General Conditions of Purchase

§ 1 Scope

The following General Terms and Conditions of Purchase (GTCP) apply to all orders/contracts of ROTHENBERGER Werkzeuge GmbH (hereinafter "ROTHENBERGER" or "we" or "us"). Contradictory or deviating conditions of the contractor (hereinafter "Contractor") are not recognised, unless ROTHENBERGER expressly agrees to their validity. In relation to commercial business partners, the following GTCP (until they are replaced by a new edition of the GTCP) also apply to all subsequent transactions without the need for a new transmission.

§ 2 Offer and conclusion of contract

(1) Unless otherwise expressly regulated, the contractor is bound by offers made to ROTHENBERGER. This also includes samples, drawings, illustrations, descriptions, incl. performance data, dimensions, weights, etc. submitted.

(2) Orders by ROTHENBERGER as well as their amendment or supplementation are only legally binding if they are made in writing. After an order has been placed by ROTHENBERGER, the contractor must send a written order confirmation to ROTHENBERGER immediately, but within a maximum of 4 calendar days (date of receipt by ROTHENBERGER). If the order confirmation is delayed, ROTHENBERGER has the right to cancel the order immediately and under exclusion of any liability in this regard. Order confirmations that deviate from the order are invalid, unless explicitly accepted by ROTHENBERGER.

(3) Offers, cost estimates and samples of the CO are free of charge for ROTHENBERGER.

§ 3 Prices, transfer of risk, shipping

(1) The agreed prices are fixed prices without VAT but including DDP delivery (Incoterms 2010) as well as packaging, insurance, assembly and customs. In the case of machinery and equipment, the price also includes proper installation and commissioning as well as instruction of our personnel.

(2) The transfer of risk takes place upon delivery to the agreed location.

§ 4 Delivery, delivery dates, delay

(1) All deliveries are made DDP (Incoterms 2010). The Contractor shall inform ROTHENBERGER immediately of all circumstances which are likely to lead to a delay in the delivery date.

(2) In the event of a delay in delivery of more than three working days, ROTHENBERGER is entitled to charge a penalty of 1% of the value of the goods affected by the delay, but not more than 5% of the order value, for each commenced week of the delay. The penalty can be asserted independently of a claim for damages from delay, but will be offset against any claims for damages.

(3) After the fruitless expiry of a reasonable period of grace, ROTHENBERGER is entitled to withdraw from the contract and to demand compensation for damages in accordance with the statutory regulations.

(4) Deliveries by lorry transport can in principle only be accepted on Mondays to Fridays in the time from 07.15 hrs to 12.00 hrs and between 12.30 hrs and 17.00 hrs. On the day of dispatch, the AN must submit to ROTHENBERGER the delivery note (see § 5 (2) of these GPC) in duplicate.

(5) In the case of deliveries of hazardous goods, the Contractor is obliged to comply with the hazardous goods ordinance as well as all other applicable national and international regulations and laws.

§ 5 Incoming goods, inspection of goods, notification of defects

(1) The ROTHENBERGER delivery guidelines, which can be viewed at http://www.rothenberger.com/service/anlieferrichtlinien, must be observed. All specified packaging/marking regulations are binding and entitle ROTHENBERGER to refuse acceptance in the event of non-compliance. Upon request, the contractor is obliged to dispose of the packaging free of charge. Each product, its outer packaging and transport packaging must bear the barcode identification (EAN) provided for the product, otherwise ROTHENBERGER is entitled to refuse acceptance of the delivery.

(2) Delivery notes must contain our order number, order position, article number, article description as well as the customs tariff number. If these details are incomplete, ROTHENBERGER is entitled to return the goods to the contractor freight collect. If relevant, the delivery note must contain the information according to the Chemicals Prohibition Ordinance (Chemikalienverbots-VO) in the version valid on the day of dispatch.

(3) ROTHENBERGER's obligation to inspect incoming goods shall not apply if the parties have agreed an individual inspection plan for the quality of the goods immediately before or at goods issue. The CO undertakes to conclude a quality assurance agreement (QAA) with ROTHENBERGER with content customary in the industry at the request of ROTHENBERGER.

(4) ROTHENBERGER is entitled to give notice of defects within a period of 21 days from receipt of goods, in the case of hidden defects from discovery of the defects.

§ 6 Quality and compliance with legal requirements

(1) The contractor guarantees that the products delivered by him comply with the legally or officially prescribed or contractually agreed, as well as (if a place of use is named or known) the regulations applicable at the place of use, in particular with regard to product safety.

(2) Furthermore, the products delivered or services to be provided by the Contractor must comply with the quality requirements and technical specifications agreed with ROTHENBERGER, including all enclosures and cross-references mentioned therein. Required documentation, e.g. safety instructions, are an essential part of the delivery and have to comply with the legal regulations and the usual trade/industry practice.

(3) Insofar as relevant, the Contractor shall guarantee the conformity of the delivered products with the RoHS Directive, the REACH Regulation and the ElektroG, including relevant labelling obligations. The Contractor shall indemnify ROTHENBERGER against any claims and demands of third parties due to the non-fulfilment of the aforementioned regulations. Upon request, the CO is obliged to provide ROTHENBERGER with a separate legally binding declaration of legal conformity.

(4) The Contractor undertakes to submit any declarations required by law or by the authorities, for example according to the RoHS Directive, the REACH Regulation or the ElektroG, without delay if required.

(5) The Contractor guarantees that, insofar as the delivered products fall under the REACH Regulation, it will register/register in accordance with the provisions of the Regulation and fulfil the other obligations, for example with regard to the preparation of safety data sheets. The contractor shall send any changes or new versions of safety data sheets to ROTHENBERGER without request and without delay. He shall indemnify ROTHENBERGER against claims and demands of third parties due to non-compliance with the regulations of the ordinance. The contractor also guarantees that none of his products contain hazardous substances according to the current candidate list of the ECHA (SVHC substances).

§ 7 Supply of spare parts and wearing parts

The Contractor guarantees the supply of spare and wear parts for products purchased from ROTHENBERGER for a period of 10 years after the last delivery.

§ 8 Warranty, compensation, product liability

(1) It is agreed as the owed quality of the items to be delivered that all items delivered and all services rendered comply with the agreed specifications/quality, the state of the art, the relevant legal provisions and, as far as applicable, the relevant regulations and guidelines of authorities, professional associations and trade associations. Deviations from this shall constitute a defect. If the Contractor delivers a different item or an insufficient quantity, this shall constitute a defect.

(2) If the delivered goods are defective, ROTHENBERGER is entitled, at its own discretion, to demand subsequent performance, reduction or compensation or to withdraw from the contract in accordance with the legal requirements. ROTHENBERGER can demand the reimbursement of replacement costs for the repair of defective goods from the contractor, insofar as they do not exceed 30% of the value of the goods and an immediate subsequent fulfilment by the contractor has not been offered within 3 days from notification of the defect. If an offered subsequent fulfilment by the contractor does not take place immediately or if it fails, ROTHENBERGER can charge the contractor with all necessary and reasonable replacement costs. The place of performance of the subsequent fulfilment is the place where the goods are located as intended, in the case of the purchase of merchandise, however, at the choice of ROTHENBERGER at the end customer or at the factory in Kelkheim.

(3) The warranty period is 24 months from the transfer of risk. The presumption of § 477 BGB applies for the full 24 months and regardless of whether the last purchaser in the supply chain was a consumer or entrepreneur. Further claims, for example with regard to the limitation of recourse claims according to § 445b BGB, remain unaffected.

(4) If a claim is made against ROTHENBERGER on the basis of product liability, the contractor is obliged to indemnify us against such claims, if and insofar as the damage was caused by a defect in the product delivered by the contractor. In cases of fault-based liability, this shall only apply if the contractor is at fault. If the cause of the damage lies within the Contractor's area of responsibility, he must prove that he is not at fault. In the event of a recall action, which is the result of a defect in the product delivered by the contractor, the contractor shall bear the costs of the recall action. ROTHENBERGER shall inform and consult the CO appropriately in cases of liability and give him the opportunity to investigate the case of damage.

(5) The CO undertakes to maintain a product liability insurance with a lump sum coverage of at least € 10 million per personal injury/property damage; further claims for damages by ROTHENBERGER remain unaffected by this.

§ 9 Payment, invoicing

(1) Invoices are to be sent immediately, but not more than 10 days after delivery or complete contractual performance, stating all order data in a single copy to the invoice address noted in the respective order.

(2) Unless otherwise agreed in writing, invoices are payable within 20 days less 3% discount or after 30 days net.

(3) The payment period for invoices shall only commence after complete, defect-free delivery or performance and receipt of the invoice. If, in addition to the delivery of goods, acceptance papers, material certificates or other documents are to be provided by the contractor, the due date of the invoice only occurs with the complete receipt of these documents by ROTHENBERGER. In the case of work services to be provided by the contractor, his invoice is only due when the work service has been accepted in writing by ROTHENBERGER or a legal fiction of acceptance has occurred.

(4) Payments are made subject to invoice verification. They do not in any case represent an acknowledgement of proper delivery or performance or a waiver of complaint according to §377 HBG.

(5) ROTHENBERGER shall be entitled to rights of set-off and retention to the extent permitted by law.

§ 10 Industrial property rights

The contractor assures that the rights of third parties are not infringed by his delivery/service. If the rights of third parties are nevertheless infringed, the contractor shall indemnify ROTHENBERGER against any liability. This indemnification obligation extends to all expenses incurred by ROTHENBERGER in connection with the claim by a third party and which ROTHENBERGER may consider necessary.

**§ 11. Property, copyright, secrecy

(1) All documents, materials, objects, etc. provided by ROTHENBERGER for the execution of the order remain the property of ROTHENBERGER, are to be appropriately insured by the contractor, may only be passed on to third parties with the prior written consent of ROTHENBERGER and are to be returned immediately at the request of ROTHENBERGER and to the exclusion of all rights of retention. They are to be returned to ROTHENBERGER without being asked as soon as they are no longer required for the further execution of the contract.

(2) The Contractor undertakes to keep secret the confidential information of ROTHENBERGER, including know-how, which has become known to him through the cooperation with ROTHENBERGER. At the request of ROTHENBERGER, the Contractor shall conclude a separate non-disclosure agreement with ROTHENBERGER with content customary in the industry.

(3) In the case of processing ROTHENBERGER property into a new movable item, ROTHENBERGER acquires co-ownership of the new movable item. The co-ownership share is determined according to the ratio of the value of the processing to the value of the goods provided.

§ 12 Data protection

The contractor undertakes to comply with the applicable data protection regulations. If necessary, he shall conclude an agreement with ROTHENBERGER for commissioned processing according to Art. 28 DSGVO. The contractor agrees that ROTHENBERGER stores and processes his business data including any personal data connected with this for use in commercial business transactions.

§ 13 Goods originating products, EC declaration of conformity, binding supplier declaration

(1) The Contractor shall prove the origin of the goods by means of a certificate of origin without being requested to do so by handing over the certificate of origin. If he does not comply with this obligation, he is liable to ROTHENBERGER for all damages arising from this.

(2) In the case of ongoing or recurring deliveries/orders, the contractor is obliged to submit a long-term supplier's declaration at the beginning of each year. The contractor has to provide the EC declaration of conformity or the contractual supplier declaration before the first delivery for each article without being asked to do so.

§ 14 Supplier Code of Conduct

The ROTHENBERGER Supplier Code of Conduct (SCoC), which can be viewed at https://rothenberger.com/de-de/supplier-code-of-conduct-ro-scoc/, forms an integral part of the contractual relationship. The Contractor undertakes to comply with the provisions of the SCoC.

§ 15 Place of Performance, Place of Jurisdiction, Applicable Law

(1) German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance is ROTHENBERGER's registered office in Kelkheim.

(3) The place of jurisdiction for all disputes us and in connection with deliveries to ROTHENBERGER and with these GPC is Frankfurt am Main.

§ 16 Severability clause

Should individual provisions of these GPC be or become invalid, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the content of the invalid provision.

The Contractor confirms its agreement with these General Terms and Conditions of Purchase and undertakes to comply with the obligations set out therein:

Name of the Contractor:

Supplier's address:

Internal responsible person:

Place, date Signature(s), stamp