General Purchasing Conditions

General Purchasing Conditions of the REMA TIP TOP AG

§ 1 Generalities – Scope

1. Our orders are governed exclusively by our purchasing conditions. We do not accept any supplier-related conditions, which are contrary to or deviate from our purchasing conditions, unless we have expressly agreed to them in writing. Our purchasing conditions also apply when we accept the supplier's delivery without reservations, though knowing that the supplier's conditions are contrary to or deviate from our purchasing conditions.

2. All agreements made between us and the supplier in order to execute this contract have to be recorded in this contract in writing.

3. The contractual relationship and all the other legal relationships are governed exclusively by the law which applies to our place of business, under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and of the uniform laws on sale of goods as laid down in the Hague Convention Relating to a Uniform Law on the International Sale of Goods. Our purchasing conditions also apply to all future transactions with the supplier.

4. The English version of these General Purchasing Conditions shall be for convenience purposes only. In case of any inconsistencies the German version shall prevail.

§ 2 Quotation – Quotation Documents

1. The contract is concluded when our order is accepted within a period of 2 weeks. The supplier undertakes to confirm the acceptance of this order in writing, preferably by signing and returning a duplicate of this order.

2. We reserve rights of ownership and copyright regarding photos, drawings, calculations and other documents. They must not be made accessible to third parties without our express written approval. They shall exclusively be used for the production on the basis of our order, and be returned to us automatically on execution of the order. They shall be kept secret from third parties.

§ 3 Prices

1. The price specified in the order is binding. Unless otherwise agreed in writing, the price is free domicile, including packaging. Transport costs, haulage and similar costs shall be borne by the supplier. If we have to bear the packaging costs by virtue of a deviating agreement, the supplier shall take the packaging back at the price charged. The packaging shall be returned postage unpaid.

2. The price includes VAT

3. All invoices shall be sent, in duplicate, to the purchaser's address. We are able to process invoices only if these bear the order numbers as specified in our respective orders. The supplier shall be responsible for all the consequences resulting from any failure to comply with this requirement.

4. Unless otherwise agreed in writing, we shall pay the purchase price with 3% discount within 30 days upon receipt of goods and invoice, or net within 60 days upon receipt of invoice. Payment is deemed to have been made in due course if the bank has received the related money transfer note on time.

5. We are entitled to offset and retain, to the extent permitted by law.

§ 4 Delivery Time

1. The delivery time specified in the order is binding.

2. The supplier shall inform us immediately in writing if any circumstances arise or are brought to his knowledge, which indicate that the agreed delivery time cannot be met.

3. Early deliveries carried out prior to deadline, part deliveries and quantity deviations are not acceptable without our prior written approval. In case of deliveries prior to deadline, part deliveries and excess deliveries, we are entitled to refuse the acceptance of the delivery without bearing the cost involved.

4. In case of delays in delivery, we are entitled to demand flat-rate damages in the amount of 1 % of the delivery value for each full week, however not more than 10 % of the delivery value. We reserve the right to make further claims as are permitted by the law. The supplier is entitled to provide evidence that the delay has caused no damage or much less damage.

5. If we are in default of acceptance or in default of payment, the supplier's claim for compensation for the expenses involved shall be strictly limited to the amount of 0.5% of the delivery value for each full week, unless our failure is due to deliberate intent or gross negligence.

§ 5 Passing of Risk – Documents – Reference Number – Modes of Shipment – Delivery Times

1. Unless otherwise agreed in writing, the delivery shall be effected free domicile. The goods shall be transported at the risk and for the account of the supplier.

2. The supplier shall specify our order number, the order position number, the date of the order and our reference number on all order acknowledgements, invoices, shipping documents and delivery notes. Furthermore, he shall specify on the delivery note, the number of packages, the package numbers, the weights of the packages and the weight of the shipment. If he fails to do so, we are not responsible for any delays in processing.

3. The delivery note shall be attached to every shipment. In case of closed large shipments, the delivery note shall be enclosed with the shipping documents. In case of shipments packaged in several containers, it shall be attached to one of these containers, which has to be marked accordingly.

4. The packages of the shipment may not exceed the dimensions of 1240 mm (length) x 840 mm (width) x 1600 mm (height). In the case of an initial order, the supplier shall advise us in advance on large packages to be shipped. Pallet goods shall be delivered unmixed. On mixed pallets, single articles shall be put together in one package (cardboard box or similar), which shall be identified accordingly, specifying its contents (package number, order number, order position number, reference number, quantity, weight).

5. In case of an initial order, if the law demands that a safety data sheet for the ordered article should issued according to the dangerous goods regulations, the supplier shall enclose this safety data sheet with the invoice and the shipping documents. Furthermore, if the contents of the safety data sheet have been changed, he shall immediately send us its updated version. If articles ordered are classified by the manufacturer/supplier as being governed by the German GGVSE (“road and railway traffic”) dangerous goods regulations, all details required have to be specified on the products and the respective shipping documents. Furthermore, it has to be ensured that the packages are marked and transported according to the regulations.

6. If the shipment comes from abroad, the commercial invoice has to be attached to it when delivery is taken, for we submit our Intrastat declarations by ourselves.

7. Delivery can be taken only during the opening hours of our incoming goods area, which have to be enquired about in advance if necessary.

§ 6 Fault Testing – Liability for Material Defects

1. Upon receipt of the ordered goods, we shall immediately check, by means of the delivery note, whether they comply with our order in kind and quantity. Furthermore, we shall check the goods for any externally visible transit damage. If we find a fault or defect upon the above-mentioned inspection, we shall inform the supplier within 10 working days upon receipt of the goods or, in case of hidden faults or defects, within 10 working days upon detection of the fault or defect. We are not obliged towards the supplier to carry out any other inspections or to notifications than the above mentioned ones.

2. We are entitled to statutory fault claims without any restriction. Irrespective of that, we are entitled to demand at our own choice that the supplier removes any defects or provides replacement. In this case, the supplier shall bear any expenditure arising from the replacement delivery or the removal of the defects. We expressly reserve the right to claims for damages, particularly those for nonperformance.

3. The limitation period is 36 months from the date of the passing of risk.

§ 7 Product Liability – Indemnity

1. In so far as the supplier is responsible for a product fault or defect, he shall release us from third party damage claims upon first request, as the cause of the fault or defect lies within his domain and organization and he himself is liable in external terms.

2. Within the scope of the provisions detailed in section (1), the supplier shall also reimburse any expenditure in accordance with §§ 683, 670 BGB (German Civil Code) and §§ 830, 840, 426 BGB arising from or connected with a recall action we have carried out. We shall inform the supplier about the content and extent of the recall actions to be carried out, where possible and reasonable, and give him an opportunity to comment. Other legal claims remain unaffected.

§ 8 Protective Rights

1. The supplier guarantees that no rights of third parties are violated in connection with his delivery within the Federal Republic of Germany.

2. If a third party files claims against us on the grounds of a violation of his above mentioned rights, the supplier shall release us from these claims upon first written request. We are not entitled to make any agreement (or particularly any kind of settlement) with the third party without approval from the supplier.

3. The obligation of the supplier to release us from claims applies to any expenditure, which necessarily arises to us from or is connected with the third party claim filed against us.

4. The limitation period for the claims is 10 years from the conclusion of the contract.

§ 9 Reservation of Title – Product and Services to be provided by the Purchaser – Secrecy

1. We herewith explicitly reject any rights of the supplier to retention of title, extended reservation of ownership or extended reservation of title. We are entitled to process, to reconstitute and to sell the shipments in our ordinary course of business.

2. If we provide the supplier with parts, we retain ownership in these. These parts shall be processed or reconstituted by the supplier in our favour. If the objects retained by us are processed with other objects, which do not belong to us, we shall acquire co-ownership of the new product in the ratio of the value of the retained objects to the value of the other processed objects at the time of processing.

3. If the object provided by us is combined inseparably with other objects, which do not belong to us, we shall acquire co-ownership of the new product in the ratio of the value of the object provided by us, to the value of the other components of the new product at the time of combining. If the objects are combined in such a way that the product of the supplier has to be regarded as the primary product, it is agreed that the supplier shall transfer pro-rata coownership to us. The supplier shall keep the product of which we retain co-ownership or sole ownership, in custody for us.

4. The supplier shall keep absolutely secret all illustrations, drawings, calculations, as well asoth er documents and information he has received. They may not be disclosed to third parties without our express approval. The obligation of non-disclosure continues to remains in force after the termination of the contract. It expires when and in so far as the manufacturing knowledge, which is contained in the received illustrations, drawings, calculations and other documents, has become public knowledge.

5. The supplier remains solely responsible for the drawings, plans, calculations etc., which are used for the order, even if they have been approved by the purchaser.

§ 10 Data Protection

We store, process and use customer's personal data for the proper fulfilment of the order and for our own purposes. For this purpose we also use automatic data processing systems.

In order to fulfil the data protection requirements, we have taken technicalorganisational measures to ensure the security of the databases and data processing procedures with regard to Art. 24 DSGVO and Art. 32 DSGVO. The employees involved in the processing are committed to data protection and are required to strictly comply with all data protection regulations.

Any processing of personal data is subject to the data protection declaration. You can find our data protection declaration on our website at: www.rematiptop.de/footer/datenschutzerklaerung/ . In addition, as data controller, each customer is independently responsible for the compliance with the data protection legislation applicable in his or her country.

§ 11 Final Provisions

1. The legal venue is Munich / Germany, if the supplier has a registered business. However, we are entitled to sue the supplier at the court of his place of residence as well.

2. Unless otherwise agreed, the place of fulfilment is the place of delivery as specified in our order.

3. If individual provisions of the contract with the supplier including these General Purchasing Conditions are invalid in whole or in part, the validity of the remaining clauses shall be unaffected. The wholly or partially invalid provision shall be replaced by a provision whose economic success is related to the invalid one as closely as possible.

Date: October 2018