will lose its rights fordefects set out under section VIII unless we maliciously concealed the defect.
2. In the event of defects in goods delivered by us we have a duty to either, at ourdiscretion, provide subsequent improvement or to deliver goods which are free fromdefects (subsequent performance) providing that we are not responsible for intent or
gross negligence. If we are not prepared or not in a position to provide subsequent
performance, especially where this is delayed beyond a reasonable period forreasons for which we are responsible or if the subsequent performance fails, thecustomer will have the right to either, at its discretion, rescind the contract or reduce
the purchase price. Subsequent improvement will be deemed to have failed after thethird attempt.
VIII. Rights and duties of our company
1. Our company will only be liable for damage or futile expenses, irrespective of thelegal basis for this, if the damage or the futile expenses:a) was/were caused by us or one of our vicarious agents through culpable breach ofan essential contractual duty orb) was/were caused by gross negligence or an intentional breach of duty by us or oneof our vicarious agents. Pursuant to section VIII. 1 a) and b), we will only be liable fordamage or futile expenses caused by advice or information for which separate
remuneration is not payable where there is an intentional or grossly negligent breachof duty unless this breach of duty constitutes a material defect within the meaning ofsection 434 German Civil Code in the goods delivered by us.
2. Pursuant to section VIII. 1 a), we will only be liable for the breach of an essential
contractual duty if there is no gross negligence or intent. Our liability forcompensation is limited in this connection to damage which is foreseeable andtypical. In such cases we will especially not be liable for lost profit of the customer
and unforeseeable consequential damage. The above limitations of liability pursuant
to sentences 1 and 2 apply in the same way to damage caused as a result of grossnegligence or intent by our employees or parties commissioned by us. We will not beliable for indirect damage of the customer which it suffers as a result of third parties
asserting contractual penalty claims.
3. If we are liable pursuant to section VIII. 1 b) for the breach of an essential
contractual duty, our liability is limited in terms of amount, where there is no
instance of gross negligence or intent, to the amount covered by a corresponding
insurance policy.
4. The limitations of liability set out in section VIII. 1 to 3 do not apply if our liability isstrict as a result of the provisions of the German Product Liability Act(Produkthaftungsgesetz) or if claims are being made against us on the basis of an
injury to life, body or health. If the goods delivered by us are missing a warranted
characteristic, we will only be liable for such damage, the lack of which was the
subject of the warranty.
5. Further-reaching liability for compensation in addition to what is set out in section
VIII. 1 to 4 is excluded. This especially applies to compensation claims resulting fromfault at the time of conclusion of the contract in accordance with section 311(3)German Civil Code, positive breach of contract pursuant to section 280 German Civil
Code or claims under section 823 German Civil Code.
6. To the extent that this liability for compensation is excluded or limited inaccordance with section VIII. 1 to 5, this also applies in respect of the personal
liability for compensation of our employees, workers, staff, representatives andvicarious agents.
IX. Limitation of claims
1. Claims of the customer on grounds of defects or services provided in breach ofcontract – including compensation claims and claims for reimbursement of futile
expenses – will lapse within one year from the commencement of the statutory
limitation period unless section IX. 2 to 5 below provides otherwise.
2. If the customer is an entrepreneur and if it or another purchaser in the supply
chain has fulfilled claims of the consumer as entrepreneur as a result of defects in
newly manufactured goods delivered by us which were also supplied as newly
manufactured goods to a consumer, the limitation of claims of the customer against
us will commence two months after the time when the customer or the otherSitz der Gesellschaft: Reichsbahnstrasse 99, 22525 Hamburg
Geschäftsführer: Heinz Gisel
Registergericht: Amtsgericht Hamburg HRB 57519
USt-IdNr.: DE812164982

purchaser in the supply chain fulfilled the claims of the consumer as entrepreneur
unless the customer was able to successfully invoke the defence of the statute oflimitations against its customer/contracting partner. The claims of the customer
against us on grounds of defective goods delivered by us will definitely become
statute barred to the extent that the claims of the customer/contacting partner ofthe customer on grounds of defects in the goods delivered by us to the customer
against the customer have become statute barred and, in the case of construction
materials, five years at the latest after the time when we delivered the respective
goods to our customer and, in the case of other materials, one year after this point intime.
3. In the case of newly manufactured goods delivered by us which have been used inaccordance with their customary designated purpose for a building and which havecaused it to become defective, the claims of the customer will become statute barred
five years from commencement of the statutory limitation period. Deviating fromsentence 1, a limitation period of four years applies to buildings and two years forother works, the success of which consists in the manufacturing, maintenance ormodification of an item, providing that the customer has used the item delivered byus to perform contracts in which Part B of the Verdingungsordnung für Bauleistungen(official terms for the awarding of construction contracts) has been included in full.
The statute of limitations pursuant to sentence 2 above will commence at the earliest
two months after the time when the customer has fulfilled the claims arising fromthe defective nature of the building caused by the item delivered by us as against its
contracting partner unless the customer could have successfully invoked the defenceof the statute of limitations against its customer/contracting partner. The claims ofthe customer against us on grounds of defective goods delivered by us will definitely
become statute barred as soon as the claims of the customer/contacting partner ofthe customer for defects in the goods delivered by us to the customer against thecustomer have become statute barred and at the latest one year after the time when
we delivered the respective goods to our customer.
4. If we have provided advice and/or information not remunerated separately inbreach of duty without having delivered goods in connection with the information or
the advice or without the advice or information in breach of duty constituting amaterial defect within the meaning of section 434 German Civil Code in the goods
delivered by us, the claims based on this will become statute barred within one yearof when the statutory limitation period commences. Claims of the customer against
us arising from the breach of contractual, pre-contractual or statutory obligations
which do not constitute material defects within the meaning of section 434 German
Civil Code in the goods to be delivered or already delivered by us also become statutebarred within one year of when the statutory limitation period commences. Where
the aforementioned breaches of duty constitute a material defect within themeaning of section 434 German Civil Code in the goods delivered by us in connection
with the advice or information, the provisions provided for under 1 to 3 and 5 will
apply to the limitation of the claims based thereon.
5. The provisions set out under 1 to 4 do not apply to the limitation of claims arisingfrom injury to life, body or health or to the limitation of claims under the German
Product Liability Act and legal defects in the goods delivered by us; they also do not
apply to the limitation of claims of our customer which are based on us maliciously
concealing defects in the goods we have delivered or if we have breached a duty
intentionally or with gross negligence. In the cases set out in this section IX. 5 thestatutory limitation periods apply to the limitation of these claims.
X. Returns
Goods delivered by us which are not defective cannot be returned to us.
XI. Prohibition of assignment
Without our express written consent rights and claims against us, especially thosearising from defects in the goods delivered by us or from breaches of duty by us, may
not be assigned in whole or in part to third parties or pledged to third parties; section
354 a German Commercial Code (HGB) remains unaffected.
XII. Place of performance, place of jurisdiction, applicable law, commercial clauses
1. Place of performance and exclusive place of jurisdiction for all claims between us
and entrepreneurs or legal persons under public law or special funds under publiclaw is the place where the company has its registered office unless mandatory
statutory provisions oppose this.
2. The law of the Federal Republic of Germany applies exclusively to the legal
relationship between us and the customer. The application of the provisions on theinternational sale of goods and German Private International law, especially theUnited Nations Convention on Contracts for the International Sale of Goods (CISG), isexpressly excluded.
3. Where commercial clauses under the International Commercial Terms(INCOTERMS) are agreed, the INCOTERMS 2010 apply, as amended.
XIII. Final provisions
1. Should one or more of the above provisions be invalid, partially invalid or excluded
by way of a separate contract, this will not affect the validity of the other provisions.
2. We process personal data especially in accordance with the EU General Data
Protection Regulation and the Federal Data Protection Act (BDSG). All information isset out in the data privacy policy which can be found athttps://automotive.sika.com/datenschutz.
3. Our delivery address is:Sika Automotive Hamburg GmbH, Reichsbahnstrasse 99, 22525 Hamburg