Conditions of Purchase

I. General

1. These Terms and Conditions shall only apply if the Supplier is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. Unless expressly agreed otherwise in writing, they shall also apply in the case of ongoing business relations without special reference or reference, in particular also in the case of verbal or telephone call-off or follow-up orders. No renewed reference to these Terms and Conditions of Purchase shall be required for future orders.

2. The application of other general terms and conditions of the supplier is excluded for this order and all follow-up orders. The validity of such other terms and conditions is expressly rejected.

3. The following shall apply to the type and scope of the services provided by both parties in the following order of priority: - the provisions of the purchase order, - the other contractual conditions listed in the purchase order, - the Technical Terms and Conditions of Delivery and Quality Assurance Agreements, - the Special Terms and Conditions for the Purchase of Plant, Machinery, Tools and Equipment (if applicable), - these Terms and Conditions of Purchase.

4. Individual agreements made with the supplier in individual cases (including collateral agreements, supplements and amendments) shall always have priority. For the content of such agreement, subject to proof to the contrary, a written contract or the written confirmation by Silnova shall be decisive.

II. Order and order confirmation, proof of origin, export control

1. Silnova shall place orders exclusively in writing.

2. The supplier shall confirm the order in writing. The order confirmation must reflect all details of the order. Deviations from Silnova's orders shall only be considered as approved if they are again confirmed by Silnova in writing.

3. By accepting the order, the supplier undertakes to inform Silnova of the exact country of origin of the goods and to submit a long-term supplier's declaration for goods with preferential origin status for EU origin goods. In case of delivery from a preferential country, the supplier is obliged to provide a valid proof of preference EUR.1 or a declaration of origin on the invoice. If supplier declarations or proofs of preference turn out to be incorrect, the supplier undertakes to compensate the resulting damage.

4. Upon Silnova's request, the supplier is obliged to inform Silnova in writing and in a legally binding manner about any approval requirements for (re-)exports of its goods according to German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of its goods in its business documents. For this purpose, the supplier shall provide Silnova with the following information: - the export list number according to Annex AL to the German Foreign Trade and Payments Regulation or comparable list items of relevant export lists, - for US goods the ECCN (Export Control Classification Number) according to the US Export Administration Regulations (EAR), - the commercial origin of its goods (according to the Customs Code) and the components of its goods, including technology and software, - whether the goods were transported through the USA, manufactured or stored in the USA, or manufactured using US technology, - the statistical commodity code (HS code) of its goods, as well as - a contact person in its company to clarify any queries regarding technical details and export control issues. Upon our request, the supplier is obliged to inform Silnova in writing about all further foreign trade data concerning his goods and their components, as well as to inform Silnova immediately in writing (before delivery of corresponding goods affected by this) about all changes of the above data.

III. Delivery time and delay

1. The agreed delivery dates shall be binding on the supplier. The supplier shall inform Silnova immediately if it is recognizable that he will not meet the delivery time.

2. Events of force majeure, strike, lockout, as well as other unforeseeable events which cannot be overcome by reasonable efforts and which make it substantially more difficult for Silnova to accept and/or process the ordered goods, in particular stagnation of sales, shall give Silnova the right to postpone the acceptance deadlines or - if the impediment is not only temporary and Silnova is not responsible for it - to withdraw from the contract without the supplier being entitled to claim damages. The supplier shall be informed without delay.

3. If the delivery time is exceeded, the supplier shall be in default without reminder. A contractual penalty of 1 % of the order value shall be agreed for each commenced week of culpably exceeding the delivery time, but not exceeding a total of 5 % of the order value. This contractual penalty may also be claimed after acceptance of the delivery up to the final payment, without requiring a reservation at the time of acceptance. Silnova shall be entitled to claim the contractual penalty in addition to the performance and as a minimum amount of any damages owed by the supplier under the statutory provisions. Silnova's further statutory rights shall remain unaffected.

IV. Delivery, delivery bill and invoice

1. The place of performance for the delivery is the address of the recipient listed in the order. Partial deliveries, over-deliveries and under-deliveries are not permitted.

2. The shipment is carried out at the expense and risk of the supplier. Consignments for which freight-free delivery has not been agreed shall always be shipped by the cheapest route. Silnova shall not be obliged to pay any additional costs arising from non-observance of these regulations as well as costs for cartage etc. at the place of dispatch.

3. Deliveries of goods by motor vehicles shall only be accepted at the consignee's premises Monday to Thursday from 7.30 a.m. to 3.30 p.m., Friday from 7.30 a.m. to 2.30 p.m..

4. The delivery bill shall be attached to the consignment of goods. The invoice shall be sent to the invoice address according to the order. The delivery bill and the invoice shall be marked with the Silnova order number.

5. Invoices shall be sent to Silnova separately from the shipment of goods.

V. Price

1. The agreed prices are fixed prices, unless otherwise stated in the order. Prices are inclusive of the cost of freight to the address of the consignee, packaging and fees.

2. Should it be necessary to place orders without prior price agreement, the prices of the previous order shall be deemed agreed in the case of an ongoing business relationship. Otherwise, the supplier's list price valid at the time of the order less agreed discount shall apply, unless the list price at the time of fulfillment by the supplier is more favorable for Silnova.

VI. Payment

1. Place of performance for all payments is Helmbrechts.

2. Unless otherwise agreed, payments shall be made after receipt of goods and invoice as well as after any legally required or agreed acceptance within 30 days without deduction.

3. Any payment shall be made subject to Silnova's rights due to possible defects. Silnova shall be entitled to withhold payment in whole or in part until defects have been remedied or other counterclaims arising from the entire business relationship have been satisfied. Payment does not imply acknowledgement, fulfillment, or waiver of warranty; this also applies with regard to the receipt on the occasion of acceptance of goods.

VII. Production inspections, notices of defects

1. The supplier shall carry out a factory inspection of the products to be delivered by him, in particular an outgoing goods inspection. In doing so, the supplier shall ensure that his deliveries comply with the agreed quality, in particular with Silnova's Technical Terms of Delivery. The supplier undertakes to make records of the inspections carried out and to archive all inspection, measurement and control results for 10 years. Silnova shall be entitled to inspect the above mentioned records and documents and to make copies thereof.

2. The statutory provisions shall apply to the commercial duty to examine and to give notice of defects with the following proviso:

Silnova's duty to inspect is limited to defects which become apparent upon external inspection including the delivery documents (e.g. transport damages, wrong and short deliveries). Silnova's obligation to give notice of defects discovered later shall remain unaffected. Notwithstanding Silnova's duty to examine, a notice of defect by Silnova (complaint or notice of defect) shall be deemed to have been given without undue delay and in due time if it is sent within 10 working days from discovery or, in case of obvious defects, from delivery.

VIII. Claims for defects, warranty

1. The supplier warrants its goods and services against defects for a period of three (3) years from the date of transfer of risk. The supplier warrants that its goods and services are a) free from defects of any kind, b) fully suitable for the intended or agreed purpose and c) have the contractually agreed or warranted characteristics during the warranty period. In the event of a warranty claim, Silnova shall be entitled to subsequent performance. If the supplier has provided or offered a longer or more extensive warranty on its own initiative, such warranty provided or offered by the supplier shall apply. The statutory rights in case of defects shall remain unaffected by the warranty.

2. Silnova's rights in case of material defects and defects of title of the goods (including wrong and short deliveries as well as defective assembly, operating or instruction manuals) and in case of other breaches of duty by the supplier shall be governed by the statutory provisions, unless otherwise provided hereinafter.

3. Subsequent performance shall also include the removal of the defective goods and their re-installation, provided that the goods have been installed in another item or attached to another item in accordance with their nature and intended use. Silnova's statutory claim for reimbursement of corresponding expenses shall remain unaffected. The Seller shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that there was actually no defect. Silnova's obligation to pay damages in case of an unjustified request for remedy of defects shall remain unaffected; in this respect, however, Silnova shall only be liable if Silnova has recognized or failed to recognize by gross negligence that there was no defect.

4. Without prejudice to the statutory rights and the provisions in para. 3, the following shall apply: 
If the supplier does not comply with its obligation of subsequent performance - at Silnova's option by removal of the defect (rectification) or by delivery of a defect-free item (replacement) - within a reasonable period of time set by Silnova, Silnova may rectify the defect itself and claim from the supplier reimbursement of the expenses required for this purpose or a corresponding advance payment. If the supplementary performance by the supplier has failed or is unreasonable for Silnova (e.g. due to special urgency or imminent occurrence of disproportionate damage), no deadline shall be required; Silnova shall inform the supplier of such circumstances without undue delay, if possible in advance. Apart from that, Silnova shall be entitled to reduce the purchase price or to withdraw from the contract in case of a material defect or a defect of title according to the statutory provisions. In addition, Silnova shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

5. The limitation period for claims for defects due to a material defect or defect of title shall be 5 ½ years from handover, unless a longer period is provided by law. In case of defects of title, the supplier shall indemnify Silnova against any existing claims of third parties. 6.

6. Before Silnova acknowledges or fulfills a claim for defects asserted by the customer, Silnova shall notify the supplier and ask for a written statement with a brief description of the facts. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by Silnova shall be deemed to be owed to our customer. In this case, the supplier shall have the burden of proof to the contrary.

7. Silnova's claims under supplier recourse shall also apply if the defective goods have been further processed by Silnova or another contractor, e.g. by incorporation into another product.

IX. Producer liability

1. Silnova shall be entitled to the legally determined recourse claims within a supply chain (supplier recourse according to §§ 445a, 445b, 478 BGB) in addition to the claims for defects. In particular, Silnova shall be entitled to demand exactly the type of supplementary performance (repair or replacement) from the supplier which Silnova owes to the customer in the individual case. Silnova's statutory right of choice (§ 439 para. 1 BGB) shall not be limited hereby.

2. If the supplier is responsible for a product damage, he shall indemnify Silnova against claims of third parties to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.

2. Within the scope of its indemnification obligation pursuant to para. 2, the supplier shall reimburse Silnova for any expenses resulting from or in connection with any third party claim, including any recall actions carried out by Silnova. Silnova shall inform the supplier - as far as possible and reasonable - about the content and scope of recall measures and give the supplier the opportunity to comment. Further legal claims shall remain unaffected.

X. Transfer of risk

The risk of accidental loss and accidental deterioration of the item shall in any case pass to Silnova upon acceptance of the goods at Silnova or at the specified place of delivery. This shall also apply if Silnova has assumed the costs of shipment in the individual case or if the delivery is made "ex works".

XI. Production equipment, drawings, specifications

1. All means of production, such as models, samples, dies, tools, gauges, drawings, software and the like, provided by Silnova to the supplier or manufactured by the supplier according to Silnova's specifications, may not be sold, pledged or otherwise transferred to third parties or used in any way for third parties without Silnova's consent. The means of production shall become the property of Silnova upon acquisition or manufacture by the supplier. The transfer shall be replaced by the supplier holding the means of production in custody for Silnova free of charge. The supplier shall maintain and repair the means of production at his own expense and, if necessary, renew them during the agreed service life.

2. The means of production shall be handed over to Silnova upon request.

3. The specifications prepared by Silnova shall remain the property of Silnova even after handover. Silnova shall have a copyright on them. Section XI No.1 shall apply accordingly with regard to the contents.

XII. Secrecy, property rights

1. The supplier is obliged to keep all knowledge about the production etc. acquired in connection with the execution of the order or a visit, as well as all drawings, orders and business relations as business secrets and not to disclose them in any way to third parties. Employees and collaborators entrusted by the Supplier with the execution of the order shall be subject to corresponding confidentiality obligations. Should the supplier, with Silnova's prior consent, involve subcontractors or other vicarious agents, the supplier shall impose the same confidentiality obligations on them as exist for Silnova.

2. The supplier shall be liable for ensuring that the delivery and use of the delivery items does not infringe the property rights of third parties. He also warrants that the ordered materials are free from third party industrial property rights, in particular with regard to processes for their manufacture and use. Should the supplier have own property rights with regard to the delivered materials, he shall inform Silnova thereof in due time; the same shall apply to existing property rights of third parties. The supplier undertakes to indemnify Silnova against all possible claims for damages of third parties.

3. Know-how, other findings etc. developed within the scope of an order as well as all rights thereto shall be the sole property of Silnova. The supplier is not entitled to use this know-how or other findings for other customers without Silnova's written consent. Such consent may not be refused arbitrarily. Insofar as the work results or parts thereof from individual orders are capable of being protected by intellectual property rights, Silnova alone shall be entitled to these intellectual property rights.

XIII. Execution/environmental protection, safety, health protection and quality, REACH

1. The supplier shall comply with the recognized rules of technology and the respectively applicable statutory and official regulations and Silnova's operational rules and regulations. Unless further requirements are stipulated in the order, the supplies and services shall be provided in accordance with the recognized rules of technology. The delivery items, as well as the service, shall in any case be manufactured and equipped in such a way that they comply with all applicable statutory and official regulations and satisfy the accident prevention regulations on the day of delivery. Machines and technical work equipment shall be delivered with an EC declaration of conformity including CE marking or a manufacturer's declaration in accordance with the Machinery Ordinance; in addition, operating instructions in the national language shall be enclosed.

2. In the event that the Supplier supplies substances/mixtures which are hazardous substances within the meaning of the Hazardous Substances Ordinance, or if the Supplier supplies products during the use of which the release of such substances cannot be excluded, the Supplier shall be obliged to provide the EC safety data sheet pursuant to Regulation (EC) No. 1272/2008 (CLP) without being requested to do so prior to delivery; the Supplier shall be prohibited from using CMR substances. The Supplier warrants that its deliveries comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH Regulation"). In particular, the supplier warrants that the substances contained in the products delivered by it have been registered, to the extent required under the provisions of the REACH Regulation, and that Silnova is provided with safety data sheets in accordance with the provisions of the REACH Regulation or the information required under Article 32 of the REACH Regulation. If the supplier delivers articles in the sense of Art. 3 of the REACH Regulation, the supplier shall in particular also ensure that it complies with its obligation to pass on certain information in accordance with Art. 33 of the REACH Regulation.

3. The supplier undertakes to ensure compliance with all relevant rules and safety regulations in the execution of his order on his own responsibility. Insofar as the execution of the order takes place wholly or partly within the spatial sphere of influence of Silnova, the supplier shall in particular also undertake on his own responsibility to find out about and observe the internal regulations, rules and procedures on Silnova premises. The supplier expressly confirms to know and to follow these. The supplier shall oblige any subcontractors used accordingly and forward the relevant information to them.

XIV. Compliance with the Minimum Wage Act, security deposit, special right of termination

1. The Supplier guarantees that each employee of the Supplier shall receive remuneration at least in the amount of the applicable statutory minimum wage on a continuous and timely basis. Subcontractors and temporary employment agencies with which the Supplier maintains contractual relationships shall be obligated by the Supplier accordingly within the scope of application of the MiLoG.

2. For subcontractors and rental companies with which the supplier or subcontractors of the supplier maintain contractual relations, the supplier guarantees that each of the workers employed by them within the scope of application of the MiLoG shall receive constantly and in due time remuneration at least in the amount of the statutory minimum wage applicable from time to time.

3. Silnova shall be entitled to verify the supplier's obligation to pay the minimum wage by inspecting business documents in compliance with data protection requirements. For this purpose, the supplier shall, upon Silnova's request and free of charge, submit verifiable evidence within a reasonable period of time, in particular the documents according to § 17 MiLoG and wage lists, each in anonymized form. Subcontractors and rental companies with which the supplier maintains contractual relations shall be obliged by the supplier accordingly.

4. The supplier shall fully indemnify Silnova from liability according to § 13 MiLoG. If Silnova is held liable by employees of the supplier, by employees of subcontractors of the supplier or by employees of rental companies with which the supplier maintains contractual relations, according to § 13 MiLoG, the supplier shall bear all costs of the claim irrespective of fault. To secure this recourse claim, the supplier shall be obliged to provide Silnova, upon request, with security in the form of an irrevocable and unconditional directly enforceable guarantee on first demand of a credit institution or credit insurer licensed to carry out such transactions in Germany in an appropriate amount. The Supplier shall bear the costs of the guarantee.

5. If the supplier violates the obligations under para. 1 or if claims are asserted against Silnova by employees of the supplier, by employees of subcontractors of the supplier or by employees of rental companies used by the supplier pursuant to § 13 MiLoG, Silnova shall be entitled to terminate orders and other agreements - also partially - without notice.

XV. Assignment of claims, set-off, place of jurisdiction, choice of law

1. The supplier shall not be entitled to assign its claims against Silnova or to have them collected by third parties without Silnova's prior consent. If, contrary to sentence 1, the supplier assigns its claims against Silnova to a third party without Silnova's consent, the assignment shall nevertheless be effective, but Silnova may, at its option, make payment to the supplier or to the third party with discharging effect.

2. Silnova's claims may only be offset against counterclaims or a right of retention may only be exercised if the counterclaim has been acknowledged in writing or has become res judicata. Silnova may also exercise a right of retention against claims of the supplier which are not yet due.

3. Silnova shall be entitled to set off all claims, irrespective of their nature, against all claims of the supplier to which the supplier is entitled against a company of the REHAU Group, even if the claim has different due dates. This shall also apply to claims that are not yet due.

4. The law of the Federal Republic of Germany shall apply, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

5. The place of jurisdiction for all claims and liabilities of the parties, including claims based on bills of exchange and checks, irrespective of the place of payment, shall be Munich, provided that the Buyer is a merchant, a legal entity under public law or a special fund under public law.