for Purchases from Businesses

I. General

1. Offer

Preparation and submission of offer by the Supplier take place in any case without obligation or cost to SCHOCK. Purchase Orders by SCHOCK are ruled solely by the following Conditions of Purchase, or such deviating terms and conditions as mutually agreed upon by SCHOCK and the Supplier during offer negotiations and explicitly stated in the Purchase Order by SCHOCK. Any other terms and conditions of the Supplier or any other reservations made by the Supplier, are herewith explicitly rejected. By submitting its offer, the Supplier declares its consent with these Conditions of Purchase, whereby even in absence of an explicit consent by the Supplier, these Conditions of Purchase become part of the contract upon the acceptance of the Purchase Order.

2. Purchase Orders and Agreements

Purchase Orders and Agreements are binding only when sent or confirmed by SCHOCK in writing, fax or e-mail. Unless the Supplier rejects a Purchase Order within two (2) business days by a written notice, the Purchase Order shall be deemed as properly accepted by the Supplier, unless SCHOCK at its own discretion withdraws such Purchase Order, which shall relieve SCHOCK of any and all future obligations under such Purchase Order. Even if known to SCHOCK, deviating, contradictory or additional terms and conditions shall not constitute part of the contract, unless their validity is explicitly agreed upon in writing. Contract item shall be supplied or delivered in accordance with all specifications and quality parameters as referred to and stated in the Purchase Order or otherwise communicated by SCHOCK to the Supplier. Purchase Orders replace any earlier offers to SCHOCK as may have been made by Supplier.

3. Correspondence

Any subsequent correspondence with SCHOCK is to be carried with the Procurement only. Purchase Order number, date and responsible person are to be duly referenced.

II. Delivery

1. Delivery Note and Documents

Each delivery shall be accompanied with a Delivery Note. In case a proper Delivery Note is missing, the acceptance and notice periods shall commence only upon the time when a proper Delivery Note is delivered to SCHOCK.

Each Delivery Note is to include description of the items as well as the Purchase Order number, material number, quantity and weights, together with a packing list detailing the dimensions (length, width, height) as well as the gross and net weights, the goods tariff number and the relevant consignment notes. For any deliveries originating outside of the EU, the Supplier is further obligated to commission its freight carrier with the customs clearance upon arrival of the shipment to Germany in the name of and under a power of attorney by SCHOCK. Upon dispatch of the shipment, the Supplier shall submit a copy of the invoice for verification of the customs tariff number (HS-Code), as provided by the Supplier, to SCHOCK, and SCHOCK shall carry out such an inspection promptly. Supplier shall comply to all valid laws for customs, export control, shipping, packaging and marking.

For the deliveries from within the EU, the Supplier shall submit to SCHOCK a long term supplier's declaration including the customs tariff number, prior to the first delivery; for the deliveries originating outside the EU, a certificate of the country of origin, form B. The Supplier shall provide a series related inspection certificate by its expedition for each delivery, in case of hazardous goods also a safety data sheet prior to the shipment.

2. Supply and Delivery Terms

The delivery lead-time commences on the day of the Purchase Order. Mutually agreed delivery dates are binding. In case of a full or partial delivery prior to the mutually agreed delivery date without a preceding notice, SCHOCK may refuse to accept the delivery and ship the goods back at the Supplier's costs. Supplier shall immediately notify SCHOCK in writing in case circumstances arise or may be expected to arise that can lead to a failure to deliver within the agreed dates. Supplier shall provide an explanation as well as the estimated duration of the delay.

Services shall be considered as delivered upon the day of an unconditional acceptance of such services or handed-over work results by SCHOCK from the Supplier. In case of a delayed delivery, SCHOCK is entitled to a reimbursement by the Supplier of a fixed fee amounting to 1 % of the net delivery price of the delayed goods or services for each business day of the delay, however not more than 10 % of the delivery value; further rights granted by law remain reserved.

In case of a delay by the Supplier in excess of six weeks or a delivery delay occurred more than three times, SCHOCK may, upon an unsuccessful expiry of a reasonable rectification period, terminate the pertinent Purchase Order with immediate effect, even if the delay is not directly attributable to Supplier, especially under Force Majeure, and to require from the Supplier a compensation of the liquidated damages due to failure to supply the outstanding part of the Purchaser Oder. Supplier shall bear the burden of evidence in case of a compensation claim, proving that the Supplier's obligations have not been breached.

3. Shipping

Deliveries shall be made according to DAP IncoTerms 2010 to a location given by SCHOCK, including an adequate packaging of the goods.

4. Partial and Over Deliveries

Partial deliveries deviating from the mutually agreed shipping lots require a written consent by SCHOCK in advance. SCHOCK may at its sole discretion decide to ship back quantities delivered over and above the Purchase Order at the Supplier's cost and risk, or to store these for a period of up to maximum 6 weeks for pick-up by the Supplier against reimbursement of the incurred handling and warehousing costs.

5. Retention of Title

Supplier shall retain title to the delivered goods up to the point in time of their further processing or sale or the payment of their price. SCHOCK shall be entitled to sell goods without the title yet having been transferred as part of its common business transactions. In-advance assignment of receivables from SCHOCK arising from further sales of the delivered goods shall not be permitted.

III. Payments

1. Payment Terms and Dates

Payment shall be carried out by means chosen by SCHOCK on dates and under terms as mutually agreed and to the bank account provided by the Supplier. Unless agreed otherwise, SCHOCK pays, deducing a 3 % discount, on the 30th day of the given month if the invoice is delivered between the 1st and 15th day in the given month, on the 15th day of the month following the date of supply if the invoice is delivered between the 16th and 31st day in a month, or 60 days as a net payment after invoice delivery. Payment period commences upon a day on which both the invoice and the goods or service have been properly delivered to SCHOCK. Prices agreed upon in a Purchase Order represent the sole and complete compensation of the Supplier for the contract item; any additions or extras are to be agreed upon by SCHOCK and the Supplier by means of an additional Purchase Order, otherwise the Supplier carries these out at the Supplier's own risk and costs. Differences of opinion concerning the prices due by SCHOCK shall not entitle the Supplier to stop its deliveries to SCHOCK in part or wholly.

2. Assignment to Third Parties

Receivables may be assigned with a written consent by SCHOCK or for collection purposes only.

IV. Warranty and Rectification of defects

Supplier warrants for the contract items complying with the requirements and specifications as well as being free from defects, faults or claims of rights by third parties that would diminish or nullify their worthiness or fitness for purpose. Supplier further warrants for the contract items fulfilling all applicable EU norms as well as any other valid norms and mutually agreed processes, whereby upon request by SCHOCK, the Supplier shall present a proper certificate thereof.

Acceptance or signing of submitted documents by SCHOCK does not serve as a waiver of warranty rights. SCHOCK has fulfilled its obligation to inspect and notify the Supplier on any visible defects if SCHOCK sends such notification within 14 days after the delivery of the contract items. Notification on hidden faults is possible up to the expiry of the warranty period. Warranty period shall be twelve months after the acceptance of the contract items. It commences anew upon every rectification. Rights for remedy granted by law remain reserved for SCHOCK without limitations. In case of faulty goods, SCHOCK may at its own discretion require remedy or replacement. In case of a failed replacement delivery, SCHOCK may at its own discretion require compensation of damages, diminishing of or reversal of contract. SCHOCK is entitled to replace or rectify faulty items and make good the existing damages at the Supplier's cost in order to avoid additional damages. If SCHOCK, after a failed replacement delivery opts to withdraw from contract due to legal or material breach, SCHOCK's rights to compensation of damages due to such breach remain unaffected. If SCHOCK, after a failed replacement delivery opts for a compensation of damages, SCHOCK may require a full compensation against return of the faulty goods.

If a fault in a contract item becomes apparent only after its further processing or use as part of a product, or sales of such product carried out by SCHOCK, such fault may be remedied by SCHOCK's own customer service or by supply or use of a new replacement product made by a third party at SCHOCK's own decision. Supplier shall be notified about the costs it shall carry as incurred in conjunction with the fault.

V. Liability, Insurance

In case of claims against SCHOCK for infringements of government work safety rules, product liability or other infringements of law due to defects of its products that are attributable to the Supplier's contract items, the Supplier shall compensate SCHOCK for the liquidated damages including the costs of legal defense. The costs of a possible recall are to be borne by the Supplier as well. SCHOCK shall notify the Supplier on any such recall, and provide the Supplier with an ample opportunity to cooperate if it be permitted by the urgency of the required action.

In cases where liability is determined by the cause, the right to a compensation of damages applies only if the Supplier or its sub-suppliers are responsible. If the cause of damage falls within the responsibility of Supplier or its sub-suppliers, it shall bear the burden of proof that it has not caused the damage. Supplier is obliged to upkeep a valid product liability insurance with a coverage of at least 1 million Euro per case for damages on health and property that shall include the territory in which the subject of contract is to be delivered or used. Any further claims for damage compensation against the Supplier remain unaffected. A copy of the policy shall be provided to SCHOCK upon request. SCHOCK shall inform the Supplier if claims of product liability relating to the contract item are made, and upon request SCHOCK shall avail the Supplier with photographs of the subject of the damage claim.

VI. Periods of limitation

Periods of limitation as stipulated by law shall apply.

VII. Infringements of Property

Rights Supplier shall be solely responsible that the supply and use of its products or services do not infringe patents, utility models or other property rights of third parties.

Supplier undertakes to indemnify and compensate SCHOCK as well as hold SCHOCK harmless against any claims of alleged infringements of such third-party rights.

VIII. Drawings and Documentation

Any drawings, documentation, plans, models, samples, exhibits or similar as SCHOCK may have provided to the Supplier remain the property of SCHOCK and shall be returned without delay to SCHOCK at no costs and withhout retention of copies thereof upon SCHOCK's request. These may not be used for purposes other than those dictated by SCHOCK or be made accessible to third parties. Products made following SCHOCK's drawings, documentation, plans, models, samples, exhibits and similar or SCHOCK's confidential information or by use of SCHOCK's tools or copies thereof shall not be offered, delivered or made accessible to third parties.

IX. Child Labour, Protection of Environment, Sustainability

Supplier warrants to comply with the relevant regulations for labor and environment protection and health and safety, and to strive towards diminishing its impact on humans and the environment. Schock puts a special emphasis on the zero-tolerance-policy towards every kind of illegal child labour. Any noncompliance thereto will lead to an immediate termination of the business relationship after one fruitless notice for remedy. Supplier shall follow the principle of the Global Compact Initiative of the UN (see www.unglobalcompact.org), especially the 10 principles of the Global Compact of the United Nations. Supplier warrants for its deliveries being traceable and to provide pertinent information to SCHOCK at request. For the protection of environment, nature and waters, Supplier shall limit the effects caused by Supplier's production, actions and services to the necessary minimum within its whole supply chain. Products from wood shall be certified according to FSC/PEFC or similar, or comply with the valid FSC or PEFC criteria for the specific country of origin individually. Supplier shall provide evidence and certificates thereof to SCHOCK at request.

X. Place of Delivery, Jurisdiction, Other Provisions

Place of delivery and performance is a location as given by SCHOCK. All provisions of these Conditions of Purchase that in their nature apply even after the completion of the supply relationship, especially those pertaining to warranty and confidentiality, remain unaffected by the completion of the supply relationship. Jurisdiction shall correspond with the registered office of Schock GmbH. However, SCHOCK shall be entitled to claim against Supplier also under its general place of jurisdiction. The law of the Federal Republic of Germany shall apply. The UN Sales Convention shall not apply. These Conditions of Purchase may be compiled in multiple languages, whereby the German version shall always prevail.

In case any of the provisions of these Conditions of Purchase or purchase orders thereunder is or become ineffective, the rest of the Conditions of Purchase or the purchase orders remain unaffected. For such cases, SCHOCK and Supplier agree to replace the provision with a stipulation providing a closest possible meaning to the ineffective provision. Same applies in cases of a provision become impossible to carry out or of a gap in Purchase Order.