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General Conditions of Purchase ("GCP") DKSH GmbH (Version 1.0 as of March 9, 2017)

1. Applicability
Unless otherwise agreed, our GCP shall exclusively apply to this and all future orders issued by us. Other conditions shall not be an integral part of the contract, even if such other conditions are not expressly rejected by us. Acceptance of a delivery or of a service provided without expressive rejection of conditions conflicting with our ECP shall in no way constitute recognition of or consent to such conflicting conditions.

2. Order, offer
Every order issued by us shall constitute an offer to conclude a contract and shall be accepted and confirmed by the Supplier in writing within 8 days of issue date in the form of binding declaration stating object and quantity to be supplied, place of
delivery and price. Any subsequent oral agreements shall be confirmed in writing. In the absence of the Supplier’s written confirmation within the foregoing 8-day period, it shall be assumed the order has not been accepted. Any confirmation received by us at a later date shall be treated as a new offer requiring our expressive acceptance.

3. Transport
The Supplier shall make the delivery to the address stated in the confirmation of delivery. For transportation/shipping the Supplier shall comply with all relevant regulations for rail, road, sea or air freight relating to rates charged, transport and packing and, in particular, with customs regulations and regulations for transport of dangerous goods. Unless otherwise expressly instructed by us, the Supplier shall forward the goods by the way of transportation most favourable to us in terms of cost, duration and efficiency.
In all cases the Supplier shall state the following data in the transport documents: delivery address, order number and date, delivery point and, if applicable, name of recipient and material designation and number communicated by us. The employing of subcontractors shall require our prior consent. In cases where subcontractors are used, these shall identify the Supplier as their customer in all correspondence and freight documents, stating the relevant order data.
All individual packages (weighing 1 t or more) shall bear a clearly visible, indelible statement of unit weight.
Without prejudice to our further claims the Supplier shall be entitled to make partial deliveries or provide part services only upon our written approval.

4. Essential data relating to deliveries
All goods delivered shall be labelled, if applicable, in accordance with the regulations on dangerous substances and the EC/EU guidelines on dangerous
In due time prior to delivery, the Supplier shall send us full details of all necessary information on the goods, in particular, their composition and stability, e.g. safety data sheets, processing instructions, labelling requirements, assembly instructions, work safety precautions etc., including any modifications or updates of the foregoing documents.

5. Delivery date, Delay
The agreed delivery date shall be binding. The Supplier shall inform us without undue delay and in writing of any actual or anticipated circumstances that could prevent him from meeting the agreed delivery date.
The Supplier shall compensate us for all losses incurred through delay in delivery, except in cases where he can show that these were not caused through his default. Acceptance by us of a late delivery shall not imply waiver of our compensation or other claims, and we reserve the right to file further legal claims or invoke legal rights (e.g. payment of compensation, procurement of replacement delivery, withdrawal from contract).

6. Proof of performance
If explicitly agreed in a contract, the Supplier shall free of charge prepare a written record regarding proof of performance.

7. Invoicing and payment
Unless otherwise agreed, all invoices shall be paid by us net within 30 days of receipt of the invoice at the invoice address stated in the order. All invoices shall state the order number, the material identification number and specify statutory taxes separately. Settlement of an invoice by us shall in no way imply waiver of our warranty claims relating to the state, characteristics and quality of the goods delivered.

8. Notification of defects
Notification of defects relating to a delivery shall be deemed to have been filed in due time if we give the Supplier notice within 2 weeks of delivery date in case of obvious defects, or within 2 weeks of date of discovery in case of hidden or latent defects.

9. Liability for defects, time limitation
Material defects appearing within 6 months of date of transfer of risk shall be deemed to have been already present at the date of transfer of risk, unless such assumption is not compatible with the nature of the defect.
The Supplier shall guarantee the goods delivered and/or services provided possess the specifically guaranteed composition, the contractually agreed quality, are suitable for the use assumed in the contract, neither their suitability for such use has been impaired nor the value in any way reduced and that  they conform to the recognised technical standards and to all legal and other official regulations in force
at date of delivery.
Should the goods delivered and/or services provided fail to comply with the provisions of Clause 9.2 above or should they be defective in any other way
whatsoever, we shall be entitled, without prejudice to our further legal claims and statutory rights, to demand from the Supplier to fulfil his obligations under the contract without delay and to reimburse any expenses thereby incurred by us. In urgent cases, or if the Supplier fails to complete fulfilment of his obligations by the due date, we shall be entitled to take immediate action to either remedy the defect(s) ourselves or to have it/them remedied by a third party, in both such cases at the Supplier’s expense. In case the Supplier has issued a guarantee of composition of the goods delivered, we shall further be entitled to claim our rights under this guarantee.
The Supplier shall bear the liability for any noncompliance with legal regulations and, in particular, for any infringements of patents or other intellectual property rights of third parties caused by contractually agreed use of the goods delivered or the services provided in the country to which they are supplied in accordance with the terms of the contract. Should claims be filed against us for any of the foregoing reasons by any third party, the Supplier shall indemnify us at first request against all such costs (and against all court and other legal costs thereby necessarily incurred) in connection with the third-party’s claims. We shall not be entitled to enter into agreements on any such claims involving detriment to the Supplier, except with the Supplier’s prior consent.
Any further liability borne by the Supplier shall be solely in accordance with the relevant legal provisions. At first request, the Supplier shall indemnify us against any third-party compensation claims resulting from a product defect caused by or attributable to the default of the Supplier or any of his own suppliers.
Unless longer periods are stipulated either by law or in the relevant contract, all statutory or contractually agreed claims and rights relating to material defects shall expire on the lapse of two years counted from date of delivery of the goods or provision of the services and on the lapse of three years in case of defect of title.
Unless legal provisions exist on suspension of the limitation period for claims and rights relating to defects, the period of limitation shall be suspended during the period between the date of our notification of defect and the date of remedy of the defect. If the Supplier remedies defects by total or partial replacement or repair of the relevant goods or services, the limitation period shall recommence as from date of remedy of the defects, except in case of minor defects which can be remedied at negligible cost, and if the Supplier can claim to have remedied the defects voluntarily free of charge.

10. Insurance
The Supplier shall maintain a product liability insurance policy with cover customary to the respective industry and of not less than EUR 10,000,000 per damage event for the period of the contract. Upon our request, the Supplier shall submit to us confirmation of the foregoing insurance cover from his insurer.

11. Liability
We, our legal representatives, employees and vicarious agents shall only be held liable on grounds of breach of contractual obligations and/or tortious act, if we, our legal representatives, employees or vicarious agents have acted wilfully or with gross negligence, or if the neglected obligation was of material importance for attainment of the object of the contract (“Cardinal Obligations”). In the event of our failure to fulfil Cardinal Obligations through simple negligence, our liability shall be limited to the foreseeable damage typical for such contract.
This limitation shall not apply in cases where we bear mandatory liability under the laws on product liability (ProdHaftG) or on any other grounds for death, bodily injury, health impairment, loss of or damage to privately used objects or any other grounds of mandatory liability.

12. Waste disposal
Unless otherwise agreed, the Supplier shall bear the responsibility for recycling or disposal of any items defined as waste within the meaning of the Waste Disposal Act (KrW-/AbfG) at his expense and in accordance with the provisions of the regulations on waste disposal. Title, risks and responsibility under the Waste Disposal Act shall pass to the Supplier at the time of the goods’ first classification as waste. Should the Supplier fail to fulfil his obligations to recycle or dispose of waste, he shall either indemnify us against expenses thus incurred or reimburse us
for any such expenses.

13. Secrecy
The Supplier shall treat all confidential information (knowledge, documents, technical and similar data, measurement data, techniques, business secrets,
know-how, drawings, etc.) belonging to us and coming into his possession during the course of our business relationship in strict confidence and shall not publish this or otherwise make it available to third parties without our prior written consent.

14. Prohibition of assignment
The Supplier shall not be entitled to make assignments not covered by the provisions of Section 354 a of the German Commercial Code (HGB) without our prior written consent.

15. Compliance with legal regulations
Unless otherwise agreed, the Supplier shall be responsible for compliance with legal and official regulations relating to import, transport, storage and use of the products.

16. Data protection
Data relating to the Supplier shall be stored and processed by us solely to the extent being necessary for the purposes of the contractual relationship. The Supplier hereby grants his consent to this.

17. Requirement of written form
All amendments, supplements or the cancellation of this contract or of these GPC, including cancellation of this clause stipulating use of the written form, shall not be valid unless made in writing.
Any statements and notifications issued by the Supplier after conclusion of the contract shall not be valid unless made in writing.

18. Place of jurisdiction
If the Supplier is a merchant, the place of jurisdiction shall be our commercial domicile in Hamburg. If we institute legal proceedings against the Supplier, we
shall be entitled to institute such proceedings before the competent court at the Supplier’s commercial domicile.

19. Governing law
The contract and all legal relations between the Supplier and us shall be exclusively governed by German law to the exclusion of the laws on conflict of laws and of the United Nations Convention on Contracts and the International Sale of goods (CISG)
of April 11, 1980.

20. Trade terms
If any trade terms have been agreed pursuant to the International Commercial Terms (“INCOTERMS”), these shall be applied and interpreted in accordance
with the INCOTERMS in force on the date the contract is concluded.

21. Severability clause
Should any individual provision(s) of these GPC be deemed wholly or partially invalid, this shall not affect the validity of the remaining provisions.