Supplier Code of Conduct

Sport Group and its affiliated companies (in the following: Sport Group), we are highly committed to upholding high ethical business standards, complying with legal requirements, caring for our employees’ safety and well-being, and acting responsibly within the region we live and work in, such that it benefits society. We choose suppliers who share our commitment to good ethical practices and in return we strive to be fair and honest, firmly believing that relationships built on our core values will be sustainable and beneficial for all parties involved.This Supplier Code of Conduct has been developed to incorporate the principles of Sport Group’s Code of Conduct as well as international norms on human rights and the protection of the environment. We view our suppliers as partners and expect them to follow our core values and maintain the standards set forth in this Supplier Code of Conduct.Sport Group defines suppliers as any organization or entity that directly provides goods and/or services to Sport Group. The Code is meant to act as a reference during our selection and retention of all suppliers that provide goods or services supporting our operations worldwide.

Legal compliance:

‍Suppliers must comply with all applicable legislation, including laws, regulations and legal requirements on human rights, labor standards, the environment, anti-corruption, and trade and customs. Sport Group expects its suppliers to comply with country-specific or local legislation, international norms, or Sport Group’s specific standards, whichever standard is higher. Should conflicts arise between local legislation and international norms or Sport Group- specific standards, the supplier is expected to inform Sport Group immediately.In accepting the Sport Group Supplier Code of Conduct the supplier confirms to comply with our supplier expectations regarding the following:

1. Human Rights

The core of our effort to uphold ethical and sustainable business operations is the commitment to respect all people and their human rights. The appreciation of diversity and the creation of an inclusive organizational culture is a driving force of innovation and growth for us.
We are committed to respecting human rights by upholding the principles of the United Nations Universal Declaration of Human Rights. Human rights refer to the basic standards of treatment to which all people are entitled, including but not limited to economic, social, cultural, political, and civil dimensions. For us, this means ensuring that our products and services are provided under conditions that demonstrate respect for the people providing them and the people living in the communities around our operations, as well as those of our suppliers.

We recognize our responsibility to protect against human rights abuse throughout our operations and develop a culture which supports these principles: freedom, individuality, equality, citizenship, right to assemble, and health. Freedom includes but is not limited to freedom of speech and freedom of association as well as the right to collectively bargain. We expect our suppliers to comply with the human rights standards that we defined for our own operations.

We also recognize our responsibility to continuously improve our approach to protecting human rights, updating our practices and raising awareness of upcoming business practices and decisions containing human rights impacts. We maintain a zero-tolerance policy for human trafficking, child labor, and forced labor. We prohibit discrimination based on age, ancestry, color, religious creed, disability, marital status, medical condition, genetic information, national origin, race, sex, gender, gender identity, gender expression, sexual orientation, or any other characteristic protected by international, federal, state and/or local law.

Corporal retaliation and punishment as response to rightful conduct in line with any of the previously established human rights is prohibited. Disciplinary practices are to be justified and not to conflict with any human or labor rights.

2. Labor Standards:

Suppliers are expected to hire, compensate, provide benefits and access to training, promote, terminate and/or retire employees without regard to race, color, religion, national origin, political affiliation, union membership, marital status, pregnancy, age, disability, gender, gender identity, sexual orientation, or any other characteristic unrelated to the ability to do a job.

Suppliers are expected not to employ child labor. Sport Group will not knowingly engage a supplier that directly or indirectly through a third party employs child labor on the supplier’s premises. We define “child labor” as work or service extracted from anyone under the age of sixteen (16), the minimum age for employment in that country, or the age for completing compulsory education in that country, whichever is higher.

Suppliers are expected not to employ forced, slave, convict, or bonded labor. Sport Group will not knowingly engage a supplier that directly or indirectly through a third-party employs forced, slave, convict or bonded labor on the supplier’s premises. Suppliers are expected to not employ persons who were trafficked into employment on the supplier’s premises or engage in human trafficking.

Suppliers are expected to provide their employees with compensation benefits and working hour schedules in compliance with all applicable laws and collective agreements. The legal maximum working hours are to be respected and strictly followed. Further to the local and regional legal standards, Sport Group expects from all its suppliers to ensure compliance with the relevant standards declared by the ILO (International Labour Organization). This includes but is not limited to the ILO conventions No. 1, No. 14, No. 30, No. 47, No. 116, and the ILO Tripartite Declaration. It shall be followed whichever standard is higher.

Appropriate pay in return for all conducted labor needs to be ensured. The national minimum wages are to be followed and respected. If the job requires on-site accommodation, appropriate living standards need to be ensured including but not limited to sufficient personal space and adequate sanitary facilities.

3. Safety

As employer, we have a responsibility to maintain a safe, healthy and productive work environment for our employees and suppliers on our work sites. The protection of our employees, property, the public, and the environment are essential to the efficient and successful completion of every project we undertake. We believe that the prevention of injuries and incidents is more than just good business, it is our moral obligation. We expect our suppliers to themselves maintain the safety and health of their employees and the environment they operate in.

4. Environmental Stewardship

Sport Group is committed to act sustainably, in an environmentally responsible manner, and protect the environment. Our goals are to the conservation of natural resources and the protection of water, air, land, and biodiversity.

Suppliers must comply with all environmental requirements specific to the products or services provided as described in design and product specifications, contract documents, and within the parameters of our environmental standards. Suppliers are expected to establish an appropriate environmental management system including the definition of concrete goals and appropriate mechanisms to monitor the reduction of their environmental footprint.

In procuring raw materials, suppliers are expected to verify that all materials used in the manufacture of Sport Group products or sale of products to Sport Group were sourced in compliance with all applicable environmental laws, regulations and legal requirements. To ensure safe handling, movement, storage, recycling, reuse, and disposal, Suppliers are expected to identify and manage substances that pose a hazard if released to the environment and comply with applicable labeling laws and regulations for recycling and disposal.

5. Responsible Material Sourcing

Sport Group does not tolerate the use of raw materials that directly or indirectly contribute to armed conflict or human rights abuses in any of its products. Suppliers must take reasonable steps to ensure that the products they provide do not contain Conflict Minerals as described by the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas”

6. Anti-Corruption and Anti-Bribery

Suppliers must comply with all laws and legal acts regarding anti-corruption and anti-bribery enforceable in the jurisdictions in which they conduct business. We strictly prohibit illegal payments, or promises to provide anything of value, to a Foreign Government Official (FGO) which are designed to gain an illegal business advantage (Bribe), including but not limited to, inappropriate payments made directly or indirectly to an FGO. We require that our books, records, and accounts are kept in reasonable detail and that all transactions are accurately and fairly reflected in accounting records. These standards apply to our employees, suppliers, and any stakeholder acting on Sport Group’s behalf. We maintain a zero-tolerance policy for bribery or violation of our anti-bribery and anti- corruption policy. We expect that our suppliers will not directly or indirectly offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the payment of any money, or anything else of value to any person, including any official or employee of any government, or any person acting in an official capacity for or on behalf of any such government for the purpose of
-    influencing or rewarding any act or decision of such person, official, employee, party or candidate, or
-    inducing such person, official, employee, party or candidate to do or omit to do any act in violation of his or her lawful duty, or
-    inducing such official, employee, party or candidate to use its or his/her influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, or
-    securing any improper advantage for the supplier.

Similarly, Sport Group prohibits the facilitation of payments and we expect our suppliers to never make such payments on Sport Group’s behalf.

7. Subcontracting

Suppliers are expected to hold their subcontractors and suppliers accountable to principles in line with this Code.

8. Conflicts of Interest

Suppliers must conduct business in an open, transparent, and supportive way that supports fair business opportunities. We expect suppliers to prevent any actions or conditions that could result in a conflict of interest, the appearance of a conflict of interest, or that may compromise the exercise of independent judgment during the execution of work for Sport Group or on Sport Group’s behalf.

9. Gift Exchange

Accepting or giving gifts can create a sense of obligation or preferential treatment. Therefore, and to avoid such conflicting situations, we discourage our suppliers from exchanging gifts with Sport Group members.

10. Violations

A supplier who violates the Supplier Code may be terminated. We do not consider suppliers who do not demonstrate high ethical standards, compliance with applicable laws, and the Sport Group Supplier Code of Conduct. We strongly encourage any ethical or legal misconduct or violations of Sport Group’s Supplier Code of Conduct to be reported to our Sport Group legal department (Supplier.CoC@sportgroup-holding.com). All information will be treated highly confidential.

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Policy

1. Controller

The Controller for the processing of data on this website is:

Melos GmbH

Bismarckstrasse 4–1049324 Melle, Germany

Telephone: +49 54 22 94 47-0

Email: info(at)melos-gmbh.com

The Controller is the natural or legal person that, alone or jointly with others, determines the purposes and means of the processing of personal data (names, email addresses, etc.).

2. Contact details of data protection officer

We have appointed a data protection officer for our company.

pco GmbH & Co. KG

Michael HerzigHafenstraße 1149090 Osnabrück

Telephone: +49 541 605 1500

Email: datenschutz(at)melos-gmbh.com

3. Data collection on our website

Nature and purpose of the processing: When you access our website, general information will be collected automatically. This information (which is stored in server log files) includes details such as the kind of browser and operating system you are using, your browser type and the version used, the domain name of your internet service provider, the host name of the computer you are using to access the website, your IP address, the website from which you were directed to our website, websites accessed from our website, the date and time of your visit, details of whether you were able to load the website successfully, and the amount of data transmitted.In particular, this data shall be processed for the following purposes:

•    To ensure proper connection to the website

•    To ensure a smooth user experience on our website

•    To analyse the security and stability of our systems

•    Other administrative purposes

These purposes represent a legitimate interest on our part in processing this data. We will not use your data to determine any details relating to you as a person. Where necessary, we shall statistically analyse this type of information to optimise our website and the technology we use to provide it.

Legal basis: This processing is conducted in accordance with Article 6(1)(f) of the GDPR on the basis of our legitimate interest in improving the stability and functionality of our website. Recipients: The recipients of this data are technical service providers who, in their role as Processors, are responsible for the operation and maintenance of our website.

Retention period: The data shall be erased as soon as it is no longer required for the purpose for which it was originally collected. For data used to provide the website, this generally occurs once the session in question ends.

Legal grounds or requirements for providing your data: You are neither legally nor contractually obliged to provide us with the aforementioned personal data. However, if you do not provide us with your IP address, we cannot guarantee that you will be able to use our website and enjoy the full range of its functions. Furthermore, certain services may not be available or may be restricted. As such, it is not possible for you to object to the collection of this data.

4. General information on the use of cookies

Type and purpose of processing: Cookies may be used when visiting our websites. Cookies are text files that are created by the browser when a page is accessed in order to store data about a browser during and after a page visit. As a rule, unique character strings are stored in the cookie for this purpose, by means of which a server can recognize a browser. Cookies can also contain personal data.

We use cookies, among other things, to ensure the technical functionality of the website (technically necessary cookies) and to integrate additional online services from third-party providers on our website (technically unnecessary cookies). Cookies can be stored by the visited site (first-party) or by online services of a third-party provider (third-party), if you have enabled a third-party service.

To enable us to use cookies and third-party services in a privacy-compliant manner and to give you control over the use of cookies, we use a Consent Banner on our website. The Consent Banner is used to monitor the user's decision, to document it and to transfer it to other systems. The Consent Banner is displayed the first time you visit our website and you can make your cookie settings, i.e. declare your consent to the respective use of cookies.

Whether and which cookies are used when you visit our websites depends on which areas and functions of our websites you use and whether you consent to the use of cookies that are not technically necessary in our Consent Management System.

Legal basis:
Technically necessary cookies:
The legal basis for the use of technically necessary cookies is our predominantly legitimate interest pursuant to Art. 6 para. 1 p. 1 lit. f DSGVO in conjunction with. § Section 25 (2) no. 2 TTDSG.

Technically unnecessary cookies:
The legal basis for the use of technically unnecessary cookies is your consent pursuant to Art. 6 para. 1 p. 1 lit. a DSGVO in conjunction with. § Section 25 (1) TTDSG.

Recipients or categories of recipients: Recipients of the data may be technical service providers who act as order processors for the operation and maintenance of our website. For further recipients, please refer to the information below on the display, tracking, remarketing and web analysis technologies used.
Storage duration: Please refer to our Consent banner for the storage duration of the individual cookies.
Provision mandatory or required: Of course, you can also view our website without cookies. Web browsers are regularly set to accept cookies. In general, you can stop the use of cookies at any time via your browser settings. Please note that individual functions of our website may not work if you have disabled the use of cookies.

5. Applied technologies and providers

Google Analytics

Nature and purpose of the processing: This website uses Google Analytics, a web analytics service of Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Irland (hereinafter: “Google”). Google Analytics uses “cookies”, which are text files saved on your computer to facilitate an analysis of how you use the website. The information generated by the cookie about your use of this website is generally transmitted to and stored by Google on a server in the USA. Since IP anonymisation has been activated on these websites, your IP address will, however, first be shortened by Google within Member States of the European Union or in other states party to the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transmitted by Google to a server in the USA, and shortened there. Google will use this information on behalf of the operator of this website to analyse your use of the website, compile reports on website activities and to render additional services associated with website use and internet use for the website operator. The IP address transmitted by your browser as part of Google Analytics is not combined with other data by Google. The data is processed to analyse the use of the website and to compile reports about activities on the website. Further related services are then to be provided based on use of the website and the internet.

Legal basis: The data is processed based on consent by the user (Article 6(1)(a) GDPR).

Recipients: Google is the recipient of the data.

Retention period: The data is erased as soon as it is no longer required for the purposes of our records, generally after six months.
Legal grounds or requirements for providing your data: The decision on whether to provide us with your personal data is voluntary, based entirely on your consent. If you prevent access, this may restrict certain functions on the website. You can of course visit our website without using cookies. Internet browsers are routinely set up to accept cookies. You can generally deactivate the use of cookies at any time in the settings of your browser (see withdrawal of consent). Please note that individual functions of our website may not work if you have deactivated the use of cookies.

Withdrawal of consent: You can change your consent to the use of Google Analytics in our cookie settings here. Furthermore, you can prevent the capture of data (including your IP address) generated by the cookie and related to your use of the website by Google as well as the processing of this data by Google by downloading and installing the browser plug-in available at the following link: Browser add-on to deactivate Google Analytics.

Profiling: By using the Google Analytics tracking tool the behaviour of visitors to the website can be assessed and their interests analysed. To this end we generate a pseudonymised user profile.

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Facebook Pixel

Nature and purpose of the processing: On our website we use the “Facebook pixel” of Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland.
Using the Facebook pixel, Facebook is able to define the visitors to our website as a target group for the display of advertisements (Facebook Ads). Accordingly, we use the Facebook pixel to display the Facebook ads we place only to Facebook users that have also shown an interest in our website, or who exhibit certain characteristics (e.g. interest in certain topics or products determined based on the visited website) that we transmit to Facebook (“custom audiences”). By using the Facebook pixel we can also track the efficiency of Facebook ads for statistical and market research purposes, by seeing whether website visitors were directed to our website after clicking on a Facebook ad (“conversion”). The Facebook pixel is integrated directly by Facebook upon accessing our websites, and saves a cookie on your device. When you then log into Facebook, or visit Facebook while logged in, the visit to our website will be noted in your profile. We can draw no conclusions about the identity of website visitors based on the captured data. However, the data is saved and processed by Facebook so that it can be linked to the given user profile and used by Facebook for its own market research and advertising purposes.

Legal basis: The data is processed based on consent by the user (Article 6(1)(a) GDPR).

Data recipients or categories of data recipients: The recipient of the data is Facebook. You can find further information on data processing by Facebook at:
www.facebook.com/policy.php
www.facebook.com/help/186325668085084
Withdrawal of consent: You can object to the use of the Facebook pixel at any time by changing your cookie settings here.  

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LinkedIn Insight Tag

Nature and purpose of the processing: On this website we use the Insight Tag of the social network LinkedIn. This is provided by LinkedIn Corporation, 2029 Stierlin Court, Mountain View, CA 94043, USA (hereinafter: “LinkedIn”). The LinkedIn Insight Tag facilitates the collection of data on visits to our website, including the URL, referrer URL, IP address, device and browser properties, time stamp and page views. With the help of this technology, visitors to this website can be played personalised ads on LinkedIn. It is also possible to generate anonymous reports on the performance of the ads and information on website interaction. The LinkedIn Insight Tag is integrated into this website for this purpose, creating a link to the LinkedIn server if you visit this website and are also logged into your LinkedIn account.

Legal basis: We process your data because you have given your consent, Article 6(1)(a) GDPR. Retention period: We store your data for as long we need it for the given purpose (campaign assessment) or until you object to the storing of your data or withdraw your consent. The collected data is encrypted.

Withdrawal of consent: You can object to the use of the Insight Tag at any time by changing your cookie settings here. You can also prevent the execution of the JavaScript code necessary for the tool by making an appropriate setting in your browser software. By making a change to the settings of your internet browser you can deactivate or restrict the execution of JavaScript, and therefore also prevent storage. Important: If the execution of JavaScript is deactivated, it is possible that not all of the website’s functions will be fully available any more.  In LinkedIn’s privacy policy at www.linkedin.com/legal/privacy-policy you can find further information on data collection and data use as well as options and rights with regard to protection of your privacy. If you are logged into LinkedIn, you can deactivate data collection at any time at the following link: https://www.linkedin.com/psettings/enhanced-advertising.

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Vimeo

We use Vimeo components on our website to embed videos on our web pages. This video website is run by Vimeo LLC, 555 West 18th Street, New York, New York 10011, USA. If you access a page on our website that has an embedded Vimeo video, your browser will connect to the servers of Vimeo. This will trigger a data transfer. Regardless of whether you have a Vimeo account or not, Vimeo will collect data on you. This includes your IP address, technical information about your browser type, your operating system, or very basic device information. Furthermore, Vimeo stores information about the websites you use the Vimeo service on, and what actions (web activities) you carry out on our website. More information: https://vimeo.com/privacy.

Legal basis: Your consent is required to use Vimeo, which you can give via our consent banner or two-click solution. Your consent forms the legal basis for processing in accordance with Article 6 (1) 1 a) of the GDPR. Please note that in the opinion of the European Court of Justice, the level of protection for data transfer to the USA is currently inadequate. Data is largely processed by Vimeo. This can mean that data might not be processed and stored anonymously. Moreover, US government authorities may gain access to individual data. Furthermore, this data might be linked to other services of Vimeo for which you have a user account.

Retention period: The data is stored at Vimeo until the company no longer has any economic reason to do so. Then the data shall be erased or anonymised.

Withdrawal of consent: You can change your consent to the use of Google Analytics in our cookie settings here. If you are a registered member of Vimeo, you can also manage cookies in your Vimeo settings.

6. Contact requests and enquiries, forwarding to third parties

Nature and purpose of the processing: The data you enter shall be stored for the purpose of allowing us to communicate with you individually. In order for us to be able to do this, you will need to provide us with your name, country of origin and a valid email address. This data enables us to determine where the enquiry has come from and subsequently respond to it. Depending on the nature of your enquiry, you can also provide us with additional, optional information on a voluntary basis.

Legal basis: The data entered in the contact form is processed on the basis of a legitimate interest (Article 6(1)(f) GDPR). We have provided the contact form with the aim of making it easy for you to contact us. The information you provide will be stored for the purpose of processing your enquiry and dealing with any follow-up questions. If you contact us in order to request a quotation or enter into a contract with us, the data entered in the contact form will be processed for the purpose of taking the necessary steps prior to entering into a contract (Article 6(1)(b) GDPR).

Recipients: Depending on the nature of your request, we may share your information with our distributors, trading partners or manufacturers, each of whom operates in the region where you are located or to which you are requesting a supply or service, in order to fulfil the request.

Data transfers to third countries: The recipients of the data can be IT service providers. In some cases, our IT service providers may be based in third countries outside the EU for which there is no adequacy decision from the European Commission. Where necessary, we shall enter into agreements with these service providers based on standard contractual clauses provided by the European Commission, and adopt additional guarantees to protect your data, and comply with the level ensured in the European Union by ECJ Decision C-311/18 (Schrems II Decision). If you wish to view the applicable documents, please contact our Data Protection Officer. This data will not be forwarded to third parties.

Retention period: We shall store the data you have provided until the purpose of the data retention no longer applies. If you enter into a contractual relationship with us, we will be subject to the statutory retention periods as defined in the German Commercial Code (Handelsgesetzbuch; HGB), and will erase your data once said retention periods expire.

Legal grounds or requirements for providing your data: The decision as to whether to provide us with your personal data is entirely voluntary. However, we can only process your enquiry if you provide us with your name, your email address and the reason for your enquiry.

7. Newsletters

Nature and purpose of the processing: When you subscribe to our newsletter, your email address will be used for our advertising purposes until you unsubscribe. You will receive regular information by email on current topics as well as emails about particular events, such as special offers. Based on our information about you, these emails can be personalised and tailored. You need to provide your email address to receive the newsletter. Unless you have given us your consent in writing, to subscribe to our newsletter we apply the “double opt-in” procedure, which means we will only send you a newsletter by email if you have previously confirmed to us expressly in writing that we should activate the sending of the newsletters. We will then send you a notification email, and ask you to click on a link in the email to confirm that you want to receive our newsletter. If you do not confirm your subscription within 24 hours, your information will be blocked and after one month automatically erased.

Legal basis: Based on your express consent (Article 6(1)(a) GDPR), we regularly send you our newsletter and comparable information by email to the email address you provided.

Recipients: The recipients of the data are processors, in this case Sendinblue GmbH (Newsletter2Go).

Retention period: The data is only processed in this context as long as the corresponding consent is available. Thereafter it is erased. Evaluations of newsletter statistics are erased after one month.
Legal grounds or requirements for providing your data: The decision on whether to provide us with your personal data is voluntary, based entirely on your consent. Without consent, we regrettably cannot send you our newsletters.

Objection and elimination: You can withdraw your consent to the storage of your personal data and the use thereof for sending newsletters at any time, with effect for the future. Every newsletter has a corresponding link for this. You can also contact us using the details in this privacy policy to withdraw your consent.  

8. How we handle applicant data

Nature and purposes of the processing: We will process your application data in order to assess whether you are suitable, capable and possess the technical skills required for the position for which you are applying.

Legal basis for the processing: The legal basis for the data processing as part of the selection process for establishing an employee relationship is provided by Section 26 (1) of the German Federal Data Protection Act (Bundesdatenschutzgesetz; BDSG) in conjunction with Article 6(1)(b) GDPR.

Data recipients or categories of data recipients: The internal recipients of the personal data contained in your application documents shall be the Human Resources staff responsible for processing your application.
We also use a recruiting tool that is provided by Prescreen (Prescreen International GmbH, Mariahilfer Straße 17, 1060 Vienna, Austria) and operates under the domain *.jobbase.io. Jobbase.io is the central platform we use for our applicant management processes. If you use our online form, your personal data will be collected directly in jobbase.io. Your data may also be transferred to this electronic recruiting system if you apply for a position with us by post or email. In carrying out these tasks for us, Prescreen processes personal data on our behalf and thus acts as a Processor for Melos GmbH in accordance with Article 28 of the GDPR.
We use cookies to make your online application process on our website as user-friendly as possible. These cookies are technically required, and are used for your application process on the basis of our legitimate interest (Article 6(1)(f) GDPR). They are also used to ensure that you can later continue your application from where you left off, if your application process is interrupted for any reason. The cookies ensure that any documents you upload prior to such an interruption do not need uploading again when you return, that your application is marked as incomplete, and that the data you have provided up until this point is only visible to our company with restrictions.
Generally speaking, you can view, edit, update or delete the data you have provided as part of your online application at any time in your candidate profile. If you wish to delete this data, we will notify you of the exact date on which the data will be erased, and the data will be erased automatically in accordance with the conditions defined in this Privacy Policy.
For some aspects of processing your personal data, we will use our external IT service providers to help us with data processing tasks. We take great care when selecting these service providers, and they are always commissioned in accordance with a written contract that legally requires them to comply with our instructions. In some cases, our service providers may be based in third countries outside the EU for which there is no adequacy decision from the European Commission. Where necessary, we shall enter into written agreements with these service providers based on standard contractual clauses provided by the EU Commission. If you wish to view the applicable documents, please contact our Data Protection Officer. This data will not be forwarded to third parties.

Retention period/criteria for determining the retention period: Your personal data/application documents shall be erased or destroyed after no more than six months following receipt of the decision regarding your application (acceptance or rejection), except in cases where a longer retention period is required in order to defend against potential legal claims. Your data shall only be stored beyond this period in our “applicant pool” if you have expressly consented to this retention of your data (Article 6(1)(a) GDPR). If your application is accepted and you end up being employed, your application documents shall be transferred to your personnel file.
Legal grounds or requirements for providing your data: We require you to provide your personal data in order for us to conduct the selection process in accordance with the legal requirements. If your application does not contain all the personal data required for us to reach a decision, we hereby notify you in advance that this may lead to you not being considered for the position in question.  

9. Participation in webinars

Nature and purpose of the processing: We offer webinars on a regular basis. Webinars are designed for us to communicate with a group of people who register for these digital conferences online for the purpose of acquiring information. By registering on our website you enter into a contract with us, or in the case of free webinars then at least a quasi contract, for the performance of the webinar. For the registration we need your name, your company and your contact details (email and telephone). Furthermore, the IP address issued by the Internet Service Provider (ISP) of the data subject is stored along with the date and time of the registration. The provision of further personal data, e.g. by approving the use of a camera or microphone, is not required and is a voluntary decision by the participant.  If you give your consent (opt in) when registering, we can use your personal data to contact you later on and notify you about our products and services. This form of contact is made electronically, but sometimes also by telephone. Legal basis: If the registration is necessary to execute a contract to which the data subject is party, or in order to take steps prior to entering into a contract, the legal basis for the processing of the data is Article 6(1)(b) GDPR. We process your data for the purposes of subsequently making contact with you based on your consent in accordance with Article 6(1)(a) GDPR.  Recipients: To conduct the webinars we use “Microsoft Teams” from Microsoft or the streaming service “Vimeo”. In some cases, our IT service providers may be based in third countries outside the EU for which there is no adequacy decision from the European Commission. Where necessary, we shall enter into agreements with these service providers based on standard contractual clauses provided by the European Commission, and adopt additional guarantees to protect your data, and comply with the level ensured in the European Union by ECJ Decision C-311/18 (Schrems II Decision). This data will not be forwarded to third parties. Retention period: The data shall be erased as soon as it is no longer needed to achieve the purpose for which it was collected. For example, this applies if you have not consented to the processing of your data for advertising purposes or if you have cancelled your registration. Furthermore, your data may be retained in accordance with the retention periods stipulated in commercial and tax law (usually six or ten years), or to defend against potential legal claims. Legal grounds or requirements for providing your data: The client must give the provider personal data if he or she wants to enter into a contract with the provider on the use of the webinars. This contract for use cannot be concluded if the data is not provided.  Objection and elimination: Registered users also have the opportunity to change or delete the data given during their registration at any time as needed, unless contractual or legal obligations prevent such deletion. You can withdraw your consent to the use of your personal data for advertising purposes at any time with effect for the future. You can also unregister at any time via this website, or send us your withdrawal intention using the contact details given at the end of this privacy policy.

10. Processing of customer and supplier data  in the context of business communications

Nature and purpose of the processing: We shall collect and process your data in order to communicate with you for business purposes. This may include for the purposes of entering into business with you or for fulfilling contractual and legal obligations, offering products and services, and strengthening our customer relationship with you, all of which constitutes a legitimate interest on our part in the processing of your data. If you do not provide us with your personal data, we will often be unable to fulfil the aforementioned purposes.

Legal basis: Depending on which phase we are in with regard to our contact with you, the following legal bases for the processing of your data may apply:

• Fulfilment of a contract or taking the necessary steps prior to entering into a contract (Article 6(1)(b) GDPR)
• Fulfilment of legal obligations to which we are subject (Article 6(1)(c) GDPR)
• Safeguarding our legitimate interests (Article 6(1)(f) GDPR)
• Consent given by you to the processing of your personal data (Article 6(1)(a) GDPR)

Recipients: Within our company, we ensure that only those individuals receive your data who need it to fulfill contractual and legal obligations. In some cases, we use other service providers to process business transactions. These can be, for example, parcel services, banks, Internet service providers, manufacturers, distributors, trading partners, IT service providers and tax consultants.

Data transfers to third countries: It may happen that our IT service providers process data in third countries outside the EU for which an adequacy decision of the EU Commission is missing. Where necessary, we conclude EU Commission standard contractual clauses with these service providers and take additional safeguards to protect your data in order to comply with the level granted in the European Union in accordance with ECJ decision C-311/18 (Schrems II decision). You can obtain access to relevant documents via our data protection officer. The data will not be passed on to third parties.

Retention period for your personal data: Generally speaking, your personal data will be erased or blocked as soon as the purpose for which it was originally stored no longer applies. Where continuing obligations exist, your personal data will need to be stored until the contract in question expires. Warranty periods may also need to be observed. Furthermore, your data shall be retained in accordance with the retention periods stipulated in commercial and tax law (usually six or ten years), except in cases where a longer retention period is required in order to defend against potential legal claims.
Legal grounds or requirements for providing your data: The terms of the contract in question may require you to provide your personal data.

11. Video surveillance

Nature and purpose of the processing: Parts of our business premises are kept under video surveillance in line with the markings on the approach roads and at the respective entrances. This is for the following purposes:

• Control of unauthorised entry to the business premises
• Prevention of damage and clarification of any liability claims
• Protection against and detection of vandalism and theft
• Implementation of facility rules

Legal basis: The video surveillance takes place on the basis of Article 6(1)(f) of the GDPR, and the processing is required to safeguard the legitimate interests of the controller. Such include the identification of possible liability claims, the prevention and detection of vandalism and theft, the control of unauthorised access to the business premises and the implementation of the facility rules set by Melos GmbH.  

Retention period: The recordings are erased if they are no longer required to meet the given purpose, or if the data subjects have legitimate interests against further retention. Recordings are generally erased after 5 days. If there is a concrete suspicion of a crime, the recordings shall be retained until they are no longer required to clarify the situation.
Data recipients or categories of data recipients: The video data will not be forwarded to third parties.  

12. Social plugins

Nature and purpose of the processing: On our website we offer the option of using “social media buttons”. To protect your data, these buttons are only placed on the website as graphics that contain a hyperlink to the corresponding website of the button provider. By clicking on the given graphic you are this directed to the services of the provider in question. Only then is your data sent to the given provider. If you do not click on the graphics, no data is transferred between you and the provider of the social media buttons. You can find information about the collection and use of your data in the social networks in the terms of use of the various providers.
We have integrated the social media buttons of the following companies on our website:
Facebook, LinkedIn, Xing, YouTube

13. Use of various social networks

General note on the processing of your data: We maintain company profiles on a variety of social media sites and similar platforms, i.e. Facebook, LinkedIn and XING. These pages are used to market the company and establish contact with potential and existing customers. We regularly insert links to these pages on our website.
If you use our profiles on social media to contact us (e.g. by creating your own posts, reacting to our posts or sending us direct messages), we shall use the data you provide to us in these contexts exclusively for the purpose of contacting you in order to handle your enquiry.
However, please note that when you visit our profiles on the aforementioned networks, your personal data will also be collected, used and stored by the owners of the particular social network. This will happen even if you do not have a profile of your own in the social network in question. The individual data processing activities and their scope will vary depending on the owner of the given social media site, and are not necessarily known to us. As such, we cannot rule out the possibility of your data being processed for market research and marketing purposes by the providers of the platforms in question. For example, your user behaviour and the interests it indicates may be used to create usage profiles. Such usage profiles can in turn be used, for example, to display advertising both on and off the platforms in question that presumably correspond to users’ interests. Furthermore, usage profiles may also contain data on the devices used by users, location data, and what is known as metadata. To this end, cookies and similar files are often saved on users’ computers in order to log their user behaviour and interests. In addition to this, most such platforms also use “tracking pixels”.
For a more detailed breakdown of how social media sites process your data and the options available to you for opting out of this, follow the linked information from the respective providers below.

More details on our Facebook fan page: As the owner of a Facebook fan page, we can only see the information saved in your public Facebook profile, and only if you actually have such a profile and are logged into it while viewing our fan page. In addition to this, Facebook provides us with anonymous usage statistics that we can use to improve the user experience for visitors to our fan page. However, we do not have access to the individual user data on the visitor that is used by Facebook to produce these statistics. Likewise, we do not make any decisions with regard to the processing of Insights data or any other form of information obtained in accordance with Article 13 of the GDPR, including legal basis, Controller identity, or retention periods for cookies placed on user devices. Facebook has agreed to assume the primary responsibility for the processing of this data in accordance with the GDPR, to fulfil all the obligations pertaining to this data in accordance with the GDPR, and to make the essence of this arrangement available to the Data Subjects (see www.facebook.com/legal/terms/page_controller_addendum).

Facebook
Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland)
Privacy policy: www.facebook.com/about/privacy/
Information on Insights data:
www.facebook.com/legal/terms/information_about_page_insights_data 

Instagram
Instagram (Instagram Inc., 1601 Willow Road, Menlo Park, CA, 94025, USA)
Privacy policy: instagram.com/about/legal/privacy/

Linkedin
LinkedIn (LinkedIn Ireland Unlimited Company Wilton Place, Dublin 2, Ireland)
Privacy policy: www.linkedin.com/legal/privacy-policy 

XING
XING AG, Dammtorstraße 29-32, 20354 Hamburg, Germany
Privacy policy: privacy.xing.com/de/datenschutzerklaerung 
Google/YouTube
Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland Privacy policy: policies.google.com/privacy

Legal basis: Communication data: Depending on which phase we are in with regard to our contact with you, the following legal bases for the processing of your data may apply:

• Fulfilment of a contract or taking the necessary steps prior to entering into a contract (Article 6(1)(b) GDPR)
• Fulfilment of legal obligations to which we are subject (Article 6(1)(c) GDPR)
• Safeguarding our legitimate interests (Article 6(1)(f) GDPR)
• Consent given by you to the processing of your personal data (Article 6(1)(a) GDPR)

Other processing activities: The data processing activities we utilise on our social media pages serve our legitimate interests and those of the providers in question with regard to improving the user experience for visitors to our company profiles in order to tailor these profiles to suit our target audience. As such, the legal basis for these data processing activities is Article 6(1)(f) of the GDPR. In cases where the users are asked by the providers of the platforms in question to consent to the aforementioned data processing activities, the legal basis for the processing is Article 6(1)(a) of the GDPR.

Retention period: We erase stored data as soon as you ask us to do so or our need to retain it ceases to exist; where statutory retention periods apply (usually six or ten years), we shall restrict the processing of the stored data accordingly, except in cases where a longer retention period is required in order to defend against potential legal claims.

Recipients: We do not forward the data collected from you to third parties. However, we cannot rule out the forwarding of this data to third parties (e.g. business partners, advertising companies) by the owners of the social media websites in question, nor do we have any influence over whether or to what extent they do so.
Third country transfers: We hereby notify you that data collected on visitors to social media websites may also be processed outside of the European Union. This can result in risks for users, as it could, for example, make it more difficult for them to assert their rights.
Your rights as a data subject: As a supplement to the “Data subject rights” section of this Privacy Policy, please note that the most effective way of asserting your rights, especially requests for information, is to contact the providers directly. Only the providers have access to user data and are able to take direct action and provide information. Nevertheless, please feel free to contact us if you require assistance.

14. Data subject rights

You can use the contact information provided for our data protection officer at any time to assert the following rights with regard to all the data processing activities detailed above:

• The right to access the personal data we have stored on you and to learn how this data has been processed (Article 15 GDPR)
• The right to the rectification of incorrect personal data (Article 16 GDPR)
• The right to the erasure of the personal data we have stored on you (Article 17 GDPR)
• The right to the restriction of processing for data that we are not yet permitted to erase due to legal obligations (Article 18 GDPR)
• The right to object to the processing of your data by us (Article 21 GDPR), and
• The right to data portability if you have consented to the processing of your data or entered into a contract with us (Article 20 GDPR)

Any consent you give us can be revoked at any time with effect for the future. You can lodge a complaint with a supervisory authority at any time, e.g. with the state supervisory authority for your place of residence or the supervisory authority responsible for us in our role as a Controller. You can find a list of supervisory authorities (for the German non-public sector) and their addresses here:
www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html.

15. Further information

Opt-out for advertising emailsWe hereby object to the use of the contact information published as part of our obligation under German law to provide a “Legal Notice” (legal information for our company) to deliver any advertising or information materials that we have not expressly requested. The owners of the webpages expressly reserve the right to take legal action in response to the receipt of any unsolicited advertising information, e.g. in the form of spam emails.SSL/TLS encryptionFor security reasons and in order to ensure that confidential information, such as orders or enquiries sent by you to us as the owner of this website, is protected when it is being transmitted, we use SSL and TLS encryption. When a connection is encrypted, the “http://” in the address bar in your browser will change to “https://”, and a padlock symbol will appear next to it.When SSL or TLS encryption is active, third parties will not be able to read the data you send to us.No automated decision-making will take place based on the personal data you provide in conjunction with your use of our website. Parts of this Privacy Policy have been drafted with the help of activeMind AG, the experts for external Data Protection Officers (Version #2019-04-10), and other tools.

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General Conditions of Purchase

September 15, 2019

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1. General

1.1 The contractual relationship between the Contractor and Melos GmbH (hereinafter referred to as "Principal") regarding the deliveries and services provided by Contractor (hereinafter jointly referred to as "Delivery") shall be based on the order and on these Conditions of Purchase.

1.2 Contractor’s conditions of delivery and other terms of contract of the Contractor, as well as any amendments or supplements to the order, shall not become part of the contract unless Principal expressly agrees in writing.

1.3 In addition to these Conditions of Purchase, the statutory provisions shall apply if and to the extent the statutory provisions are not amended or explicitly excluded by provisions of these Conditions of Purchase.

2. Orders

An order shall be legally binding only if issued by Principal in writing using a PRINCIPAL order form and a Principal order number unless otherwise agreed (e.g. electronic data interchange (EDI), vendor-managed inventory (VMI) or consignment stock). An order that is not subject to an explicit time limit for acceptance can be revoked by Principal two weeks after receipt of the order, provided that the order was not previously accepted by the Contractor.

3. Invoices / Taxes

3.1 The Contractor shall make out a separate, verifiable and clear invoice for each order. Each invoice shall state the order details (Principal order number, date of order, order line item, material number, quantity and price) and shall comply with the statutory provisions governing invoicing in the country in which Principal has its domicile.

3.2 All prices are net and shall be payable, plus any value added tax or tax similar to value added tax at the statutory tax rate that applies at the point in time of taxation. The aforementioned taxes shall be borne by Principal irrespective of the country in which they arise. The Contractor shall reimburse Principal for any taxes deducted at source irrespective of the country in which they arise. All other taxes, levies, duties, fees and other charges shall be borne by the Contractor itself or, as the case may be, reimbursed to Principal, irrespective of the country in which they arise.

4. Payments

4.1 Payments shall be made within 14 days less 3% cash discount or net within 30 days. Unless otherwise agreed, Principal shall be entitled to make payments in Euro.

4.2 The term of payment commences as soon as the Delivery has been taken or, as the case may be, accepted and an invoice in due form has been received by Principal. If Deliveries are taken or, as the case may be, accepted ahead of schedule, the term of payment shall commence on the agreed date of delivery. Cash discount shall be permissible even if Principal makes a set-off or withholds payments in a reasonable amount due to defects.

5. Delivery Time / Deliveries / Contractual Penalty / Permitst

5.1 All agreed dates and periods shall be binding. Deliveries prior to the agreed dates or periods shall require the prior written consent of Principal. If Deliveries are effected prior to the agreed dates or periods without the prior written consent of Principal, Principal reserves the right to return such Deliveries at the expense and risk of the Contractor.

5.2 As soon as the Contractor realizes that it will not meet a date or period, it shall inform PRINCIPAL without undue delay in writing of the period of the delay, indicating the reasons for the delay and the planned corrective measures. The assertion of any rights due to the delay by PRINCIPAL shall remain unaffected.

5.3 If the Contractor is in delay in delivery, in whole or in part, PRINCIPAL shall be entitled to claim a contractual penalty for each delay, amounting to 0.3% of the value of the respective delayed Delivery for each completed working day of such delay, but for each delay not exceeding 5% of the value of respective delayed Delivery. This shall not affect any claims for performance or damages; however, the contractual penalty shall be credited against any claims for damages due to such delay. PRINCIPAL shall be entitled to claim the contractual penalty until the final payment is made, even if it does not reserve such right at the time of taking or, as the case may be, accepting the respective Delivery.

5.4 The Contractor shall obtain any permits necessary for the Delivery in due time and at its own expense.

6. Place of Performance / Transfer of Risk / Dispatch / Transfer of Title

6.1 Place of performance shall be the delivery address stated by PRINCIPAL.

6.2 If acceptance is required by law or has been agreed, the risk shall pass to PRINCIPAL at the time of acceptance, otherwise at the time of taking the respective Delivery at the place of performance.

6.3 Delivery shall be effected DDP (Incoterms 2020) to the delivery address stated by PRINCIPAL. PRINCIPAL shall be entitled to choose the carrier and the mode of transport.

6.4 Each Delivery shall be accompanied by packing or delivery notes specifying the contents and the necessary order details (PRINCIPAL order number, date of order, order line item, material number, quantity).

6.5 Title to the respective Delivery shall pass to PRINCIPAL upon delivery at the place of performance.

7. Use of Subcontractors

Third parties (in particular any subcontractors) may only be engaged or replaced by Contractor with Principal’s prior written consent. If Contractor intends to use any subcontractors to perform the contract from the outset, the Contractor must inform the Principal of this when submitting its offer.

8. Statutory Minimum Wages Act (MiLoG), Employee Assignment Law (AEntG), Prohibition on Illegal Employment

8.1 Contractor must ensure that the employees used by Contractor or its subcontractors or personnel service providers to perform contracts with Principal receive the minimum wage as per the German Minimum Wages Act (MiLoG), respectively the minimum hourly rate of pay (Mindeststundenentgelt) according to the regulation based on section 3a of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz) or, if the services to be provided are subject to the scope of the Employee Assignment Law (AEntG), the respectively required industry minimum wage. Contractor shall ensure that binding obligations to pay contributions to social security carriers, employers’ liability insurance associations and other institutions such as the joint institutions of the collective bargaining agreement parties named in section 8 AEntG are complied with.

8.2 When choosing subcontractors or personnel service providers, the Contractor shall check fulfillment of the preliminary conditions as per Clause 8.1 and require them to provide written confirmation of compliance. In addition, Contractor shall obtain written assurance from these parties that they will require other subcontractors or personnel service providers as may be engaged to comply with the requirements.

8.3 Contractor shall indemnify Principal against justified claims any employee of the Contractor or any employee of a subcontractor, regardless of level, or of a personnel service provider used has brought forward towards Principal as guarantor of payment of the statutory minimum wage or industry minimum wage, or claims by one of the institutions of the collective bargaining agreement parties named in section 8 AEntG for the provision of payments.

9. Acceptance

9.1 If acceptance is required by law or has been agreed, the Delivery shall be made available by the Contractor in due time for acceptance by PRINCIPAL. The results of the acceptance test shall be documented in an acceptance test record within a reasonable period of time.

9.2 If the acceptance test reveals no, or only minor, defects, PRINCIPAL will declare acceptance in writing without undue delay after finishing the acceptance test. The Contractor's obligation to remedy minor defects without undue delay shall remain unaffected.

9.3 If the acceptance test reveals defects which are not only minor defects, PRINCIPAL will refuse acceptance without undue delay after finishing the acceptance test.

9.4 The taking, commissioning, use, or resale of the Delivery or any payments shall not be considered as acceptance.

9.5 If partial acceptance has been agreed, the aforementioned acceptance provisions shall apply to such partial acceptance mutatis mutandis; all partial acceptances shall be preliminary and subject to overall acceptance.

10. Obligation to Examine and Give Notice of Defects

10.1 Once the goods have been delivered, PRINCIPAL is obliged to examine, on the basis of the delivery documents and an external inspection of the packaged goods, whether the goods received correspond to the quantity and type ordered and whether there are any external recognizable transportation damages. Furthermore, PRINCIPAL is obliged to take representative samples of the overall goods and to examine the samples taken for defects. The level of examination applied to the samples taken will be dependent on the extent to which an examination in the respective individual case is practicable in the orderly course of business.

10.2 PRINCIPAL is obliged to give notice of any defects which could be discovered by means of the aforementioned examination within 14 days of the goods being delivered.

10.3 PRINCIPAL is obliged to give notice of any defects discovered at a later date within 14 days of identifying them.

10.4 Sections 10.1 to 10.3 above shall not apply if and to the extent an acceptance of the Delivery is required by law or has been agreed.

10.5 PRINCIPAL shall have no further obligations to examine and give notice of defects.

10.6 Late defect notification shall not affect any warranty rights based on fault.

11. Rights to the Delivery

11.1 The Contractor grants PRINCIPAL the non-exclusive, irrevocable, transferable, worldwide and perpetual right, to use the Delivery. In particular, PRINCIPAL is entitled to integrate the Delivery or parts thereof into other products, to distribute the Delivery or parts thereof worldwide, either integrated or nonintegrated, and – insofar as this is necessary in order to achieve the purpose of the contract, to adapt or otherwise alter the Delivery or parts thereof and to distribute the results of such activities as aforementioned. PRINCIPAL is also entitled to sublicense this right of use.

11.2 If and to the extent that the Delivery or parts thereof is developed for PRINCIPAL, the Contractor grants PRINCIPAL the exclusive, irrevocable, transferable, worldwide, and perpetual right, unrestricted in terms of content, to use the Delivery or parts thereof in all known and unknown ways. In particular, PRINCIPAL is entitled at its discretion to reproduce the Delivery or parts thereof, to distribute (also by renting) and to communicate to the public (in particular by making available to the public) the Delivery or parts thereof and reproductions thereof. This also includes the right to adapt or otherwise alter the Delivery or parts thereof by any means and to use the results thereof as aforementioned. PRINCIPAL is also entitled to sublicense this right of use.

11.3 If and to the extent that the results of the development can be protected by industrial property rights, the Contractor hereby already irrevocably gives its prior consent to PRINCIPAL to file an application for industrial property rights in the country of PRINCIPAL’s domicile and abroad and herewith already assigns all rights to, and resulting from, this invention to PRINCIPAL, especially its right to file applications for, or to be granted, patents or utility models in the country of PRINCIPAL’s domicile and abroad. The Contractor shall provide PRINCIPAL, at its own expense and within a reasonable period, with all information, documents and declarations necessary for the registration, conduct of in and out of court disputes and maintenance of such industrial property rights by PRINCIPAL. The Contractor shall, at its own expense, arrange for all of the necessary steps to be taken vis-à-vis its employees and others involved in the invention to make this assignment of rights possible; in particular, it shall validly claim inventions of its employees in accordance with the provisions of the applicable employee’s invention law.

11.5 The consideration for the aforementioned granting and/or assignment of rights is included in the agreed remuneration.

12. Condition of the Delivery / Defects in Material and Defects of Title

12.1 The Delivery shall be in accordance with the agreed specifications. The Delivery shall comply with the state of the art, the applicable statutory provisions, and the relevant regulations and directives of authorities, trade associations and professional associations.

12.2 Unless the statutory provisions do not provide for any longer limitation periods, the limitation period for defects in material shall be 24 months and the limitation period for defects of title shall be 36 months. If the delivery has been used for a building in accordance with the normal way it is used and has resulted in the defectiveness of the building the limitation period for defects in material shall be 5 years.

12.3 If acceptance is required by law or has been agreed, the limitation period shall commence at the time of acceptance, otherwise at the time of taking the respective Delivery at the place of performance.

12.4 The place of performance for subsequent performance is, at PRINCIPAL’s option, either the place where the Delivery is located at the time the defect is discovered or the delivery address stated by PRINCIPAL.

12.5 If the Contractor fails to fulfil its subsequent performance obligations within a reasonable period to be set by PRINCIPAL, PRINCIPAL shall be entitled, in addition to any statutory and contractual rights PRINCIPAL may have, to remedy the defect itself or have it remedied by third parties and to claim compensation from the Contractor for the expenses incurred in this respect or demand a reasonable advance payment. No period for subsequent performance has to be set in advance if the respective Delivery was effected after the Contractor was in delay in delivery or if the statutory provisions do not require to set a period for subsequent performance.

12.6 In other respects, the statutory provisions shall apply to defects in material and/or defects of title.

13. Liability

In other respects, Liability shall be governed by the statutory provisions.

14. Environmental Protection

14.1 Wherever commercially and technically feasible, the Contractor shall make sure that environmentally compatible products and processes are used for the production or provision of the Delivery, its packaging as well as for supplies and additional services rendered by third parties.

14.2 The Contractor shall fulfil its information obligations under the environment protection and occupational health and safety acts. This shall apply, in particular, to the information obligations under REACH Article 33 – Duty to communicate information on substances in articles.

15. Nondisclosure / Provision of Materials

15.1 The content of this order and all information received from PRINCIPAL, or from third parties on behalf of PRINCIPAL, in connection with the performance of the contract shall be treated as confidential by the Contractor. PRINCIPAL does not grant the Contractor any rights whatsoever to this information, other than the right to use it for the performance of the contract. Disclosure to third parties is only permitted with the prior written consent of PRINCIPAL and, in the event that such consent is granted, the Contractor shall subject these third parties to confidentiality obligations no less stringent than the provisions set out herein prior to disclosure. The aforementioned confidentiality obligations shall end five (5) years after the start of the limitation period for claims based on defects, but shall not apply to information that is generally known or becomes generally known without any breach of this contract, was already known to the Contractor before it is passed on without being subject to confidentiality obligations towards any third party, or is lawfully obtained by a third party later on without being subject to confidentiality obligations towards such third party, or to information developed by the Contractor independently or which it is under a legal obligation to disclose, or has been ordered to disclose by a competent court or competent authority.

15.2 The Contractor may only disclose its business relations with PRINCIPAL after having obtained the prior written consent of PRINCIPAL to do so.

15.3 Objects and documents of any kind provided by PRINCIPAL or third parties on behalf of PRINCIPAL, as well as any objects or documents created on the basis of such objects and documents, shall not be passed on to third parties without the prior written consent of PRINCIPAL and PRINCIPAL does not grant the Contractor any rights whatsoever to such objects and documents, other than the right to use them for the performance of the contract. The objects provided shall be reasonably insured by the Contractor, at its own expense, to cover loss and damage, shall be stored separately, maintained if necessary and shall be marked as the property of PRINCIPAL. The objects and documents provided shall be reasonably protected to prevent unauthorized inspection or use, and shall be returned to PRINCIPAL as soon as they are no longer required for the performance of the contract; the Contractor shall have no right of retention in this respect.

16. Foreign Trade Law / Security in the Supply Chain

16.1 The Contractor shall comply with all requirements and provisions of the applicable national and international customs law, export control law and other foreign trade and payments law (hereinafter jointly referred to as "Foreign Trade Law"). The Contractor shall provide to PRINCIPAL in writing at the latest two weeks after ordering or, in the case of modifications, without undue delay all information and data that PRINCIPAL requires in order to comply with the Foreign Trade Law in the event of export, import and re-export, including, without being limited to the following:

• the statistical goods number pursuant to the current goods classification of the foreign trade statistics or the Harmonized System (HS) code; and
• the country of origin and, if required by PRINCIPAL, suppliers’ declarations regarding the preferential origin or certificates of origin.

16.2 The Contractor shall take the necessary measures to ensure the security in the supply chain according to the requirements of the AEO initiative of the EU. On request of PRINCIPAL, the Contractor shall provide evidence of the aforementioned by presenting an AEO S or AEO F certificate.

17. Third-Party Rights

17.1 The Contractor guarantees that the Delivery does not infringe any patent rights, utility model rights, trademarks, design rights, copyrights or other third-party rights that exclude or restrict the intended use by PRINCIPAL and/or its customers.

17.2 If the use of the Delivery or parts thereof is restricted or prohibited due to an asserted infringement of third party rights, or if there is the risk that such use will be restricted or prohibited, the Contractor shall indemnify PRINCIPAL and/or its customers on first demand against all in and out of court third-party claims. In addition, the Contractor shall reimburse PRINCIPAL for any expenses incurred for legal defence and for any damage incurred as a result of such claims for infringement of third party rights.

17.3 In order to ensure effective defence against such claims, the contracting parties shall inform each other without undue delay if they become aware of any alleged infringement of third party rights.

18. Place of Jurisdiction / Applicable Law / Miscellaneous

18.1 The contractual relationship between the Contractor and PRINCIPAL shall be governed exclusively by German law, without reference to its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

18.2 The sole venue for all disputes arising from or in connection with the business relationship between the Contractor and the Principal shall be the courts competent for the Principal's registered head office, provided that the Contractor is a businessman, a legal entity under public law or a special fund under public law. PRINCIPAL shall also have the right to take legal action at the Contractor’s domicile.

18.3 English shall be the language of contract. If the contracting parties use another language in addition to English, the English wording shall prevail.

18.4 The Contractor shall only have the right to set off or a right of retention in respect of counterclaims that have become res judicata or are undisputed. What is more, a right of retention can only be asserted by the Contractor in respect of counterclaims under the same contractual relationship. The exclusion of the right of retention under Section 15.3 shall remain unaffected.

18.5 If one or more of the aforementioned provisions is or becomes invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that most closely approximates its economic effect.

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Terms and Conditions of Sale and Supply

September 15, 2019

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1. Quotations, Contracts, Scope

a) The following Terms and Conditions of Sale and Supply (hereinafter “T&Cs” for short) shall apply exclusively and to all contracts, deliveries, services, and quotations made by us.

b) We hereby object to and opt out from any terms and conditions of purchase that are imposed by a Purchaser and contradict or vary from our T&Cs unless we have given explicit, written approval of their validity. Our T&Cs shall apply exclusively even if we perform delivery unconditionally in knowledge of a Purchaser’s terms and conditions opposing or varying from those in this document.

c) Individual agreements made in specific situations, including collateral/subsidiary agreements, additions, and amendments, shall take priority over these T&Cs. A written contract or our written confirmation shall provide the authoritative content of such agreements.

d) These T&Cs shall apply only to entrepreneurs and legal entities under public law, including ones with access to special public funds pursuant to §§ 14 and 310(1) German Civil Code (“Bürgerliches Gesetzbuch”, BGB).

2. Prices, Price Changes

a) Prices shall be listed ex works unless otherwise explicitly arranged.

b) Our information and agreements pertaining to each price shall be subject to the addition of statutory value added tax. This tax shall be listed separately on the invoice at the rate legally applicable as at the day of invoicing.

c) The price agreements shall apply only to the finalized order and be nonbinding in respect of later orders or replenishment orders.

d) For orders with an agreed delivery time or service period of more than four months, we shall reserve the right to adjust the agreed prices by the change in costs that we experience if costs change after entering into the contract, including in particular from new wage agreements or material price fluctuations. If requested, we shall provide evidence of such changes to the Purchaser.

The above provision shall apply accordingly to any changes to customs duties, countervailing charges, taxes, or other government charges pertaining to the ordered goods where the costs for our services change as a result.

e) The quantities or weight data determined at our delivery center prior to the goods’ departure shall be used to calculate prices.

f) The Purchaser shall consent to us also issuing electronic invoices for the invoices issuable as part of this and all future supply relationships and to us sending such invoices to the Purchaser electronically. The Purchaser shall be willing to meet the technical requirements for receiving and approving electronic invoices and shall immediately share with us the associated contact details. When specially required by the Purchaser the invoicing will be carried out in hard copy.

3. Delivery, Force Majeure

a) Delivery periods and delivery dates shall be agreed individually, with our written confirmation serving as the authoritative basis for them. An agreed delivery period shall begin on the date of our order confirmation, though not before the Purchaser takes the reciprocal actions required of it, including payment of any deposit that may have been agreed, and there exists clarity regarding the order.

b) Agreed delivery periods and times shall be deemed upheld when the goods are dispatched ex works before said periods expire and said times have passed. If dispatch of the goods is delayed for reasons not of our own, the delivery periods and times shall be deemed upheld when we have advertised the goods’ readiness for shipment before said periods expire and said times have passed. Delivery periods shall be extended without prejudice to our rights in cases of Purchaser default by the period of time for which the Purchaser defaults on its obligations to us under this contract. The same shall apply to the postponement of delivery dates.

c) Where the Purchaser does not issue us any instructions, we shall select the mode of shipment according to our best judgment and shall not be required to select the mode of shipment that is lowest in price.

d) In instances of force majeure and other unforeseeable or unavoidable events causing damage for which we are not responsible, including operational malfunctions, labor disputes or disturbances, import/export bans, or material or energy shortages, the delivery period shall be extended or the delivery date postponed by the length of the disruption plus a reasonable grace period, provided the disruption has a considerable influence over the delivery or service. This provision shall also apply if such circumstances occur among our suppliers or other upstream suppliers.

We shall immediately notify the Purchaser of the occurrence of such circumstances and when such circumstances end. Should a disruption endure for longer than two months after expiry of the agreed delivery period or passage of the agreed delivery date, either Party shall be entitled to withdraw from the contract. Withdrawal of a Party shall have effect for the unfulfilled part of the contract unless the partial deliveries and services already rendered cannot be utilized by the Purchaser. In this case, the enforcement of compensation claims against us shall be prohibited.

e) If, after entry into the contract, there develop indicators that satisfaction of our entitlement to payment will be endangered as a result of a Purchaser inability to perform, including due to a deterioration of its assets, default during previous deliveries, suspension of payments, or petition to commence insolvency proceedings, we shall be entitled to deny performance of our service until our payment entitlements have been fulfilled or security has been provided for these entitlements. Any discounts that may have been provided shall be void in this case.

Should the Purchaser’s reciprocal obligation not be discharged or security not have been provided by a reasonable deadline set by us, we shall be entitled to withdraw from the contract and obtain compensation. For contracts for the production or delivery of nonfungible goods (made-to-order goods, production based on Purchaser formulas, or similar), we shall be entitled to withdraw from the contract immediately and without setting a further deadline in the cases described above. Partial deliveries already made shall immediately be due for payment regardless of withdrawal. Additional rights and entitlements provided by law and/or contract shall not be affected thereby. Legal provisions regarding any nonrequirement for the provision of a grace period shall remain unaffected.

f) Our fulfillment of and compliance with our delivery obligations shall require timely and correct deliveries to us from our upstream suppliers. We shall not be held liable for delayed or failed supply (impossibility) caused by the simple negligence of our upstream suppliers, however we undertake to assign to the Purchaser any entitlements to compensation from upstream suppliers that we may enjoy.

g) We shall be entitled to make partial deliveries or render partial services where this is reasonable for the Purchaser. Reasonable situations shall include, but not be limited to, when the partial delivery or service can be utilized by the Purchaser to serve the purpose of the contract, the partial delivery or service is ensured, and the Purchaser does not incur any considerable additional expenses or costs as a result, unless we declare ourselves willing to pay these additional expenses or costs. We may bill reasonable portions of the agreed price.

h) With blanket purchase orders, release orders shall be made by the agreed deadline. When arranging partial deliveries, the release order shall be made in time. Should release orders repeatedly not be made in time or for an unreasonably large volume, or should the Purchaser not collect the goods when they are declared ready for dispatch, we shall be entitled to set the Purchaser a deadline to perform its reciprocal actions; if this deadline passes fruitlessly, we shall be entitled to withdraw from the contract and obtain compensation, in particular for a part of the purchase price equivalent to our service. Our rights and entitlements provided by law and/or contract on account of the Purchaser’s breach of obligation shall not be affected thereby.

i) For intra-Community supply of goods not subject to tax in Germany, the Purchaser shall be required to immediately submit to us confirmation of arrival of the goods, including with it at least the name and address of the Purchaser, the volume of the object delivered, its normal trade description, the place and month of the object’s receipt, the date on which the confirmation was issued, and the signature of the Purchaser or a person tasked by it to accept the goods. Should we not receive such confirmation by a reasonable, set due date – including after we request such confirmation – we shall be entitled to declare in the invoice the statutory value added tax pursuant to section 2(b) of these T&Cs and to collect this tax.

4. Shipment

a) The place of performance for the delivery shall be the delivery center, unless otherwise arranged. The risk of the goods’ accidental loss or deterioration shall pass to the Purchaser as soon as the shipment is transferred to the person or entity carrying the goods further. This shall apply regardless of whether the goods are shipped from the place of performance, who is paying the shipping costs, and whether the goods are shipped using our shipping materials.

b) When loaned packaging (e.g. box pallets, EUR-pallets and similar) is delivered, the Purchaser shall, after emptying it, return corresponding loan packaging to the courier in connection with our next delivery. The Purchaser shall in all cases bear the risk of loss or damage of loaned packaging or carriage and shipment materials prior to the packaging’s return to the courier. The Purchaser shall have no right to retain our carriage and shipment materials.

5. Payments, Penalty Interest

a) The Purchaser shall be liable for discounting costs when paying by bill of exchange. They shall be payable immediately and without deductions. Bills of exchange and checks shall only be accepted after explicit agreement and shall only be deemed conditional payment.

b) Unless otherwise arranged, the net purchase price shall be immediately due for payment on receipt of the invoice and be paid within 10 days of the invoice being sent (invoice date); the Purchaser shall not deduct any early payment discounts. The Purchaser shall be deemed to have defaulted if it does not pay within this period.

c) Should the Purchaser default on payment, we shall be authorized to claim the legal penalty interest allowed by statutory provisions (currently 9 percentage points above the base interest rate) and potentially further rights and entitlements.

d) Should the Purchaser not pay the purchase price when it is due while not defaulting on payment, we shall be authorized to charge interest on maturity at a rate 2 percentage points above the base interest rate, though no less than 5 percent for the year (§§ 352 and 353 German Commercial Code [“Handelsgesetzbuch”, HGB]).

e) We may credit incoming payments to one or more of multiple accounts payable to us at our own discretion unless the Purchaser specifies what the payment is intended for at the time payment is made.

6. Offset of Counterclaims and Right of Retention

The Purchaser shall be entitled to rights to offset counterclaims and retain property only for such Purchaser claims that we have recognized, that are undisputed, or that have been upheld by a legal process. Section 8(e) of these T&Cs shall not be affected thereby.

7. Retention of Title

a) Title to the delivered goods shall remain vested in us until all obligations arising from the order and business relationship with the Purchaser have been discharged (hereinafter “reserved goods”).

b) The Purchaser shall have a revocable entitlement to dispositions of the reserved goods in the ordinary course of business so long as the Purchaser duly fulfills its obligations to us, as arising from the order and business relationship, in a timely manner. The Purchaser shall not be permitted to pledge the reserved goods or provide them as security. The Purchaser hereby assigns to us as security any of its receivables from the resale of reserved goods that may be processed or unprocessed; we hereby accept this assignment. Title to the goods shall remain invested in us until redemption of any bills of exchange or checks that are accepted as payment. The Purchaser shall have revocable authority to collect assigned receivables from the resale of goods in the ordinary course of business. Our authority to collect the receivables ourselves shall not be affected thereby. However, we shall not collect the receivables so long as the Purchaser fulfills its payment obligation from the revenues collected, does not default on payment, does not request insolvency proceedings with regard to its assets, or suspend payment. Should this, however, become the case, we may then force the Purchaser to provide us with details of the assigned receivables and the entities who are debtors for said receivables, all details required for collection thereof, and all necessary documentation and to inform the debtors of the assignment.

c) Any modification or processing of the reserved goods shall be done on our behalf, free of charge for us, and without any obligation for us such that we would be seen as manufacturer under § 950 BGB. Should the Purchaser combine or mix reserved goods with other goods not belonging to us, we shall acquire an interest in the new object at the same ratio of the reserved goods’ invoice value to the value of the other objects combined or mixed as at the time of combination or mixture. Where the combination or mixture is done in such a way that the Purchaser’s object must be considered the main object, the Purchaser shall assign to us proportionate co-ownership. The terms and conditions otherwise applying to the new object created from processing, combination, or mixture shall be the same as those in these T&Cs that apply to reserved goods.

d) In instances of conduct in breach of contract and culpable breach of the Purchaser’s contractual obligations, and especially in the case of default on payment, we shall be entitled to withdraw from the contract and demand the return of reserved goods in accordance with statutory provisions if a reasonable deadline set for the Purchaser passes without success. We shall be deemed to have withdrawn from the contract if we take back reserved goods. We shall not be required to provide a grace period unless statutory provisions require one. The Purchaser shall reimburse us for the costs of collection and exploitation of the reserved goods. The Purchaser shall send to us a detailed list of the reserved goods still present and of the third-party debtors for the receivables assigned to us. Regardless of the above, we shall be entitled at all times to carry out corresponding observations in order to realize our rights, including by entering storage and store spaces and inspecting all necessary documents and books.

e) The Purchaser shall be required to handle reserved goods with care, store them separately from other goods, mark them as our goods, and insure them with customary insurance policies, particularly for fire and theft. The Purchaser shall keep reserved goods safe for us free of charge.

f) The Purchaser shall immediately inform us of third-party legal enforcement measures affecting reserved goods, assigned receivables, and other securities and shall provide us with the documents required for intervention. The Purchaser shall pay the costs for out-of-court efforts for release and return. The same shall apply to costs for justified court intervention if they cannot be recovered from the third party.

g) If requested by the Purchaser, we shall pick from among the securities to which we are entitled and release them so far as the realizable value of our securities exceeds the receivables requiring security by more than 10 percent. If requested by the Purchaser, we shall forgo retention of title if the Purchaser has incontestably discharged all payment obligations from the order and appropriate security has been provided for other amounts payable as a result of the ongoing business relationship.

8. Warranty

a) Damage experienced by goods as a result of natural wear, incorrect, inappropriate, or improper handling, storage, or use; or noncompliance with our advice for processing, usage, and storage shall not be considered a defect.

b) We shall not be required to assess the suitability of the Purchaser’s drawings, specifications, plans, information, etc. for the intended or otherwise contractually required purpose unless we explicitly agree to this obligation. Unless otherwise explicitly arranged, we shall not be required to assess the suitability of our products for the Purchaser’s intended use, processing, and/or mixture with other products; neither shall we be required to warrant our products’ suitability for such actions. The product information provided on our product data sheets shall be the authoritative basis for determining what our products are suitable for.

c) We have not assessed the suitability of our products for special applications offshore, in shipbuilding/watercraft construction technology, or in aerospace technology, for which reason such suitability shall not be made a requirement. We shall rule out any guarantee of the suitability of our products in these areas of application unless otherwise explicitly agreed.

d) The Purchaser shall immediately inspect the goods on receipt and shall immediately report any apparent defects to us in writing or by telex within no more than 10 days of receipt of the goods. Hidden defects shall be reported immediately after they are discovered. Goods shall be deemed approved if defects are not reported in a timely manner.

e) In the event of a complaint about a defect, we shall be entitled, at our own discretion, to request the Purchaser to send the rejected goods to us for inspection or a remedy, to send us at least 1 kg of the rejected goods for inspection, or to make the goods available for inspection. Where complaints are legitimate, we shall be entitled, at our own discretion, to make a replacement delivery, render a replacement service, or improve the defective delivery and service (i.e. provide a “remedy”). We shall consider the type of defect and the legitimate interests of the Purchaser when selecting our form of remedy. We shall be responsible for paying the expenses required for the purposes of the remedy. We shall not be responsible for paying additional expenses incurred by the Purchaser transferring the delivered goods to a different location from the place of performance, unless such transfer corresponds with the intended use of the delivered objects.

f) We shall be entitled to make a remedy dependent on payment of the due purchase price. The Purchaser shall be entitled to retain a reasonable part of the purchase price proportional to the defect until the remedy has been provided.

g) Should a remedy not be provided in a reasonable period of time, the Purchaser may, at its own discretion, withdraw from the contract or demand compensation. Should the Purchaser withdraw from the contract, it shall have no further entitlement to compensation on account of the defect. If only part of a delivery of goods is defective, the Purchaser may only withdraw from the overall contract if it can demonstrate that it has no interest in the remaining part of the delivery. Compensation shall be limited to the difference between the purchase price and the value of the defective goods unless we are responsible for the breach of contract pursuant to section 10 of these T&Cs.

h) Recourse against us through warranty rights from contracts for the purchase of consumer goods (§ 478 BGB) shall be an entitlement of the Purchaser only to the extent that the expenses that it claims are not based on an agreement between the Purchaser and its customer that grants the customer rights and entitlements in excess of statutory warranty rights and entitlements. Entitlements based on supplier regress shall be ruled out if the defective goods have been processed by the Purchaser or another entrepreneur, e.g. by being installed in another product.

i) The Purchaser may only exercise entitlements and rights on account of a defect in the delivered objects or our service within a warranty period of 12 months following delivery of the goods. This shall not apply to compensation claims; neither shall this apply to entitlements or rights for which laws provide a mandatory, longer period, namely § 438(1)(2) BGB for buildings and building materials, § 479(1) BGB for recourse from purchase contracts for consumer goods, and §634a(1)(2) BGB for buildings and planning and monitoring services related to them; this provision shall also not apply to compensation claims arising from injury to life, limb, or health, to breach of obligation through intent or gross negligence for which we are liable, or when a defect is fraudulently concealed.

9. Product Information

a) All information we provide about our products, especially their mixing ratios, suitability, and application, shall be seen as approximate values. This information shall not act as a guarantee of the characteristics of our products unless we have explicitly presented such a guarantee that goes beyond pure communication of the given information. The same shall apply to the results of chemical and physical analyses communicated to the Purchaser and data sheets and brochures provided to the Purchaser. The information we provide is based on our experience and presented to the best of our knowledge, and shall not relieve the Purchaser of its own duty to assess our products and their applicability for the Purchaser’s intended use. The same shall also apply if we have previously delivered samples of goods.

b) The Purchaser shall be responsible for following applicable laws and official regulations when using our products.

9. Product Information

a) All information we provide about our products, especially their mixing ratios, suitability, and application, shall be seen as approximate values. This information shall not act as a guarantee of the characteristics of our products unless we have explicitly presented such a guarantee that goes beyond pure communication of the given information. The same shall apply to the results of chemical and physical analyses communicated to the Purchaser and data sheets and brochures provided to the Purchaser. The information we provide is based on our experience and presented to the best of our knowledge, and shall not relieve the Purchaser of its own duty to assess our products and their applicability for the Purchaser’s intended use. The same shall also apply if we have previously delivered samples of goods.

b) The Purchaser shall be responsible for following applicable laws and official regulations when using our products.

10. Liability

a) In the event of slight negligence causing a breach of core contractual obligations, our liability shall be limited to compensation for the foreseeable loss typical for the nature of the contract. Core contractual obligations, for these purposes, shall be obligations whose violation endangers achievement of the contract’s purpose or whose fulfillment enables the due performance of the contract in the first place and where the Purchaser may ordinarily rely on our compliance. In this case, the amount to which we may be held liable shall be limited to the maximum amount provided by our business liability and pecuniary damage liability insurer, which is €1,000,000.00.

b) We may be held liable in line with statutory provisions in instances of culpable breach of core contractual obligations, quality not being as guaranteed, and injury to life, limb, or health. Our liability under the German Product Liability Act (“Produkthaftungsgesetz”, ProdHaftG) shall not be affected thereby.

c) Our liability for damages caused purely by delay shall be limited to 5 percent of the purchase price, though no less than the lump sum of €40.00 mandated by law for delays.

d) Where our liability is limited or ruled out under the provisions of these T&Cs, such disclaimers shall not apply to cases of intent or gross negligence. We may be held liable for our own culpability and the culpability of our legal representatives and agents in cases of intent and gross negligence in accordance with statutory provisions.

e) Our insurance shall not cover damage arising from and in conjunction with the usage of our products for applications off-shore, in shipbuilding/watercraft construction technology, or in aerospace technology. In this respect, we shall not be held liable for damages arising from these areas of application unless we are liable through intent or through injury to life, limb, or health. Where the Purchaser seeks for us to assume liability for these areas of application, we shall be willing to do so in return for the Purchaser paying the insurance premiums charged for the additional insurance.

f) The above provisions shall not be associated with a reversal of the burden of proof at the Purchaser’s expense.

g) Where our liability is limited or ruled out, this disclaimer shall also apply to the personal liability of our employees, workers, personnel, and other agents.

11. Governing Law

Solely the laws of the Federal Republic of Germany, excluding provisions of the CISG (UN sales law), shall apply.

12. Venue

Exclusive venue with jurisdiction for all local and international matters shall be in Melle in the Federal Republic of Germany. However, we shall also be entitled to pursue legal proceedings against the Purchaser at the venue ordinarily having jurisdiction over it.

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Terms and Conditions of Sale and Supply

March 18, 2010

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1. Definitions

a) Seller — Unirubber sp. z o.o. with the registered office in Zielonka. The term "Seller" shall refer to any sales or delivery contracts or any other contracts (including innominate ones) of similar type.

b) Buyer — an entity (a natural person, legal person or organisational unit not having the status of a legal person who pursuant to the act is granted legal capacity) concluding a sales or delivery contract or any other contract (including innominate one) of similar type with the Seller.

c) Order — a written or electronic (e-mail, fax, etc.) statement of the Buyer declaring the will to conclude a contract and setting forth its material provisions.

d) Contract — includes a written or electronic (e-mail, fax, etc.) order of the Buyer accepted by the Seller in the order confirmation.

e) GTCS — these General Terms and Conditions of Sale.

f) Defect — clearly visible or latent inconformity of the contract subject to the Contract.

2. Terms of contractual relationship

a) The GTCS shall apply to contractual relationships between the Buyer and the Seller consisting at least partially in:

• undertaking by the Seller to transfer to the Buyer the property of goods and to release them which corresponds with undertaking of the Buyer to collect the goods and pay the price to the Seller;
• undertaking by the Seller to manufacture the goods of individual grade only and to deliver them in parts or periodically which corresponds with the undertaking of the Buyer to collect the goods and pay the price to the Seller.

b) The contractual relationship between the Parties shall be governed by valid legal regulations, the Contract and the GTCS.

c) Any contractual provisions shall prevail over the GTCS. Any departures from the GTCS shall be valid provided they are executed in writing or electronic (e-mail, fax, etc.).

d) The GTCS shall apply only in contacts with entrepreneurs as well as public or state entities.

e) The Contract shall be considered concluded only following confirmation of the Buyer's order by the Seller in writing or electronic (e-mail, fax, etc.). A reply to the Order subject to modifications or supplementations shall be binding upon the Buyer unless the Buyer has excluded the possibility of modifications or supplementations in writing or electronic (e-mail, fax, etc.) or has immediately objected them.

3. Payment of price

a) Unless otherwise expressly agreed, the price specified in the order confirmation shall apply to "ex works" increased with VAT and shall not include delivery of the goods. It shall not be valid in the case of any extra orders.

b) Should any material change in economic conditions, in particular any material change in prices for raw materials or amounts of remuneration, occur in a period between the conclusion of the Contract and its execution, the Seller shall be entitled within a period of eight weeks from the change in the conditions to modify the terms, adjust the price proportionally to their increased costs compared to the costs as of the date of conclusion of the Contract. Upon request of the Buyer the Seller shall submit a statement of the changes in the aforementioned costs.

c) The aforementioned clause shall apply also to any changes in customs duties, compensation costs, excise duty, taxes and other administrative or public fees regarding the contract subject.

d) The price calculation shall be based on quantity, weight or volume of the contract subject as of the moment of leaving the factory of the Seller.

e) The provision of the Buyer with regard to the payment of the price shall be adjusted following the execution of the Contract by the Seller unless the Buyer is in arrears towards the Seller with the payment of any receivables resulting from any legal relationship.

• In the case of Contracts executed in parts or periodically the obligation to pay the price shall be adjusted following the execution of the Contract within the scope of individual part or batch.
• In the case when the Buyer is in arrears towards the Seller with the payment of any receivables resulting from any legal relationship the Seller shall be entitled to refrain from the execution of the Contract till the Buyer offers the outstanding provision or the payment of the price regarding the current Contract, at the option of the Seller.

f) Unless otherwise agreed, the net price without any reductions (discounts) shall be due within 10 days from delivery of a correctly issued invoice to the Buyer.

g) The Seller shall be entitled to apply the payment of the Buyer towards any debt selected by them unless the Buyer has reserved the payment of a specific financial obligation.

h) The payment by bills of exchange or cheques shall be permitted only by mutual agreement of the Parties and shall be regarded as provision in lieu of fulfilment of the obligation. In the case of payment by bills of exchange the discount costs shall be borne by the Buyer and they shall be payable immediately without a possibility of deduction. Handing over a bill of exchange of the Seller shall not mean accomplishment of the provision which shall occur only following the complete satisfaction of the claim.

i) The reductions (discounts) shall not apply if the Buyer is in arrears towards the Seller with the payment of any receivables resulting from any legal relationship.

j) The Buyer may recognise their receivables against the claim of the Seller for the payment of the price only when they have been recognised by the Seller, are not disputed or have been awarded with a judgement in force.

k) The Buyer shall not be entitled to right of retention on the basis of any disputed claims.

4. Obligation of seller

a) Unless the Parties have specified in the Contract a Party responsible for delivery of the contract subject, the obligation to arrange delivery shall rest with the Buyer. In such a case the Contract shall be considered executed by the Seller on time and at location when and where the contract subject is left at disposal of the Buyer.

• Upon the execution of the Contract by the Seller the benefits and burdens related to the goods as well as risk of accidental loss or damage to the goods shall be transferred to the Buyer.
• The Seller shall be obliged to notify the Buyer about location where the contract subject is left at the disposal of the Buyer unless the Parties have specified it in the Contract.
• The Buyer shall be obliged to collect the goods from the place where the contract subject has been left at the disposal of the Buyer within a time limit specified by the Seller.
• If despite the aforementioned notification the Buyer has not collected the contract subject within the time limit specified by the Seller, the Seller shall be entitled at their own option to: (i) withdraw from the Contract within a period of 30 days from expiry of the time limit set for collection, or (ii) have the contract subject stored at the expense and risk of the Buyer.

b) If pursuant to the Contract the obligation to deliver the contract subject rests with the Seller:

• It shall be assumed that the place of fulfilment of obligation of the Seller shall be the place where the registered office of the Seller is situated.
• Upon release of the contract subject by the Seller to a carrier the benefits and burdens related to the goods as well as risk of accidental loss or damage to the goods shall be transferred to the Buyer.
• Both the time and date of delivery to the place of destination shall be binding on the Seller only following their confirmation in writing or electronic (e-mail, fax, etc.) by the Seller.
• The date of delivery of the contract subject resulting from the Contract shall run from a day following the day of the order confirmation by the Seller; however, it shall be extended by any period of delay of the Buyer in taking any actions resulting from the cooperation obligation, in particular paying any possibly agreed advance or down payment or providing the Seller with any information necessary to determine the possibility of delivering the contract subject on time.

c) If through no fault of the Seller the Contract cannot be executed on time the deadline shall be considered met upon the moment of declaring by the Seller of being ready to execute the Contract. The deadline for the execution of the Contract shall be extended by any periods in which the Seller is entitled to refrain from the execution of the Contract.

d) Any occurrence of force majeure — including also those during time of delay of the Seller — shall entitle the Seller to extend the deadline for the execution of the Contract (including delay in delivery) by the duration of the impediment to the execution of the Contract (or delivery).

e) Should the execution of the Contract (or delivery) be impossible or unprofitable as a result of force majeure, the Seller shall be entitled to withdraw from the Contract in part or in total within a period of 30 days from the occurrence of force majeure unless the impediment has ceased within that period and the Buyer is still interested in the execution of the Contract. In such a case any claims for damages shall be excluded unless the Seller bears the blame for the resultant damage.

f) Force majeure shall include also strike, legal lockout, ban on entries and departures, lack of raw materials and power, fire, significant stoppages in the operation of factory or transport as well as any other circumstances not attributable to the Seller which materially impede or render it impossible to execute the delivery or the Contract, irrespective of whether they occur at the Seller, forwarding agents, sub-suppliers or any of further sub-suppliers.

g) The proper execution of the Contract by the Seller depends on timely receipt of supplies by the Seller. The Seller shall be entitled to divide the provision into parts without being in delay with the other parts if it is not contrary to the reasonable interest of the Buyer, in particular if the execution of only a part of the delivery at a given time does not result in any damage to the Buyer.

h) The sale on demand of the Buyer:

• In the case of conclusion of the Contract executed on demand of the Buyer the demand for execution of the Contract regarding any agreed quantity of the contract subject needs to be made within an agreed time limit.
• If the demand is not made or if it is made after expiry of the agreed time limit or if it regards a different quantity of the contract subject than the agreed one, the Seller shall be entitled to request the Buyer to take any actions necessary to satisfy the demand. The time limit specified by the Seller shall be binding upon the Buyer. The Seller may request repair of the damage resulting from non-execution of the obligation in total. The amounts paid by the Buyer towards the price shall not be refundable.
• If the Buyer has been obliged to take the necessary actions the Seller shall be entitled to withdraw from the Contract within a period of one week following ineffective expiry of the time limit for taking them.

i) The Seller shall be entitled to withdraw from the Contract within a period of 30 days from becoming informed about one of the following circumstances:

• a bankruptcy petition has been filed or any other similar insolvency proceedings have been initiated against the Buyer or any of their partners or any other related entity or against the Buyer's guarantor (if any guarantee has been effected);
• one of the parties specified above has withheld its payments permanently or temporarily or their financial situation has deteriorated to such a degree that the payment of the receivables under the Contract will be at risk;
• the Buyer has not delivered their performance in total nor have they submitted relevant security or they have otherwise violated the provisions of the Contract.

j) Should the Seller withdraw from the Contract pursuant to point (i) above or should the circumstances specified therein occur:

• the Seller shall not be obliged to pay the Buyer any damages or incur any other costs related to withdrawal from the Contract and the claims of the Seller against the Buyer resulting from any legal relationship shall be immediately due and payable;
• the Seller shall be entitled to refrain from performing their own obligations towards the Buyer resulting from any legal relationship till their claims are satisfied or the Buyer submits relevant security;
• any reductions and discounts provided for shall be lost;
• any other rights to which the Seller is entitled shall remain unaffected.

5. Securing of receivables of seller

a) The reservation of ownership of the goods sold:

• The Seller shall reserve the ownership of the contract subject till the moment of payment of the price by the Buyer (Reserved Goods). In the case of acceptance of a bill of exchange or cheque the goods shall remain property of the Seller till the moment of receiving full satisfaction.
• Should the Buyer sell the contract subject to any third person or should the contract subject be lost, damaged or worn out before the price payment, the Buyer shall be obliged to hand over to the Seller everything they have received for the contract subject or as compensation.
• The receivables to which the Buyer shall be entitled as a result of wear, loss or sale of the contract subject due to the insurance policy taken out shall be assigned by the Buyer to the Seller in order to secure the receivables of the Seller related to the price payment or damage repair whereas the Seller shall accept the assignment. The assignment of future receivables of the Buyer shall refer also to a balance recognised by the Buyer's contractor and in the case of bankruptcy of the Buyer's contractor also to a balance of claims to which the Buyer is entitled with regard to the estate in bankruptcy. As soon as the claim arises the Buyer shall be obliged to immediately notify the debtor about the assignment. Upon request of the Seller, the Buyer shall be obliged to disclose all the information about any assigned receivables and persons being debtors as well as any data necessary to enforce the receivables and to release any necessary documents. Should the Reserved Goods be processed, the ownership of the newly created goods shall be transferred to the Seller in order to secure the receivables resulting from the price unpaid.
• Should the Reserved Goods be combined or mixed with other things which are not owned by the Seller and should the Buyer receive the right of property or co-property with regard to the Reserved Goods or any other combined or mixed thing, the Buyer undertakes to transfer the title to the thing to the Seller in order to secure the receivables resulting from the price unpaid (transfer of title by way of security). Upon full payment of the price the title to the goods shall be regained by the Buyer.
• In the case of breach by the Buyer the Seller may demand the Reserved Goods returned. The Buyer undertakes to leave the Reserved Goods at the disposal of the Seller, shall be obliged to cover any expenses related to the collection of the Reserved Goods and its further sale, and to send the Seller a detailed statement of the Reserved Goods in their possession. Irrespective of the foregoing, the Seller shall be entitled at any time to take proper actions aiming at protection of their rights, in particular with regard to entering facilities as well as storage and loading areas of the Buyer and to having access to any necessary documents and books.
• The Buyer shall be obliged on the risk basis to maintain the Reserved Goods in a proper state, to store them in proper conditions, separate from other goods and to insure the Reserved Goods against fire and theft.
• The Buyer shall be obliged to immediately notify the Seller about any initiated or threatened enforcement proceedings with regard to the Reserved Goods, assignment of receivables or any other security of the Seller. Moreover, the Buyer shall be obliged to hand over to the Seller any documents necessary to protect the rights to which the Seller is entitled. The costs of the Seller related to any court or out-of-court endeavours regarding return of the Reserved Goods, assigned receivables or any security or their exemption from enforcement proceedings shall be borne by the Buyer.
• Upon request of the Buyer, the Seller may release at their own discretion the security to which they are entitled, in particular if following the release the real value of the security exceeds the value of the receivables to which they are entitled by 20%.

6. Rights of buyer

a) The Seller shall not be obliged to verify the fitness of the contract subject for purposes intended by the Buyer. The Seller shall be bound only by properties or parameters of the contract subject expressly specified in the Contract (conformity of the goods to the Contract).

• The burden of verifying the fitness of the contract subject for needs and purposes of the Buyer shall be borne by the Buyer. By placing the Order the Buyer represents that the contract subject corresponds to the needs and purposes of the Buyer.
• The Buyer shall be obliged to immediately verify the contract subject as for its conformity to the Contract within a maximum period of 21 days from the execution of the Contract by the Seller.

b) Defect warranty:

• The Parties shall limit the statutory rights of the Buyer due to defect warranty to the rights and rules specified below. These GTCS shall fully and finally govern liability of the Seller due to defect warranty regarding the contract subject.
• Following the receipt of the contract subject the Buyer shall be obliged to verify it as for any clearly visible or latent defects. The Buyer shall be obliged to immediately notify the Seller about any clearly visible defects in writing, by fax or e-mail, within a maximum period of 7 days from receipt of the contract subject or else they shall lose a right to invoke inconformity of the contract subject to the Contract. Any latent defects shall be immediately reported in the manner specified above within a maximum period of 7 days from their detection or possibility of their detection; however, the Buyer shall be obliged to make a test as for the conformity of the contract subject to the Contract within a period of 30 days from the execution of the Contract by the Seller.
• Should the Buyer not take the actions of verifying, notifying or testing on time, the contract subject shall be deemed verified and approved by the Buyer.
• In the case of defect notification the Seller shall be entitled to request from the Buyer to send or hand over at their disposal the questioned goods or at least 1 kg of the questioned contract subject for their verification. In the case of unjustified refusal of the Buyer the Buyer shall lose a right to invoke inconformity of the contract subject to the Contract.
• In the case of any justified defect notification the Seller shall be obliged to deliver the relevant quantity of the contract subject within a period of 30 days from acknowledgment of the complaint. Any related expenses shall be borne by the Seller on their own. The Seller shall not incur any extra costs related with the fact that the Buyer has transported the contract subject to any other place than the place of the contract execution unless the transport has corresponded to its use known upon conclusion of the Contract to both Parties. The Seller shall not be liable for the resultant damage if the contract subject has been used before the verification or tests.
• Should the exchange not be completed within the specified time limit the Buyer may at their own option request a price reduction or withdraw from the Contract. Should the Buyer withdraw from the Contract, they shall be entitled to claim for damages within the limits of negative interest of the Contract. Should only a part of the contract subject be defective, the Buyer may withdraw from the Contract in total only when they prove that they have not justified interest in keeping the remaining part of the contract subject.
• The Buyer shall be entitled to any claims and rights resulting from inconformity of the contract subject to the Contract within a period of 12 months from the execution of the Contract by the Seller.

7. Properties of contract subject

a) Any information regarding the contract subject, in particular any parameters, properties or proportion of mixes shall be of approximate nature whereas the given method of use shall be the recommended one. The data shall not be any basis for vindication of claims resulting from defectiveness of the contract subject. The same refers to any results of chemical and physical analyses submitted to the Buyer.

b) Any product information, including that originating from the experience and knowledge of the Seller, shall not release the Buyer from verification of the product as for its fitness for the purpose intended by the Buyer. It shall refer also to the situation when the Seller has earlier provided any product samples.

c) During the use of the product the Buyer shall be responsible for complying with any valid regulations, rules of safety and personal health as well as for processing the contract subject in accordance with principles of technical and professional competence.

8. Contractual liability

a) In the case of violation by the Seller of any contractual obligations as a result of not maintaining due diligence the liability of the Seller shall be limited to compensation within the limits of negative interest of the Contract, however, to a maximum value of the amount covered by the Seller's civil liability insurance or civil insurance against material damage.

• The liability of the Seller or any persons with assistance of whom the Seller performs the obligation or to whom they entrust the performance of the obligation shall include only results of actions or deliberate omission or gross negligence.
• The Seller shall not be liable for any damages resulting from the use of any materials, components, instructions, recipes, etc., submitted by the Buyer.

b) The Buyer shall release the Seller from liability resulting directly or indirectly from invalidity of any provisions of the Contract and the Seller shall accept the release.

9. Other provisions

a) Confidentiality

• The Buyer shall be obliged to keep in secret from any third persons any data, news, opinions and documents obtained from the Seller or regarding them, in particular technical and economic know-how (confidential information).
• The Seller shall be obliged to keep in secret from any third persons any confidential information obtained from the Buyer or regarding them.
• The Parties undertake not to use the confidential information for purposes other than the execution of the purpose of the Contract known to both Parties.

b) Data protection

• Within the scope necessary for the execution of the Contract the Seller shall be entitled to process and store personal data of the Buyer pursuant to valid regulations regarding personal data protection.

c) Jurisdiction

• The court competent for resolution of any disputes related to the Contract shall be any Polish common court in Wrocław Stare Miasto. The Seller shall be unilaterally entitled to submit the dispute for resolution to a court having jurisdiction over the registered office of the Buyer.

d) Governing law

• The contractual relationship between the Seller and the Buyer shall be governed by the laws of Poland, without regard to the New York Convention on the Limitation Period in the International Sale of Goods.

e) Amendments to contract

• Neither extra oral decisions have been taken nor have any arrangements been made in writing or electronic (e-mail, fax, etc.) except for those specified in the GTCS. Any amendments and supplementations to the Contract shall be made in writing or electronic (e-mail, fax, etc.) or else shall be considered invalid.

f) Severability clause

• Should any of the provisions of these GTCS or the Contract be or appear to be invalid, this shall not affect the application of the other provisions. In such a case the Seller in agreement with the Buyer shall replace the invalid provision with a valid one, the economic sense and purpose of which shall be as close to the previous one as possible.

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General Conditions of Purchase

September 15, 2019

1. General

1.1 The contractual relationship between the Contractor and Melos GmbH (hereinafter referred to as "Principal") regarding the deliveries and services provided by Contractor (hereinafter jointly referred to as "Delivery") shall be based on the order and on these Conditions of Purchase.

1.2 Contractor’s conditions of delivery and other terms of contract of the Contractor, as well as any amendments or supplements to the order, shall not become part of the contract unless Principal expressly agrees in writing.

1.3 In addition to these Conditions of Purchase, the statutory provisions shall apply if and to the extent the statutory provisions are not amended or explicitly excluded by provisions of these Conditions of Purchase.

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2. Orders

An order shall be legally binding only if issued by Principal in writing using a PRINCIPAL order form and a Principal order number unless otherwise agreed (e.g. electronic data interchange (EDI), vendor-managed inventory (VMI) or consignment stock). An order that is not subject to an explicit time limit for acceptance can be revoked by Principal two weeks after receipt of the order, provided that the order was not previously accepted by the Contractor.

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3. Invoices / Taxes

3.1 The Contractor shall make out a separate, verifiable and clear invoice for each order. Each invoice shall state the order details (Principal order number, date of order, order line item, material number, quantity and price) and shall comply with the statutory provisions governing invoicing in the country in which Principal has its domicile.

3.2 All prices are net and shall be payable, plus any value added tax or tax similar to value added tax at the statutory tax rate that applies at the point in time of taxation. The aforementioned taxes shall be borne by Principal irrespective of the country in which they arise. The Contractor shall reimburse Principal for any taxes deducted at source irrespective of the country in which they arise. All other taxes, levies, duties, fees and other charges shall be borne by the Contractor itself or, as the case may be, reimbursed to Principal, irrespective of the country in which they arise.

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4. Payments

4.1 Payments shall be made within 14 days less 3% cash discount or net within 30 days. Unless otherwise agreed, Principal shall be entitled to make payments in Euro.

4.2 The term of payment commences as soon as the Delivery has been taken or, as the case may be, accepted and an invoice in due form has been received by Principal. If Deliveries are taken or, as the case may be, accepted ahead of schedule, the term of payment shall commence on the agreed date of delivery. Cash discount shall be permissible even if Principal makes a set-off or withholds payments in a reasonable amount due to defects.

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5. Delivery Time / Deliveries / Contractual Penalty / Permitst

5.1 All agreed dates and periods shall be binding. Deliveries prior to the agreed dates or periods shall require the prior written consent of Principal. If Deliveries are effected prior to the agreed dates or periods without the prior written consent of Principal, Principal reserves the right to return such Deliveries at the expense and risk of the Contractor.

5.2 As soon as the Contractor realizes that it will not meet a date or period, it shall inform PRINCIPAL without undue delay in writing of the period of the delay, indicating the reasons for the delay and the planned corrective measures. The assertion of any rights due to the delay by PRINCIPAL shall remain unaffected.

5.3 If the Contractor is in delay in delivery, in whole or in part, PRINCIPAL shall be entitled to claim a contractual penalty for each delay, amounting to 0.3% of the value of the respective delayed Delivery for each completed working day of such delay, but for each delay not exceeding 5% of the value of respective delayed Delivery. This shall not affect any claims for performance or damages; however, the contractual penalty shall be credited against any claims for damages due to such delay. PRINCIPAL shall be entitled to claim the contractual penalty until the final payment is made, even if it does not reserve such right at the time of taking or, as the case may be, accepting the respective Delivery.

5.4 The Contractor shall obtain any permits necessary for the Delivery in due time and at its own expense.

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6. Place of Performance / Transfer of Risk / Dispatch / Transfer of Title

6.1 Place of performance shall be the delivery address stated by PRINCIPAL.

6.2 If acceptance is required by law or has been agreed, the risk shall pass to PRINCIPAL at the time of acceptance, otherwise at the time of taking the respective Delivery at the place of performance.

6.3 Delivery shall be effected DDP (Incoterms 2020) to the delivery address stated by PRINCIPAL. PRINCIPAL shall be entitled to choose the carrier and the mode of transport.

6.4 Each Delivery shall be accompanied by packing or delivery notes specifying the contents and the necessary order details (PRINCIPAL order number, date of order, order line item, material number, quantity).

6.5 Title to the respective Delivery shall pass to PRINCIPAL upon delivery at the place of performance.

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7. Use of Subcontractors

Third parties (in particular any subcontractors) may only be engaged or replaced by Contractor with Principal’s prior written consent. If Contractor intends to use any subcontractors to perform the contract from the outset, the Contractor must inform the Principal of this when submitting its offer.

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8. Statutory Minimum Wages Act (MiLoG), Employee Assignment Law (AEntG), Prohibition on Illegal Employment

8.1 Contractor must ensure that the employees used by Contractor or its subcontractors or personnel service providers to perform contracts with Principal receive the minimum wage as per the German Minimum Wages Act (MiLoG), respectively the minimum hourly rate of pay (Mindeststundenentgelt) according to the regulation based on section 3a of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz) or, if the services to be provided are subject to the scope of the Employee Assignment Law (AEntG), the respectively required industry minimum wage. Contractor shall ensure that binding obligations to pay contributions to social security carriers, employers’ liability insurance associations and other institutions such as the joint institutions of the collective bargaining agreement parties named in section 8 AEntG are complied with.

8.2 When choosing subcontractors or personnel service providers, the Contractor shall check fulfillment of the preliminary conditions as per Clause 8.1 and require them to provide written confirmation of compliance. In addition, Contractor shall obtain written assurance from these parties that they will require other subcontractors or personnel service providers as may be engaged to comply with the requirements.

8.3 Contractor shall indemnify Principal against justified claims any employee of the Contractor or any employee of a subcontractor, regardless of level, or of a personnel service provider used has brought forward towards Principal as guarantor of payment of the statutory minimum wage or industry minimum wage, or claims by one of the institutions of the collective bargaining agreement parties named in section 8 AEntG for the provision of payments.

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9. Acceptance

9.1 If acceptance is required by law or has been agreed, the Delivery shall be made available by the Contractor in due time for acceptance by PRINCIPAL. The results of the acceptance test shall be documented in an acceptance test record within a reasonable period of time.

9.2 If the acceptance test reveals no, or only minor, defects, PRINCIPAL will declare acceptance in writing without undue delay after finishing the acceptance test. The Contractor's obligation to remedy minor defects without undue delay shall remain unaffected.

9.3 If the acceptance test reveals defects which are not only minor defects, PRINCIPAL will refuse acceptance without undue delay after finishing the acceptance test.

9.4 The taking, commissioning, use, or resale of the Delivery or any payments shall not be considered as acceptance.

9.5 If partial acceptance has been agreed, the aforementioned acceptance provisions shall apply to such partial acceptance mutatis mutandis; all partial acceptances shall be preliminary and subject to overall acceptance.

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10. Obligation to Examine and Give Notice of Defects

10.1 Once the goods have been delivered, PRINCIPAL is obliged to examine, on the basis of the delivery documents and an external inspection of the packaged goods, whether the goods received correspond to the quantity and type ordered and whether there are any external recognizable transportation damages. Furthermore, PRINCIPAL is obliged to take representative samples of the overall goods and to examine the samples taken for defects. The level of examination applied to the samples taken will be dependent on the extent to which an examination in the respective individual case is practicable in the orderly course of business.

10.2 PRINCIPAL is obliged to give notice of any defects which could be discovered by means of the aforementioned examination within 14 days of the goods being delivered.

10.3 PRINCIPAL is obliged to give notice of any defects discovered at a later date within 14 days of identifying them.

10.4 Sections 10.1 to 10.3 above shall not apply if and to the extent an acceptance of the Delivery is required by law or has been agreed.

10.5 PRINCIPAL shall have no further obligations to examine and give notice of defects.

10.6 Late defect notification shall not affect any warranty rights based on fault.

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11. Rights to the Delivery

11.1 The Contractor grants PRINCIPAL the non-exclusive, irrevocable, transferable, worldwide and perpetual right, to use the Delivery. In particular, PRINCIPAL is entitled to integrate the Delivery or parts thereof into other products, to distribute the Delivery or parts thereof worldwide, either integrated or nonintegrated, and – insofar as this is necessary in order to achieve the purpose of the contract, to adapt or otherwise alter the Delivery or parts thereof and to distribute the results of such activities as aforementioned. PRINCIPAL is also entitled to sublicense this right of use.

11.2 If and to the extent that the Delivery or parts thereof is developed for PRINCIPAL, the Contractor grants PRINCIPAL the exclusive, irrevocable, transferable, worldwide, and perpetual right, unrestricted in terms of content, to use the Delivery or parts thereof in all known and unknown ways. In particular, PRINCIPAL is entitled at its discretion to reproduce the Delivery or parts thereof, to distribute (also by renting) and to communicate to the public (in particular by making available to the public) the Delivery or parts thereof and reproductions thereof. This also includes the right to adapt or otherwise alter the Delivery or parts thereof by any means and to use the results thereof as aforementioned. PRINCIPAL is also entitled to sublicense this right of use.

11.3 If and to the extent that the results of the development can be protected by industrial property rights, the Contractor hereby already irrevocably gives its prior consent to PRINCIPAL to file an application for industrial property rights in the country of PRINCIPAL’s domicile and abroad and herewith already assigns all rights to, and resulting from, this invention to PRINCIPAL, especially its right to file applications for, or to be granted, patents or utility models in the country of PRINCIPAL’s domicile and abroad. The Contractor shall provide PRINCIPAL, at its own expense and within a reasonable period, with all information, documents and declarations necessary for the registration, conduct of in and out of court disputes and maintenance of such industrial property rights by PRINCIPAL. The Contractor shall, at its own expense, arrange for all of the necessary steps to be taken vis-à-vis its employees and others involved in the invention to make this assignment of rights possible; in particular, it shall validly claim inventions of its employees in accordance with the provisions of the applicable employee’s invention law.

11.5 The consideration for the aforementioned granting and/or assignment of rights is included in the agreed remuneration.

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12. Condition of the Delivery / Defects in Material and Defects of Title

12.1 The Delivery shall be in accordance with the agreed specifications. The Delivery shall comply with the state of the art, the applicable statutory provisions, and the relevant regulations and directives of authorities, trade associations and professional associations.

12.2 Unless the statutory provisions do not provide for any longer limitation periods, the limitation period for defects in material shall be 24 months and the limitation period for defects of title shall be 36 months. If the delivery has been used for a building in accordance with the normal way it is used and has resulted in the defectiveness of the building the limitation period for defects in material shall be 5 years.

12.3 If acceptance is required by law or has been agreed, the limitation period shall commence at the time of acceptance, otherwise at the time of taking the respective Delivery at the place of performance.

12.4 The place of performance for subsequent performance is, at PRINCIPAL’s option, either the place where the Delivery is located at the time the defect is discovered or the delivery address stated by PRINCIPAL.

12.5 If the Contractor fails to fulfil its subsequent performance obligations within a reasonable period to be set by PRINCIPAL, PRINCIPAL shall be entitled, in addition to any statutory and contractual rights PRINCIPAL may have, to remedy the defect itself or have it remedied by third parties and to claim compensation from the Contractor for the expenses incurred in this respect or demand a reasonable advance payment. No period for subsequent performance has to be set in advance if the respective Delivery was effected after the Contractor was in delay in delivery or if the statutory provisions do not require to set a period for subsequent performance.

12.6 In other respects, the statutory provisions shall apply to defects in material and/or defects of title.

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13. Liability

In other respects, Liability shall be governed by the statutory provisions.

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14. Environmental Protection

14.1 Wherever commercially and technically feasible, the Contractor shall make sure that environmentally compatible products and processes are used for the production or provision of the Delivery, its packaging as well as for supplies and additional services rendered by third parties.

14.2 The Contractor shall fulfil its information obligations under the environment protection and occupational health and safety acts. This shall apply, in particular, to the information obligations under REACH Article 33 – Duty to communicate information on substances in articles.

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15. Nondisclosure / Provision of Materials

15.1 The content of this order and all information received from PRINCIPAL, or from third parties on behalf of PRINCIPAL, in connection with the performance of the contract shall be treated as confidential by the Contractor. PRINCIPAL does not grant the Contractor any rights whatsoever to this information, other than the right to use it for the performance of the contract. Disclosure to third parties is only permitted with the prior written consent of PRINCIPAL and, in the event that such consent is granted, the Contractor shall subject these third parties to confidentiality obligations no less stringent than the provisions set out herein prior to disclosure. The aforementioned confidentiality obligations shall end five (5) years after the start of the limitation period for claims based on defects, but shall not apply to information that is generally known or becomes generally known without any breach of this contract, was already known to the Contractor before it is passed on without being subject to confidentiality obligations towards any third party, or is lawfully obtained by a third party later on without being subject to confidentiality obligations towards such third party, or to information developed by the Contractor independently or which it is under a legal obligation to disclose, or has been ordered to disclose by a competent court or competent authority.

15.2 The Contractor may only disclose its business relations with PRINCIPAL after having obtained the prior written consent of PRINCIPAL to do so.

15.3 Objects and documents of any kind provided by PRINCIPAL or third parties on behalf of PRINCIPAL, as well as any objects or documents created on the basis of such objects and documents, shall not be passed on to third parties without the prior written consent of PRINCIPAL and PRINCIPAL does not grant the Contractor any rights whatsoever to such objects and documents, other than the right to use them for the performance of the contract. The objects provided shall be reasonably insured by the Contractor, at its own expense, to cover loss and damage, shall be stored separately, maintained if necessary and shall be marked as the property of PRINCIPAL. The objects and documents provided shall be reasonably protected to prevent unauthorized inspection or use, and shall be returned to PRINCIPAL as soon as they are no longer required for the performance of the contract; the Contractor shall have no right of retention in this respect.

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16. Foreign Trade Law / Security in the Supply Chain

16.1 The Contractor shall comply with all requirements and provisions of the applicable national and international customs law, export control law and other foreign trade and payments law (hereinafter jointly referred to as "Foreign Trade Law"). The Contractor shall provide to PRINCIPAL in writing at the latest two weeks after ordering or, in the case of modifications, without undue delay all information and data that PRINCIPAL requires in order to comply with the Foreign Trade Law in the event of export, import and re-export, including, without being limited to the following:

• the statistical goods number pursuant to the current goods classification of the foreign trade statistics or the Harmonized System (HS) code; and
• the country of origin and, if required by PRINCIPAL, suppliers’ declarations regarding the preferential origin or certificates of origin.

16.2 The Contractor shall take the necessary measures to ensure the security in the supply chain according to the requirements of the AEO initiative of the EU. On request of PRINCIPAL, the Contractor shall provide evidence of the aforementioned by presenting an AEO S or AEO F certificate.

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17. Third-Party Rights

17.1 The Contractor guarantees that the Delivery does not infringe any patent rights, utility model rights, trademarks, design rights, copyrights or other third-party rights that exclude or restrict the intended use by PRINCIPAL and/or its customers.

17.2 If the use of the Delivery or parts thereof is restricted or prohibited due to an asserted infringement of third party rights, or if there is the risk that such use will be restricted or prohibited, the Contractor shall indemnify PRINCIPAL and/or its customers on first demand against all in and out of court third-party claims. In addition, the Contractor shall reimburse PRINCIPAL for any expenses incurred for legal defence and for any damage incurred as a result of such claims for infringement of third party rights.

17.3 In order to ensure effective defence against such claims, the contracting parties shall inform each other without undue delay if they become aware of any alleged infringement of third party rights.

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18. Place of Jurisdiction / Applicable Law / Miscellaneous

18.1 The contractual relationship between the Contractor and PRINCIPAL shall be governed exclusively by German law, without reference to its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

18.2 The sole venue for all disputes arising from or in connection with the business relationship between the Contractor and the Principal shall be the courts competent for the Principal's registered head office, provided that the Contractor is a businessman, a legal entity under public law or a special fund under public law. PRINCIPAL shall also have the right to take legal action at the Contractor’s domicile.

18.3 English shall be the language of contract. If the contracting parties use another language in addition to English, the English wording shall prevail.

18.4 The Contractor shall only have the right to set off or a right of retention in respect of counterclaims that have become res judicata or are undisputed. What is more, a right of retention can only be asserted by the Contractor in respect of counterclaims under the same contractual relationship. The exclusion of the right of retention under Section 15.3 shall remain unaffected.

18.5 If one or more of the aforementioned provisions is or becomes invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that most closely approximates its economic effect.

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