Global Commoity Management General Conitions Page 1/7 I. General / scope of application 1. These General Conitions of Purchase apply to all contracts entere into by LESER an a supplier or subcontractor (in the following jointly referre to as the Supplier ) for the elivery of goos an the performance of other services (in the following jointly referre to as Proucts ) to LESER GmbH & Co. KG or Gebr. LESER KG (in the following jointly referre to as LESER ). In the case of continue business relations between LESER an the Supplier, they shall also apply to future contracts even if they are not enclose with such contracts. 2. These General Conitions of Purchase shall apply exclusively. Any conflicting or eviating terms or conitions of the supplier shall not be accepte by LESER, unless such terms or conitions were approve of by LESER expressly. These General Conitions of Purchase also apply, even if LESER, knowing that conitions conflicting with or eviating from these General Conitions of Purchase, accepts Prouct eliveries from the Supplier without reservation. 3. Other agreements by the contracting parties shall have priority over these General Conitions of Purchase. In this case, these General Conitions of Purchase shall be consiere as a supplement only. II. Offers an cost estimates, orers, contract awars 1. Offers or cost estimates submitte by the Supplier shall not constitute a purchase obligation for LESER. LESER shall not be oblige to bear the costs incurre by preparing an offer or cost estimate, unless otherwise expressly agree. 2. Unless otherwise stipulate by the parties, the specifications applying to the Proucts to be supplie by the Supplier shall be etermine in the orers or calls (in the following jointly referre to as the Calls ), base on performance escriptions, rawings, call texts or by reference to LESER works stanars or other stanars an regulations. If the LESER works stanars (e.g. LESER Global Stanar LGS, LESER Deutschlan Stanar LDeS) referre to in the Calls are not available to the Supplier, the Supplier shall request these from LESER. The iniviual Calls also inicate the relevant supply quantities an elivery times. 3. If the Supplier fails to accept a Call by LESER within two weeks after receipt of the Call, LESER shall be entitle to cancel the Call. If LESER, in a Call, stipulates a elivery time eviating from the time specifie in Article IV, Par. 8, 2n sentence, an the Supplier accepts the Call, but not the eviating elivery time, the elivery time inicate in Article IV, Par. 8, 2n sentence, shall be vali. The same applies accoringly in case LESER specifies a quantity / batch size eviating from the purchase quantity or batch size specifie in a previous agreement. Calls by LESER in the context of a call scheule are consiere accepte, unless the Supplier opposes within three work ays after receipt. If LESER, in a Call, stipulates a elivery time eviating from the time specifie in Article IV, Par. 8, 2n sentence, an the Supplier oes not reject the Call, but rejects the eviating elivery time, within three work ays after receipt, the elivery time inicate in Article IV, Par. 8, 2n sentence, shall be vali. The same applies accoringly in case LESER specifies a quantity / batch size eviating from the purchase quantity or batch size specifie in a previous agreement. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 2/7 III. Moifications of the contract, other eclarations mae by the Supplier 1. Sie agreements, as well as later moifications of or amenments to the contracts entere into by the parties shall generally be mae in written form (e.g. letter, fax, e-mail). They can also be mae verbally, but have to be confirme in written form later (e.g. letter, fax, e-mail). 2. Any other eclarations an notifications of the Supplier in connection with the contracts entere into by the parties shall be mae in written form in orer to take effect (e.g. letter, fax, e-mail). IV. Terms of elivery/elivery times 1. Unless the parties to this agreement agree otherwise, elivery shall be effecte elivere uty pai (DDP as per INCOTERMS 2010), incluing transport-safe packaging. 2. The permissible maximum weight per packing unit is 1,000 Kg. In case the permissible weight per packing unit is exceee, the Supplier shall bear all an any resulting aitional costs. 3. The Supplier shall be oblige to inicate the LESER orer number, the LESER orer position, the elivere quantity an the LESER material number on the bills of elivery as well on the packages, such that the information can be seen easily. If the Supplier fails to meet this requirement, the Supplier shall be hel responsible for any resulting elays. 4. As regars the number of items, weights an imensions, the values etermine by LESER uring the incoming goos inspection shall be bining, subject to other evience. 5. In case the Supplier was also contracte for installation or assembly, the Supplier shall bear all an any extra costs incurre for installation an assembly (e.g. travel expenses, provision of tools, labour costs, etc.). 6. If the scope of Prouct supply agree with the Supplier inclues the provision of certificates or other ocuments, the elivery shall be consiere fulfille only when such ocuments have been submitte to LESER in the specifie type an scope. The ocuments, in pf-format, must be sent by e-mail to material@leser.com upon the time of shipment of the Proucts, at the latest. 7. Partial eliveries shall be permissible only if LESER approve of such partial eliveries in writing expressly. 8. Delivery times shall be bining. The elivery time shall be 10 working ays from the ate on which the Supplier receives the Call by LESER, unless a eviating elivery time applies as per the stipulations of the Article II, Par. 3, or if the contracting parties have agree on a ifferent elivery time before making the Call. The Supplier shall inform LESER immeiately in writing if the Supplier fins out that elivery of the Proucts within the elivery time will not be possible. If agree ealines or times are not complie with, the relevant statutory regulations shall apply. Unreserve acceptance of elaye eliveries shall not be consiere a waiver of the rights an claims LESER may have in connection with the elaye elivery. This shall be vali until the relevant elivery has been pai in full by LESER. 9. In the case of a elay, LESER shall be entitle to claim, for each ay of the elay, a penalty amounting to 1%, but not more than 10% of the orer value. The above provision shall not apply if the Supplier can verify that the Supplier is not responsible for the efault/elay. Claiming payment of the penalty shall not prevent LESER from claiming amages exceeing the penalty. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 3/7 V. Payment / transfer of ownership 1. The prices for the Proucts agree upon by the contracting parties shall be bining. Prouct prices are net en prices, i.e. they inclue all an any aitional costs (particularly for transport, packaging, etc.) incurre by the Supplier, epening on the type of elivery agree (see Article IV, 1 of these General Conitions of Purchase), as well as all an any seconary services to be performe by the Supplier in orer to fulfil the agreement properly (e.g. quality assurance measures), unless provie for otherwise. The prices o not inclue the applicable VAT. 2. LESER shall pay the purchase price after full elivery of the orere Proucts an receipt of the invoice within 30 ays, with a 4% cash iscount, or within 60 ays net, unless otherwise agree. 3. The Proucts elivere by the Supplier shall remain the property of the Supplier until pai by LESER (simple retention of title). Any other form of retention of title shall be exclue. VI. Quality an ocumentation 1. In its eliveries, the Supplier shall comply with the accepte technical rules, applicable safety regulations as well as the agree specifications an conitions. Any moification of the Proucts must be approve of by LESER expressly in avance. 2. The Supplier shall monitor the quality of the Proucts supplie to LESER to a suitable extent an using appropriate testing means, equipment an methos. LESER reserves the right to prescribe, after prior consultation with the Supplier, the type, manner an scope of tests/inspections. The inspection an test ocuments shall be store for a perio of ten years an mae available to LESER upon request. The Supplier shall bin its subsuppliers to the same provisions, to the extent permissible by law. VII. Inspection for efects an liability for efects 1. LESER shall claim obvious efects within two weeks after elivery an hien efects within two weeks after such hien efects become evient. If LESER an the Supplier enter into a Quality Assurance Agreement, such Quality Assurance Agreement shall have priority. 2. The statutory provisions on material efects an efects of title shall apply, unless something else is provie for in the following. 3. The limitation perio for warranty claims shall be 36 months from elivery of the Prouct, unless a longer limitation perio is provie for by law. 4. In orer to guarantee a continuous improvement process an in orer to avoi recurring efects, the Supplier, in the case of efect claims, shall be oblige to ientify the causes of such efects an to take appropriate measures which ensure that the agreements entere into by the Supplier an LESER are complie with. Upon request, LESER shall be provie with the relevant reports. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 4/7 VIII. Prouct liability / liability insurance cover 1. In the event, that any claim(s) is (are) brought against LESER base on prouct liability issues, the Supplier shall be oblige to inemnify LESER against any such claim(s), provie an to the extent that the amage/loss was cause by a efect of the contract object supplie by the Supplier. In cases of fault-base liability, however, this shall apply only if the Supplier is at fault. Provie that the cause of the loss is inclue in the Supplier's scope of responsibility, the Supplier shall verify that the loss was cause through no fault of the Supplier. 2. The Supplier is oblige to maintain sufficient prouct liability insurance cover for personal an material losses, an shall verify sufficient coverage to LESER upon request. 3. Before any recall which is fully or partly the consequence of a efect of the contract object supplie by the Supplier, LESER will inform the Supplier accoringly, give the Supplier the opportunity of contribution, an consult with the Supplier on efficient performance, unless such information or involvement of the Supplier is not possible on grouns of urgency. If a recall is the consequence of a efect of the supply object supplie by the Supplier, the Supplier shall bear the costs of the recall. 4. Otherwise, the relevant statutory provisions shall apply. IX. Right of withrawal an termination 1. In aition to the withrawal an termination rights grante by law, LESER shall be entitle to withraw from or terminate the contract with immeiate effect if: 1.1 a significant eterioration of the financial situation of the Supplier has occurre or is to be expecte, which might prevent the Supplier from fulfilling its supply obligations, or 1.2 the Supplier stops its payments or is unable to pay its liabilities or is excessively in ebt, or the Supplier applies for opening of insolvency proceeings or similar proceeings for ebt settlement. 2. If LESER, base on the withrawal an/or termination rights stipulate before, withraws from or terminates the contract, the Supplier shall reimburse LESER for any losses incurre as a result of such withrawal or termination, unless the Supplier is not responsible for the generation of such withrawal or termination rights. This shall not affect any rights an claims permitte by law. X. Intellectual property rights 1. LESER markets the goos it evelops an manufactures worlwie. If claims are brought against LESER by thir parties because the Prouct supplie by the supplier infringes an intellectual property right in any country in the worl, an in particular Germany, France, the UK, Austria, Inia or the USA, the Supplier shall be oblige to inemnify LESER against all claims by thir parties an reimburse LESER for all an any expenses incurre by LESER in connection with such claims by thir parties an efence against such claims, provie that the Supplier is responsible for the infringement of intellectual property rights. 2. The parties to this agreement unertake to inform the other party immeiately of any infringements an allege cases of infringement an to provie the other party with the opportunity of efening themselves against such claims jointly. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 5/7 XI. Property an copyrights 1. The Supplier shall not acquire any rights (e.g. property rights or intellectual property rights, etc.) relating to the illustrations, ocuments, moul equipment, moels, matrices, templates, tools, samples, measuring instruments, jigs, raw materials, parts, containers, packaging, other prouction means an equipment, incluing accessories, such as software, rawings an ocumentation an other objects mae available by LESER. The Supplier shall use such objects only for hanling LESER orers an store them carefully an free of charge. The Supplier shall not leave (or make available otherwise) such objects to unauthorise thir parties. The Supplier is oblige to provie sufficient insurance cover of the objects against theft, fire an water loss an shall provie evience of such insurance cover to LESER upon request. The Supplier shall return all objects, incluing all uplicates thereof, immeiately an to elete any electronic ata, as soon as they are no longer require for LESER orers. The Supplier shall not be entitle to retain such objects. 2. If the Supplier processes or remoels the objects mentione above, this work shall be performe on behalf of LESER. LESER shall immeiately become the owner of the objects prouce in this way. If the objects only account for a part of the new objects, LESER shall have the right of co-ownership in the new object, reflecting the value of the LESER objects integrate in the new objects. LESER shall be entitle to acquire full ownership in the new object by payment of the processing price. XII. Confientiality 1. The Supplier shall observe confientiality in respect of all an any commercial an technical information provie by the other contracting party verbally, in writing, electronically an/or in any other way, an treat such information as confiential an not isclose it to thir parties. This obligation shall be irrevocable an shall not be limite in time. 2. The confientiality an secrecy obligation shall not apply to information which is generally known to the public or becomes generally known later, or to information the party rightfully obtains from thir parties. 3. The Supplier may isclose information as per Par. 1 only if an to the extent that this is require for executing the contracts agree by the parties to this agreement, provie that the thir party to which such information is isclose is boun to secrecy accoringly in writing, or must keep secrecy by law, or if such isclosure is require ue to a court's or government authority's ecision. 4. The Supplier shall ensure compliance with the obligation to keep confientiality an secrecy by taking appropriate measures, in particular by ensuring that the information provie by LESER is not accessible to unauthorize persons, or can be viewe, copie or forware by such persons. 5. The Supplier shall only be entitle to use the business relationship with LESER for avertisement purposes after obtaining LESER's express approval in avance. 6. Provie that the contracting parties have entere into a Secrecy/Confientiality Agreement, or shall o so, such agreement shall have priority over the above provisions. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 6/7 XIII. Force majeure Force Majeure (unexpecte, unavoiable, extraorinary situations, such as interruption of operations through no fault of the parties, labour isputes, government action, etc.) shall release the affecte party to this agreement from its performance obligations for the uration of the case of Force Majeure an the extent of its effect. The contracting parties are oblige to inform each other immeiately an to ajust their obligations to the change situation in goo faith. If the Force Majeure situation continues for an extene perio of time an one of the parties to this contract is not able to fulfil its contractual obligations in ue time as a result, the other party to this agreement shall be entitle to rescin the agreement either partly or in full. This, however, shall have no effect on any other rights this party may have uner the agreement. XIV. Compliance The Supplier unertakes to comply with the applicable statutory provisions on labour, environmental protection an safety at work an to make best efforts to reuce negative effects of its activities on humans an the environment. The Supplier shall comply with the principles provie in the UN Global Compact Initiative: - Companies must support an observe the protection of international human rights within their sphere of influence, an - ensure that they o not become complicit in human rights violations - Companies must maintain the freeom of association an the effective recognition of the right to collective bargaining, an also support - the removal of all forms of compulsory labour, - the abolition of chil labour, an - the elimination of iscrimination in respect of employment an occupation - Companies must support a preventative approach with respect to the management of environmental problems - implement initiatives esigne to create greater awareness of the responsibility for the environment, an - promote the evelopment an istribution of environmentally-frienly technologies - Companies must take a stan against all forms of corruption, incluing extortion an bribery. In the event that the Supplier infringes applicable laws repeately an/or espite notification, an fails to emonstrate that the infringement was eliminate to the greatest possible extent, an reasonable measures were taken to prevent future infringement, LESER reserves the right to withraw from existing contracts or terminate such contracts without notice. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.
Global Commoity Management General Conitions Page 7/7 XV. Other provisions 1. The Supplier shall only be entitle to transfer its claims against LESER to thir parties or have such claims recovere by thir parties with LESER s prior approval. 2. The inicate elivery aress shall be the place of fulfilment. 3. Any isputes resulting from or in connection with the contracts entere into by the contracting partners shall be settle exclusively by the competent court at LESER's place of jurisiction, provie that this is permissible by law. However, LESER shall also be entitle to initiate legal proceeings at any other place of jurisiction. 4. The laws of the Feeral Republic of Germany, except for its international private law provisions, shall apply. Application of the UN convention on contracts for the international sale of goos (CISG) shall be exclue. 5. In case any provisions of these General Conitions of Purchase shall be or become invali, either partly or in full, this shall not affect the valiity of its other provisions or the other parts of such provisions. Disclosure cat.: III proofrea by: DF publish ate: 08/21/16 effect.ate: 08/16 author: WAL release by: JK replaces: LDeS5900.00 status: publishe resp. epart.: MM ate of release: 08/14/16 revision No.: 0 oc. type: LGF change rep. No.: NA retention perio: 10y.