GENERAL PURCHASING CONDITIONS

1.1 The present General Purchasing Conditions (hereinafter referred to as “GPC”) shall apply to all business relations with business partners and suppliers of Bohle Scandinavia AB (hereinafter referred to as “Supplier”) with respect to the delivery of movable goods and/or services, regardless of whether the Supplier itself provides the service or whether it buys from subcontractors.

1.2 These conditions shall apply only to companies, legal persons under public law and special funds under public law as per § 310 BGB (German Civil Code). They are applicable in the respective current version also to all future transactions with the Supplier, without Bohle Scandinavia AB having to refer to them in every individual case.

1.3 These GPC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Supplier shall only become part of the contract insofar as Bohle Scandinavia AB has expressly agreed to their validity in writing. The unconditional acceptance of deliveries and services or their payment shall not be construed as an approval of the Supplier´s General Terms and Conditions.

1.4 Individual agreements reached with the Supplier in individual cases (including collateral agreements, additions and modifications) shall in any event take precedence over the present GPC. A written contract or a written confirmation from Bohle Scandinavia AB shall be decisive, subject to counterevidence, for the contents of such an agreement. Legally relevant declarations and notifications which are made by the Supplier towards Bohle Scandinavia AB (e.g. deadlines, reminders, notices of cancellation) must be made in writing to be effective.

1.5 References to the validity of statutory regulations shall only serve clarifying purposes. For this reason, statutory regulations shall apply even without such clarification, unless they have been directly modified or expressly excluded in these GPC.

2.1 Orders by Bohle Scandinavia AB shall only be valid and binding if placed in writing, by e-mail or by fax. The Supplier shall be obliged to accept the order in the same way or in another agreed way of acceptance within a period of one week. Upon the expiry of this period, Bohle Scandinavia AB shall no longer be bound to the order. Any of the Supplier´s order confirmations which deviates from the order or is delayed, shall be deemed a new quote and must be accepted by Bohle Scandinavia AB in writing, by e-mail or fax.

2.2 Cost estimates, templates, samples, etc. of the Supplier are binding and shall not be paid, unless expressly agreed otherwise.

After order confirmation by the Supplier, Bohle Scandinavia AB shall be entitled to demand changes of the products (also with respect to construction and layout) at all times. In this case, the Supplier shall immediately inform Bohle Scandinavia AB about possible additional or reduced costs or changes of the deadline

7.1 The prices indicated in the order are binding. All prices shall be considered as excluding the legally required value added tax, even if it is not indicated separately.

7.2 Invoices must be duly issued in line with §§ 14 14a UStG (German Value Added Tax Act). For deliveries from territories outside the EU, an original invoice must be added to the delivered goods. An invoice shall only be modified by means of an invoice correction.

7.3 Payments shall be effected either within 30 days with a 3% discount or net after 60 days. The deadline starts upon receipt of the contractual performance and a duly issued and verifiable invoice. In the event of premature acceptance of the delivery goods, the payment term shall start from the date of delivery as per the order or from the date of invoice, whichever is the later. In case of service contracts or contractually agreed acceptance conditions, the payment term shall not start before acceptance.

 7.4 Bohle Scandinavia AB shall be entitled to set-off rights and rights of retention, as well as the defence of non-performance of the contract to the statutory extent. If the delivery is faulty or incomplete, Bohle Scandinavia AB shall be especially entitled to withhold the payment until proper fulfilment, without losing rebates, discounts and similar price reductions.

7.5 The Supplier shall only be entitled to set-off rights if its counterclaims have been legally ascertained, undisputed or accepted by Bohle Scandinavia AB. It is moreover entitled to exercise its right of retention insofar as its counterclaim derives from the same contractual relationship.

8.1 The tools, materials, parts, containers and special packaging made available by Bohle Scandinavia AB shall remain their property. They shall only be used according to their intended use. The processing, mixing or combination of materials provided by Bohle Scandinavia AB shall be carried out on their behalf by the Supplier. Both parties agree that Bohle Scandinavia AB shall become co-owner of the products manufactured by using the provided materials, which are stored by the Supplier on behalf of Bohle Scandinavia AB, in the ratio of the value of the provided materials to the value of the finished products.

8.2 Regardless of other agreements, Bohle Scandinavia AB shall obtain the full or co-ownership to the extent to which they share the confirmed costs for the tools for producing the delivery item. Bohle Scandinavia AB shall acquire the (co-)ownership of the tools upon payment. They shall remain on loan to the supplier. The Supplier shall only be entitled to actually or legally dispose of the tools, to relocate them or render them permanently non-functional with the approval of Bohle Scandinavia AB. The Supplier shall label the tools as the (co-)property of Bohle Scandinavia AB. Replacement tools shall be owned by Bohle Scandinavia AB according to their share in the original tool. In case of co-ownership, Bohle Scandinavia AB shall be entitled to a pre-emptive right of the Supplier´s co-ownership share. The Supplier shall use the tools which are (co-)owned by Bohle Scandinavia AB exclusively for manufacturing the delivery items. After termination of the supply relationship, the Supplier shall hand over the tools to Bohle Scandinavia AB immediately upon request. With regard to tools in co-ownership, Bohle Scandinavia AB shall compensate the Supplier at the current fair value of the Supplier´s co-ownership shares. The Supplier´s obligation to surrender shall remain valid even if insolvency proceedings are initiated.

8.3 Upon request of the Supplier, Bohle Scandinavia AB acknowledges a simple retention of title. Any prolonged or extended retention of title of the Supplier shall be excluded.

9.1 All business or technical information made available by Bohle Scandinavia AB shall be kept secret to third parties, as long as they are not demonstrably known to the general public, and shall be made available only to such persons within the Supplier´s company who must be necessarily familiar with such information for the purpose of carrying out the delivery to Bohle Scandinavia AB and who have been likewise committed to maintaining secrecy. The duty of confidentiality shall remain valid beyond the termination of the supply relationship for a period of five years. The Supplier shall be liable to hand over all received confidential information to Bohle Scandinavia AB, insofar as they are embodied or saved to electronic storage media.

9.2 The Supplier shall undertake to commit subcontractors to secrecy to the same extent.

9.3 Bohle Scandinavia AB shall reserve the title and all and any rights (including copyrights and the right to registration of industrial property rights) to the information made available to the Supplier. Reproductions are subject to prior written approval by Bohle Scandinavia AB and become the property of Bohle Scandinavia AB upon their creation.

10.1 Unless otherwise agreed in the following, statutory regulations shall apply for the rights of Bohle Scandinavia AB in case of material defects and defects of title of the delivered item and other breaches of duty of the Supplier.

10.2 If the Supplier fails to fulfil its obligation of supplementary performance, at Bohle Scandinavia AB´s option either by removing the defect or by delivering a faultless delivery item (including withdrawal of the defective performance at the Supplier´s expenses) within a reasonable period of time set by Bohle Scandinavia AB or if he has definitely and unjustifiably denied supplementary performance, Bohle Scandinavia AB shall be entitled to remedy the defect themselves or have it remedied by a third party on their behalf and demand a compensation for the incurred expenses. If the Supplier´s subsequent performance failed or is unacceptable to Bohle Scandinavia AB, e.g. due to a risk to operational safety, imminent disproportionate damages or in other cases of a particular urgency, no deadline needs to be set. Whenever possible, Bohle Scandinavia AB shall immediately inform the Supplier of such circumstances, as well as type and scope of any emergency measures required or taken.

10.3 The claims for liability for defects of Bohle Scandinavia AB shall become time-barred after expiry of 36 months upon transfer of risk.

10.4 §§ 377, 278 HGB (German Commercial Code) shall apply to the obligation to inspect and report defects, subject to the following condition: The inspection obligation of Bohle Scandinavia AB shall be limited to defects which are obviously identifiable in the course of an incoming goods inspection by Bohle Scandinavia AB, by an external examination including delivery documents and within the scope of a quality control of Bohle Scandinavia AB by way of random sample test procedure. Insofar as acceptance has been agreed upon, there shall be no inspection obligation. Apart from that it depends on the extent to which an inspection is feasible in the proper course of business, taking into account the circumstances of the individual case. Bohle Scandinavia AB shall be deemed to have satisfied the obligation to notify defects if, in case of obvious defects, notice is given within 10 days upon receipt of the goods. For all other defects, Bohle Scandinavia AB shall be deemed to have satisfied the obligation to notify defects if notice is given within 10 days upon detection of the defect.

10.5 If products labelled with the Bohle trademark are justifiably returned or not accepted by Bohle Scandinavia AB, the Supplier shall destroy these products and must not resell them to third parties. For each case of non-compliance, a contractual penalty amounting to twice the value of the goods, however at least 10.000,00 EUR, shall be deemed agreed.

11.1 In the event that a customer or a third party places product liability claims against Bohle Scandinavia AB, the Supplier shall be obliged to indemnify Bohle Scandinavia AB for such claims, if and insofar as the damage was caused by a defect of the delivery item. In cases of fault-based liability this only applies where fault lies with the Supplier. If the cause of damage lies within the Supplier´s area of responsibility, it shall prove that it is not at fault. In this case, the Supplier shall bear all resulting costs and expenses, including litigation costs.

11.2 If a safety-relevant defect of the delivery items makes a product recall necessary or if it is ordered officially, the Supplier shall bear all and any costs and expenses resulting from such recall campaign. Bohle Scandinavia AB shall agree upon the content and scope of such a recall campaign with the Supplier – if possible and reasonably to be expected.

11.3 Apart from that, statutory provisions shall apply.

The Supplier shall be obliged to inform Bohle Scandinavia AB in writing as soon as possible before the delivery deadline about possible licensing requirements of its goods according to the respectively applicable German, European, US export, customs and foreign trade law of the country of origin. For this purpose, the Supplier shall make available the following information and data: Export list number according 4 to Annex AL of the German Foreign Trade and Payments Regulation or equivalent list items of applicable export lists, the Export Control Classification Number as per US Commerce Control List if the good is subject to US Export Administration Regulations, however, in any case the statistical goods number; the country of origin; (long-term) supplier´s declarations of preferential origin (for EU suppliers) or certificates of preferences (for non-EU suppliers), all other information and data which Bohle Scandinavia AB needs for import and export and in case of resale upon re-export of the goods. The Supplier shall be obliged to inform Bohle Scandinavia AB immediately and in writing about any and all modifications of the above mentioned information and data.

13.1 The Supplier shall undertake to comply with the accepted engineering standards, the statutory regulations about product safety, and the internationally applicable minimum labour standards.

13.2 The Supplier shall, neither actively nor passively, engage in any kind of bribery or corruption, violation of human rights or discrimination against its employees, forced labour or child labour.

13.3 The Supplier shall undertake to commit all representatives commissioned by it, and who are in any way involved in the production of the delivery items, to meet the above mentioned obligations.

13.4 The Supplier shall ensure that it adheres to all valid EU regulations, however, in particular the provisions of the EU REACH Chemicals Regulation (Regulation EC No. 1907/2006 in its respective applicable version, hereinafter referred to as REACH Regulation).

13.5 The Supplier shall acknowledge that Bohle Scandinavia AB, as producer of goods/articles, is a so-called Downstream User according to the European Chemicals Regulation No. 1907/2006 (“REACH”), and shall guarantee that all REACH provisions and especially those which are necessary in order to process, sell or market goods within the EU, in particular the following ones, are met: (a) To pre-register, register or approve chemical substances or preparations to the legally required extent, (b) to implement internal organisational measures for documenting the compliance with REACH, (c) to make sure that all chemical substances or preparations used in goods (including packaging material) which have been indicated/announced to the Supplier by Bohle Scandinavia AB or their customers, are covered by the corresponding (pre-) registration or approval, (d) to inform immediately if a substance or a preparation which has been pre-registered shall not or cannot be finally registered within the applicable transition period ((a) to (d) together are “REACH conformity”).

13.6 The Supplier shall make sure that Bohle Scandinavia AB receives all required information if Substances of Very High Concern (SVHC) are used, so that Bohle Scandinavia AB can meet their obligation to inform as per article 33 of the REACH Regulation.

13.7 The Supplier shall moreover undertake to comply with all restrictions regarding the use of dangerous substances, preparations and articles as per Annex XVII of the REACH Regulation.

13.8 The Supplier shall acknowledge that basically any violation of the REACH conformity leads to a defect of material, preparation or other goods/articles in line with applicable law, it shall hold Bohle Scandinavia AB harmless from any claims, liabilities, expenses and damages caused by the Supplier due to a breach of the above mentioned REACH conformity, and shall support their enforcement at its own expense.