GENERAL TERMS AND CONDITIONS OF PURCHASE, No.: 01/2015 of the company KRAUSE-Werk GmbH & Co. KG (hereinafter: "KRAUSE")

1. General

1. These General Terms and Conditions of Purchase shall apply to all our purchase orders. Terms and conditions of business of the contractor that deviate herefrom shall apply only if we have agreed in writing to their application. Such terms and conditions shall be ineffective, even if we have not objected to them in the specific case concerned. Acceptance of deliveries or services, or payment for deliveries or services, shall not constitute consent to the contractor's terms and conditions of business.
2. If a framework agreement exists between the seller and KRAUSE, these General Terms and Conditions of Purchase shall apply to such framework agreement as well as to the individual order concerned.

2. Offers, Purchase Orders and Written Form

1. Our purchase orders must be in writing. They shall be effective without a personal signature, if so indicated on the order form.
2. Unless otherwise agreed upon, the supplier shall, following a purchase order, promptly send back an acknowledgement of the order.
3. All terms and conditions, specifications, standards and other documents that are attached to the purchase order, or are set out therein, shall be part of the purchase order.
4. KRAUSE shall not be charged for the drawing-up of offers.
5. Within reason, we may demand of the supplier that the engineering or design of the delivery item be altered. The supplier shall implement such alterations free of charge and within a reasonable period.

3. Prices, Terms, Documents

1. All prices shall, unless otherwise agreed upon, include delivery to the place of receipt. Prices shall be valid for all deliveries and services required of the contractor up to and at the agreed place of receipt.
2. Prices shall require KRAUSE's express written consent.
3. All documents such as delivery notes, order acknowledgements and invoices shall be submitted with the inclusion of our order number, the item ordered, your supplier number with us, our parts number, the number of units and the unit price per delivery. Such documents are to be written in German or English.

4. Delivery Periods, Scope of Delivery, Passage of Risk

1. Agreed delivery dates and periods shall be binding. KRAUSE shall be given prompt notification of any impending delays in delivery. If the supplier fails to meet an agreed delivery date or period through its own fault, the supplier shall enter into default without a reminder.
2. In the event of default in delivery, we shall be entitled to the statutory claims to compensation for any loss incurred as a result of default. Extra costs, particularly in the event of any necessary covering purchases, shall be borne by the supplier. Unreserved acceptance of a late delivery shall not constitute a waiver of compensation claims.
3. Sub-deliveries shall be permissible only if KRAUSE has given its express consent. Over- or under-deliveries shall be permitted only to the extent customary in the trade.
4. The seller shall bear the risk of accidental destruction or accidental deterioration before the goods are handed over at the place of destination. The deliveries shall be insured against transport damage at the supplier's own expense. KRAUSE shall not bear costs for transportation insurance or packaging. Insofar as the supplier is obliged under the Verpackungsverordnung [Packaging Regulation] to accept returned used packaging, the supplier shall bear the cost of return transportation and recycling.

5. Quality Management

1. The supplier shall constantly monitor the quality of its services. Before the respective delivery items are delivered, the supplier shall make sure that the delivery items intended to be delivered are free of defects and correspond to the agreed technical requirements, specifications, data sheets, drawings, testing methods and the applicable batch and product labelling and/or the agreed specimen. 

6. Title, Industrial Property Rights, Copyright

1. If the seller holds rights to the reservation of title, title to the goods shall pass to KRAUSE upon payment. Other types of reservation of title, such as for example so-called open-account and/or group reservation of title, shall not apply.
2. In respect of the goods to be delivered, the seller shall indemnify KRAUSE against legal claims of domestic and foreign third parties that may arise from domestic or foreign patents, utility models, copyrights or other rights, or shall, if such claims are brought by third parties, compensate for the loss incurred upon KRAUSE as a result thereof. This shall also include litigation costs, payments of damages as well as resulting reconstruction work and design changes.
3. We shall retain title and all other rights (e.g. copyrights) in respect of the information, documents or other manufacturing resources made available by us, such as specimens, drawings, models, tools, technical directives or the like.
4. Section 449 (2) BGB [German Civil Code] cannot be contracted out.

7. Warranty, Compensatory Damages, Limitation, Notification of Defects

1. The contractor shall owe deliveries and services that are free from defects. In particular, the contractor's deliveries and services must have the agreed qualities and correspond to the intended purpose owed, the current state of the art and the generally recognised technical and health and safety regulations imposed by public authorities and professional associations and conform to the relevant statutory provisions. Our approval of drawings, specimens and other documents (e.g. written material, programming etc.) presented shall not affect the contractor's responsibility for the proper performance of the contract.
2. The supplier shall, in each case, promptly check whether a description presented by the buyer is obviously incorrect, unclear or incomplete or does not conform to the specimen and/or specifications, data sheets, drawings, testing methods. If any non-conformity arises, the supplier shall promptly give the buyer written notification of the checks carried out, informing the buyer of whether and, if so, what errors, non-conformity or defects were discovered.
3. In the event of defects or in the event of a claim under the guarantee, we shall be entitled to the statutory defect-related rights. Insofar as warranty claims go beyond the statutory rights in the event of defects, these shall remain unaffected hereby. A 24-month limitation period shall apply to defect-related claims that are subject to limitation; this period shall begin to run at the time of delivery or performance or upon declaration of acceptance, insofar as this is provided for by law or has been agreed upon. This shall not affect longer statutory limitation periods for the limitation of defect-related claims, for example in the case of items initially used for their intended purpose in a building, or the running of the statutory warranty period for guarantees.  If a defect becomes apparent within the limitation period, we may, at our own option, demand supplementary performance by rectification, placement or re-manufacture within a reasonable period. In urgent cases, if the contractor was unable to be contacted, and if here was a risk of disproportionately high loss being incurred, we shall have the right to rectify defects ourselves or through third parties at the contractor's expense and risk. We shall give the contractor prompt notification of such measures. 
4. KRAUSE shall, within a reasonable period, examine the delivery for any defects and give the seller notification of any defects discovered. A notification of defects shall be deemed to have been given in due time, if the seller receives such notification within ten working days of receipt of the goods or, in the case of hidden defects, within 10 business days of discovery. Insofar as the goods are capable of being stored, the goods shall, subject to consultation with the supplier, either be returned to the supplier at the supplier's expense and risk or be made available to the supplier for collection within 14 days. If the goods are not collected within these 14 days, KRAUSE shall scrap the goods at the supplier's expense.
5. If the seller has made statements about the originating status of the delivery, the seller shall compensate for any loss incurred as a result of the declared origin not being recognised owing to, for example, incorrect certification or impossibility of verification. This liability shall apply to the seller only in the event of culpable misconduct or the absence of a feature that has been guaranteed.
6. If any fault in the delivery items that is relevant to safety necessitates a recall campaign, or if such recall campaign is ordered by a public authority, the supplier shall likewise bear all costs and expenditure in connection with the recall campaign. We shall, insofar as possible and reasonable, reach agreement with the supplier on the subject-matter and scope of such recall. We may ourselves act in the interest of the supplier, if in particular the supplier's business has not been set up for the execution of a recall campaign (e.g. if a service organisation is lacking). Moreover, KRAUSE hereby reserves the right to demand compensatory damages for any loss incurred.
7. The supplier hereby warrants and represents that it shall comply with the requirements of the EU Chemicals Regulation REACH (Regulation (EC) No. 1907/2006 of 30 December 2006) as valid at the respective time, hereinafter referred to as the REACH Regulation, in particular that the materials concerned have been registered. We shall be under no obligation to obtain, within the scope of the REACH Regulation, a licence for any goods delivered by the supplier.
8. In all other respects, the statutory provisions shall apply.

8. Invoice, Payment

1. Unless otherwise agreed upon, invoices shall be settled by KRAUSE within 60 days with a 3 % cash discount or within 90 days net.
2. Payment and cash-discount periods shall run from the date of receipt of the invoice, but not before the goods have been received, or, in the case of services, not before the services have been accepted, and, insofar as the scope of performance includes documentation or similar written material, not before this documentation and this written material have been handed over to KRAUSE in conformity with the contract.
3. Payments shall, at our option, normally be made by bank transfer. In this respect, it shall suffice if the transfer instruction was submitted to the banking institution on the due date.

9. Maintenance of Secrecy

1. The supplier shall maintain secrecy in respect of the documents and items made available to it, including copies thereof, shall keep these in a safe place, maintain these and insure these at its expense and shall, at our request at any time, surrender these in faultless condition or destroy these. The supplier shall have no right of retention on any basis whatsoever.
2. Documents and other manufacturing resources such as specimens, drawings, models, tools, technical directives or the like that are made available to the seller, or that KRAUSE pays the seller for, shall be used only for deliveries to KRAUSE. Neither such material nor the goods manufactured in accordance with such material, or by using such material, shall be passed on to third parties or be used for the seller's own purposes.

10. Third-party Property Rights

1. The contractor shall ensure that we do not infringe copyrights, patents or other property rights of third parties by using the contractor's deliveries and/or services in accordance with the contract or by selling its deliveries and/or services. The contractor shall indemnify us against all claims brought against us on account of any infringement of an industrial property right and shall bear the cost of protecting the rights, if such claims are due to a culpable breach of duty by the contractor. We shall promptly inform the contractor in the event that such claim is brought.

11. Passing-on of Purchase Orders, Assignment, Set-off 

1. Only with our prior written consent may the contractor appoint third parties to carry out purchase orders or significant parts thereof.
2. The supplier shall have no right to assign claims to which it is entitled against us, and shall have no right to have such claims collected by third parties. The provision in Section 354a HGB [German Commercial Code] shall remain unaffected hereby.
3. When establishing default in payment, receipt of the item purchased cannot substitute for receipt of an invoice or any other payment statement. The default interest rate shall be 5 percentage points above the base interest rate.
4. KRAUSE may assert rights of set-off or retention within the scope permissible by law.

12. Compliance with Anti-corruption and Cartel Law

1. The supplier hereby warrants and represents that it shall not commit any acts or omissions that, regardless of the form of participation, could lead to sanctions under regulatory or criminal law being imposed upon the supplier, upon persons employed at the supplier or upon third parties contracted by the supplier (hereinafter referred to as "Breach" or "Breaches"), particularly on account of corruption or a breach of cartel or competition law.
2. The supplier shall be responsible for taking suitable measures for avoiding Breaches. To this end, the supplier shall, in particular, impose a corresponding obligation upon the persons employed at the supplier or upon third parties contracted by the supplier.
3. The supplier shall promptly inform KRAUSE of the initiation of official investigation proceedings on account of any Breach. Moreover, KRAUSE may, in the event of any indication of a Breach by the supplier, demand written information thereon and on the measures taken to remedy, and avoid in future, such Breach. In the event of a Breach, KRAUSE may demand of the supplier that it immediately discontinue such Breach and compensates for all loss incurred upon KRAUSE as a result of such Breach.

13. Sustainability, Mindestlohngesetz [Minimum Wage Act]:

1. It is expected of the contractor that it shall exercise social responsibility by acting ethically and with integrity.
2. The contractor is expected to heed human rights at its companies and treat its employees with fairness and respect. Furthermore, it is expected of the contractor that it shall provide a safe and healthy work environment at its companies and act in an ecologically responsible manner and use resources sparingly.
3. The supplier hereby warrants and represents that it shall pay to its workers at least the respective statutory minimum wage relevant to the agreed service. Additionally, the supplier hereby warrants and represents that, for performing the agreed service, it shall appoint only subcontractors that have likewise made such warranty and representation in writing to the supplier and have, to the supplier's knowledge, not breached minimum-wage regulations. The supplier shall indemnify KRAUSE against all claims in the event that the aforementioned obligations are not complied with. Additionally, it shall fully compensate KRAUSE for all loss resulting from any non-adherence to these duties.

14. Legal Effectiveness

1. If any of the provisions in these General Terms and Conditions of Purchase are or become ineffective, this shall not affect the effectiveness of the remainder of the contract. Such ineffective provisions shall be replaced with what the parties intended. In all other respects, the statutory provision shall apply. In no event shall the provision concerned in these General Terms and Conditions of Purchase be replaced with terms and conditions of business of the seller.
2. Any amendments or supplements to the contract by the seller shall only be effective with KRAUSE's written confirmation.
3. Legally relevant declarations of intent by the seller, such as notices of termination, declarations of rescission or requests for compensatory damages, shall be effective only if drawn up in writing.

15. Data Privacy 

1. We shall be entitled to store and process all data required of the contractor in the course of the performance of the contractual relationship with the contractor, including personal data.

16. Place of Performance, Applicable Law and Place of Jurisdiction

1. Unless otherwise contractually agreed upon, the place where the registered office of the respective KRAUSE company is situated shall be the place of performance for payment and delivery.
2. German law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN sales law; CISG) of 11 April 1980 is hereby excluded.
3. The place where the ordering party's registered office is situated shall be the place of jurisdiction.