General Terms And Conditions Of Purchase Of Materials And Services

SJJA 2018/06/25

1. General – Area of validity

1.1 All deliveries and services to companies in the UJET Group (hereinafter called "CUSTOMER" or “Ujet”) are based on these General Terms and Conditions of Purchase. They apply to all SUPPLIERS, sellers and other service providers (hereinafter referred to as "SUPPLIER").

1.2 These General Terms and Conditions of Purchase apply exclusively in their current version at the time of ordering, also for future orders of the CUSTOMER, without having to refer explicitly to their consideration. Conflicting terms or terms of the SUPPLIER deviating from these General Terms and Conditions of Purchase, are not recognized by the CUSTOMER, unless the CUSTOMER expressly agrees to the application of such terms in writing.

These General Terms and Conditions of Purchase also apply if the SUPPLIER starts the production of the ordered goods without reservation, in the knowledge that his own terms deviate from these General Terms and Conditions of Purchase.

2. Ordering and order confirmation

2.1 Supplies must be covered by a purchase order. This can either be a firm order (in the form of individual orders, limited or unlimited in time) or an open order (in the form of an order limited or unlimited in time). The order can be placed in written form by mail, by email or in any other electronic means agreed upon. The SUPPLIER shall accept the order by sending the acknowledgement of Purchase Order receipt.

2.2 Supply quantities specified in an open order are merely indicative and do not constitute a firm commitment on the part of the CUSTOMER. In this case, Supplies rather occur on the basis of call-off Supplies which state the Supply quantity and the Supply date. Call-off Supplies shall be binding on the SUPPLIER.

3. Specific obligations of the SUPPLIER

3.1 The SUPPLIER shall ensure that the Supplies to be delivered are produced in accordance with the health, safety and the environmental protection laws, regulations and standards and with the labor laws in force in each of the countries involved in their production. In particular, the SUPPLIER undertakes to comply with the regulations governing the prohibition of illegal employment and to provide, at the CUSTOMER’S first request, the documents required under legal and regulatory provisions which certify that the SUPPLIER’s employees are legally employed. In addition, the SUPPLIER will adopt in its business dealings the ethical rules set out in the United Nations Global Compact on human rights, labor standards, the environment and anti-corruption.

3.3 The SUPPLIER shall promptly respond to any request for information by the CUSTOMER concerning the Supplies and shall certify the origin and composition of the Supplies.

3.4 The SUPPLIER should be certified by ISO 9001 (the latest version ISO Standard) as a minimal requirement.) or the CUSTOMERS future Code of Business Ethics, this list being not exhaustive.

3.5 The SUPPLIER shall take all reasonable steps to fulfill the zero defect principle in the course of his performance.

3.6 The SUPPLIER allows CUSTOMER or its authorized representatives to perform audits of its facilities or the facilities of its sub-suppliers if any with reasonable notice.

3.7 The SUPPLIER shall not make any change to the Supplies without prior validation in accordance with the CUSTOMER’S procedures. This shall apply, in particular, to changes of materials, parts, components, processes (in particular, manufacturing processes) and the production site.

3.8 The delivery lead time indicated either in a firm order or in a delivery request under an open order must be strictly respected by the SUPPLIER once it has accepted the order. Should the SUPPLIER be prevented from delivering punctually for an extended period or should repeated Supply delays lead to an interruption of the supply chain or to third party claims or expenses, the CUSTOMER is entitled to extraordinarily terminate the order according to clause 15.2.

4. Prices, invoices and payment conditions

4.1 The prices shown in the CUSTOMER'S order are EX-WORKS according Incoterms 2010/7. The packaging costs are borne by the SUPPLIER. The SUPPLIER must pack the goods according the CUSTOMER’S Logistic Guideline. The CUSTOMER is responsible for the disposal of the packaging material.

4.2 An invoice to the CUSTOMER must contain the purchase order number and item numbers shown in the order. An invoice may not combine several orders. Not later than with the invoice, the SUPPLIER must present the agreed proof of origin, supporting documents, certificates and declarations to the CUSTOMER fully completed and signed. The same also applies to VAT certificates for deliveries or services abroad and intra-Community deliveries or services. The SUPPLIER is responsible for all consequences arising due to the non-compliance with these obligations, unless it can prove that it is not responsible for these consequences.

4.3 The CUSTOMER pays the agreed price from complete delivery and receipt of invoice within 30 calendar days less 2% discount, unless otherwise agreed in writing. The delivery is deemed to be complete when the full documentation has arrived at the CUSTOMER'S premises.

4.4 Payments of the CUSTOMER do not imply acknowledgement of the deliveries or services as provided in the contract.

4.5 The CUSTOMER can request a reduction in the agreed prices at any time, if and when the production costs of the Supplies, in particular the material costs, have decreased, or the agreed prices are not comparable to the ones of competitor suppliers.

In this case, the Parties undertake to renegotiate a new reduced price. If no agreement is reached in this regard within 30 business days from the date of the CUSTOMER’S change request, the CUSTOMER can determine a new appropriate price at its own discretion. Then the SUPPLIER should accept this new price in five (5) business days. If the proposed price is not accepted, then the CUSTOMER has the right to terminate the contract in a reasonable period of time.

5. Molds, tools and other equipment

5.1 Equipment (as for example but not limited to molds, tooling, machinery) that the SUPPLIER produces or has produced upon instructions and at the cost of the CUSTOMER, remains property of the CUSTOMER. If the CUSTOMER only bears part of the costs, it shall acquire corresponding joint ownership. It is agreed that the Equipment is stored for the CUSTOMER at no cost and properly. If Equipment is produced by third parties on the SUPPLIER’s instructions, the SUPPLIER undertakes to conclude corresponding agreements with the third parties which ensure the transfer of title to the CUSTOMER.

The SUPPLIER shall present corresponding agreements with third parties to the CUSTOMER.

5.2 Equipment solely owned by the CUSTOMER may only be used by the SUPPLIER for purposes of the order and may neither be made accessible to third parties nor pledged or used as security nor copied. This shall also apply to Equipment that was manufactured by the SUPPLIER upon instructions from the CUSTOMER or by using its specifications of which the CUSTOMER only has joint ownership.

5.3 CUSTOMER’S owned Equipment must be labelled with a clearly visible, firmly attached sign marked “Property of Ujet” or “Joint property of Ujet” at the SUPPLIER’s expense. All the Equipment mentioned in Clause 5.1 may not be changed without the CUSTOMER’S consent. The SUPPLIER shall prepare a list of the owned Equipment according to the CUSTOMER’S specifications and to keep it up-to-date, and allow Ujet to view this at any time during normal working hours.

5.4 The SUPPLIER undertakes to insure the Equipment wholly or jointly owned by the CUSTOMER against damage, loss etc. with adequate cover at replacement value. The SUPPLIER shall prove the existence of insurance cover to the CUSTOMER upon request at any time. The SUPPLIER assigns all compensation claims from this insurance to the CUSTOMER; the CUSTOMER herewith accepts this assignment.

The SUPPLIER undertakes to maintain and repair the Equipment wholly or jointly owned by the CUSTOMER at its own expenses in the event of material damage, loss, etc., as well as premature wear. The SUPPLIER is further obligated to inform the CUSTOMER punctually about the need to replace wholly or jointly owned Equipment as a result of normal wear.

5.5 If the order is terminated for any legal reason whatsoever, or if the SUPPLIER presumably will not be able to deliver for a not inconsiderable period of time, it shall return the wholly or jointly owned Equipment to the CUSTOMER upon first demand.

6. Packaging

6.1 Each packaging unit must be labelled according Ujet’s Logistic Guideline.

6.2 If the subject of the order including the packaging, preparations and/or products which fall under European legislation on chemical substances, the market access prerequisites and the marketability including any necessary registration and compliance with all obligations to provide information with regard to these substances, preparations and/or products are a prerequisite for a defect -free delivery. In this respect, the SUPPLIER can demand that the specific intended use is communicated so that it can fulfil its obligations to provide information. Unless otherwise indicated by the CUSTOMER in writing, the SUPPLIER must also send the CUSTOMER information together with the shipping documents which must be provided according to European legislation on chemical substances. This also applies explicitly to safety datasheets acc. to art. 31 para. 3 of the EGVO 1907/2006 (REACH), as well as hazardous substances in electrical equipment and electronic components acc. to EU Directive 2011/165/EU (RoHS Directive). They are an essential component of the purchased item.

7. Delivery

7.1 The delivery shall be effected to the indicated on purchase order place according to INCOTERMS, if no other place of receipt is agreed in the order.

7.2 The shipment must be reported to the CUSTOMER in advance. If the SUPPLIER fails to specify this information, then the arising delays in processing shall not be the responsibility of the CUSTOMER. It is imperative the packaging or delivery terms of the CUSTOMER which are made available by the CUSTOMER are observed.

7.3 The CUSTOMER reserves the right to refuse some or all of the delivery of Supplies, by means of an ordinary letter, fax or other electronic means, in the event of late delivery or in the event of non-compliance with the order.

Failure to issue any reservation or complaint upon acceptance of the delivery will constitute neither final acceptance of the Supplies delivered nor a waiver by the CUSTOMER of its right to seek subsequent redress owing to non-compliance with the order or apparent or hidden defects of the Supplies.

7.4 The period allowed for examination and sending notification of defect shall be at least 14 business days from receipt of the Supply.

For hidden defects not discovered during examination, proper notification should be sent at least 14 business days after the discovery of the defect. Should a longer period be appropriate in individual cases, such period shall apply.

In the case of a defect in a production run, the notice of defect for the entire batch is considered to be properly delivered when such notice of defect is sent after an accumulation of customer complaints. The CUSTOMER is entitled to limit the examination of the goods received to their identity and quantity as well as easily identifiable defects.

7.5 Supplies with reported defects are made available to the supplier in order to allow the supplier to check the nature of the complaint. Unless otherwise agreed by the Parties, this shall occur in the CUSTOMER’S plant where the Supply was assembled or processed. If within five (5) business days, the supplier does not object to the complaint or does not check the Supply or accepts the claim, the Supplier shall collect the Supply within eight additional business days, at his own cost and risk. Upon expiration of such time frame, the CUSTOMER is entitled to send the Supply back, at the Supplier’s expense and risk, or utilize it at the SUPPLIER’S expense and risk.

8. Material defects Warranty

8.1 As an expert in its field, the SUPPLIER is responsible for the development, design and characteristics (if not specified by the CUSTOMER) of the Supply, the production process and its respective technical choices. It guarantees, in particular, that at transfer of risk the Supplies: have the agreed characteristics and quality; are suitable for the contractually intended purpose; are otherwise suitable for general use and show a condition that is common to Supplies of the same kind and that the CUSTOMER can expect due to the type of Supply.

8.2 The SUPPLIER undertakes to provide the Supplies in compliance with the CUSTOMER’S production safety system and with the CUSTOMER’s quality assurance system in their versions valid at the time of the order.

8.3 The SUPPLIER must examine drawings, specifications, requirements and other data from the CUSTOMER for the execution of the order with regard to completeness, accuracy and suitability for the intended purpose.

Should there be any concerns in this regard, the SUPPLIER must inform the CUSTOMER of these in writing immediately.

8.4 Should the CUSTOMER examine and approve the SUPPLIER’s drawings, specifications, the production process or first samples as well as the Supplies or services before or in the course of executing

the order, such an examination shall only occur in the CUSTOMER’S own interest and does not release the SUPPLIER from its duty to provide Supplies and services free from defect.

8.5 Should the CUSTOMER requests remedy, the CUSTOMER is entitled to choose the remedy even in the case of service contracts. The expenses necessary for remedy purposes, which are borne by the SUPPLIER, shall also include examination and sorting costs, assembly and disassembly costs of the Supplies as well as the costs of incoming examination. Shall also be included the costs related to recall actions due to safety and environmental defects or any other customer service measure conducted by the CUSTOMER or its customer at its own discretion.

This shall also apply if the recall action or the customer service measure does not only cover defective Supplies, but also other Supplies from the defective supply period, and separating the defective Deliveries and non-defective Deliveries for the purpose of conducting the recall action or the customer service measure is not possible.

8.6 Claims are statute barred within at least 36 months unless longer periods are provided for by law or in other agreements. Should the CUSTOMER use the Supply in products (original parts or spare parts) intended for motor vehicles, then the following longer warranty periods shall apply: 36 months from first registration of the vehicle or from incorporating the spare part, no longer than 42 months from the date of delivery, unless Ujet agreed on a shorter or longer warranty period with the customer, which then applies.

The minimum warranty period stated in sentence 1 remains unaffected in all events. If the CUSTOMER makes notice of a defect, the limitation shall be suspended until one or the other Party refuses negotiations or their continuation. Should there be a batch defect the first notice of defect shall be sufficient to suspend the statute of limitation on all notifications of the batch defect.

8.7 If action is taken against the CUSTOMER under product liability based on domestic or foreign law, the SUPPLIER shall indemnify the CUSTOMER from all third party damage claims as far as it is responsible for the error that triggered the liability. In this context, the SUPPLIER is also obligated to reimburse those expenses incurred from or in connection with a recall action conducted by Ujet or its customer or other defect-removing or preventative measures taken at its discretion. In this respect, the SUPPLIER shall waive any defense of the statute of limitation towards Ujet unless Ujet on its side can invoke such statute of limitations.

9. Transfer of ownership and of risk - Insurance

9.1 If nothing different has been agreed upon in this regard, the risk, for purchase contracts is transferred to the CUSTOMER, EX WORKS, for service contracts upon approval.

9.2 Any retention of title on behalf of the SUPPLIER is excluded.

9.3 If the CUSTOMER has made an advance payment for the Supply, the title to the Supply or to the material used for it and to the semi-finished products is transferred to the CUSTOMER before Supply at the time the advance payment is made; if the advance payment is a part payment, then the CUSTOMER acquires pro-rated joint title. In this case, the SUPPLIER stores the Supply or materials and semi-finished products at no cost for the CUSTOMER and properly. The SUPPLIER undertakes to store the items that are partially or totally owned by the CUSTOMER separately from other items and to clearly mark them as CUSTOMER’s (joint) property and allow CUSTOMER to inspect these at any time during normal business hours.

9.4 The SUPPLIER undertakes to maintain product liability insurance with cover of € 10 million per personal injury and material damage and to provide evidence thereof to the CUSTOMER upon request; if the CUSTOMER is entitled to assert further claims for damages, then these claims shall remain unaffected thereby.

11. Industrial property rights

11.1 The SUPPLIER guarantees that no third-party rights are violated in connection with its delivery.

11.2 The indemnity obligation of the SUPPLIER relates to all expenses which arise inevitably from or in connection with the claim by a third party.

11.3 The statute of limitation is 36 months, calculated from the transfer of risk.

12. Confidentiality – Data processing

12.1 The CUSTOMER retains the intellectual property rights and copyrights to all images, drawings, calculations and other documents which are transferred to the SUPPLIER when ordering.

12.2 Together with all other confidential information, they must be treated in the strictest confidence vis-a-vis third parties. They must not be made accessible / disclosed to third parties without the express consent of the CUSTOMER, which requires the written form. They must only be used for the manufacture based on the CUSTOMER'S order; after the order is processed they must be returned to the CUSTOMER without any further request.

12.3 The duty of confidentiality also applies after execution of this contract; it expires only if and insofar as the production know-how contained in the transferred images, drawings, calculations and other documents become common knowledge.

12.4 All data which the SUPPLIER receives from the CUSTOMER during the course of the collaboration must be treated in the strictest confidence, in accordance with the EU-GDPR.

13. Sub-suppliers

13.1 The SUPPLIER has the right to hire Sub-suppliers. Upon request, the SUPPLIER shall disclose the hired Sub-suppliers to the CUSTOMER.

The SUPPLIER must, in principle, fulfil its duties towards the CUSTOMER via its own company and with its own employees. The involvement of subcontractors is only permitted with CUSTOMER’S consent.

Should the SUPPLIER be permitted to use a subcontractor, it shall remain solely responsible to the CUSTOMER for the execution of the order and the compliance with all specifications in the Contract Documents

13.2 The SUPPLIER is responsible for its supplier’s faults to the same extent as its own fault, and this also if and when the sub-supplier does not fulfil any of the SUPPLIER'S obligations owed to the CUSTOMER.

13.3 The CUSTOMER is entitled to assign or transfer, in full or in part, its own rights from the order to an affiliated company or to a company that takes over some or all of its activities.

14. Deadlines and missed deadlines

14.1 A delivery period specified in the CUSTOMER'S order is binding. The receipt of the delivery at the agreed place of receipt is decisive for the punctuality of a delivery.

14.2 In the event of delay in delivery, the CUSTOMER reserves the right to charge the SUPPLIER a contractual penalty no later than 10 working days after receiving the delayed delivery. The contractual penalty is 0.2% of the delivery value per calendar day, however no more than 5%. The contractual penalty is offset against any claim for compensation or damages. Further claims, particularly claims for performance, are not affected by the contractual penalty. In particular, the CUSTOMER is also entitled in the event of a delay in delivery to demand compensation for damages instead of the service and to rescind the contract following the unsuccessful expiry of a reasonable grace period.

15. Termination

15.1 Contractual termination for convenience.

The CUSTOMER can terminate an open order (in the form of a limited or unlimited order) or a firm order (in the form of a limited or unlimited order) at any time with six months’ notice as long as the remaining term of the order is not less than the notice period. During the notice period, the order must be fulfilled and executed by both Parties in accordance with agreements valid at the time of notice.

Should the SUPPLIER suffer a financial loss due to early termination of the order, such loss will be compensated based on specific agreements concluded by the Parties in the course of the respective order. Should no specific agreements exist, the Parties shall negotiate an appropriate compensation. The compensation for lost profits is excluded.The compensation can only be asserted within 30 days after receipt of notice of termination (cut-off period).

A firm order in the form of an individual one-time order cannot be terminated as of right.

The CUSTOMER’S right to contractually terminate a service contract as of right remains unaffected.

15.2 Termination for cause

Both Parties are entitled to terminate a contract for the performance of a continuing obligation for cause, without notice. If the cause is a breach of a contractual duty, termination is generally only permitted after an adequate period granted to remedy the situation remains remedied or after unsuccessful warning.

15.3 Consequences of termination

Prior to the expiry of the order and in the event that an open order is terminated, irrespective of the reason for termination, the SUPPLIER shall take measures and cooperate extensively and fairly to allow the CUSTOMER to ensure the continued performance of its obligations towards the CUSTOMER customers until production of the Supplies covered by the expired or terminated order resumes at an alternative SUPPLIER.

The SUPPLIER similarly undertakes to return at the CUSTOMER first request any Equipment, whether in the process of being produced or in service, and all documents

17. Force Majeure

Any delay in or failure to perform any obligation by either Party (other than for the payment of money) shall not constitute a breach of such obligation if and to the extent that such delay or failure is caused by any event or circumstances that is not within the reasonable control of the affected Party, including but not limited to any act of God, war, an act of terrorism, riot, civil commotion, strike, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, or storm, or any other causes whether or not of the same class or kind as those specifically above named which are not within the reasonable control of the affected Party.

18. Place of jurisdiction

Unless mandatory law provides otherwise, the place of jurisdiction is the head office of the CUSTOMER. However, the CUSTOMER is entitled to also file a suit at the head office of the SUPPLIER.

19. The laws of the Grand Duchy of Luxembourg apply to all mutual claims of the parties.