General Terms and Conditions of Purchase of ACTEGA Foshan Co. Ltd.

(July 2024)

1. Field of application, Placing of Orders, Differing Conditions

1.1 These General Terms and Conditions of Purchase apply to the purchase of goods as well as services and work services.

1.2 These General Terms and Conditions of Purchase apply to natural or legal persons who, when entering into a legal transaction, act in the course of their commercial or independent professional activity. These General Terms and Conditions of Purchase also apply to all future orders. This also applies, if we do not explicitly refer to the application of these General Terms and Conditions of Purchase for future orders from our suppliers and contractors (hereinafter referred to as "Supplier"). They also apply in addition to special conditions agreed in individual cases. Different and ancillary agreements must be in writing.

1.3 Only orders placed by us in writing or in text form are binding. This also applies to later additional agreements, changes and/or amendments. The Supplier must confirm our order in writing within a reasonable period, in any case no later than two weeks after the order date. After this period, we are entitled to cancel our order.

1.4 Our General Terms and Conditions of Purchase apply exclusively; other general terms and conditions, in particular the Supplier's terms of sale, do not apply, even if we do not expressly contradict them unless we expressly agree to its applicability. Our General Terms and Conditions of Purchase shall also apply, if we unconditionally accept the delivery/performance of the Supplier, knowing that the terms of sale conflict with or deviate from our General Terms and Conditions of Purchase. Neither a failure of objection, nor the payment or acceptance of the goods constitute an acknowledgment of third-party terms and conditions.

2. Breach of Obligations

The statutory claims regarding breach of obligations shall apply unless agreed to the contrary or supplementary:

2.1. Delays

2.1.1 The agreed delivery dates and place of performance shall be binding. Unless explicitly agreed in writing, delivery periods shall commence on the date of order. In case of purchase contracts, compliance with the delivery dates and delivery periods shall be measured according to the receipt of the goods or, in case of service contracts, according to the rendering of the service and, in the case of contracts for work and services, according to the achievement of the success of the work at our premises or at the agreed place of delivery or performance.

2.1.2 To allow us to make and facilitate necessary organizational preparations (e.g. creation of storage capacities), the Supplier is not entitled to deviate, without our prior written consent, from the delivery/performance dates or other terms specified in the order. This also applies to early deliveries/performances or partial deliveries/performances. The criterion for compliance with the delivery/performance date is the proper transfer of the goods to a carrier that has been assigned to transport the goods.

2.1.3 Supplier shall inform us without delay including notification of reasons, if a (partial) delivery or service will or may be delayed or will or may not be fulfilled.

2.1.4 Notwithstanding any notification sent by the Supplier according to Section 2.1.3, if Supplier fails to make the delivery or service in a timely manner, we are entitled to assert any statutory claims. In particular, we are entitled, upon expiry of a reasonable extension as determined by us, to demand compensation instead of demanding performance of the contract and to withdraw – even only with regard to the part that has not been fulfilled – from the contract. If we demand compensation, the Supplier is entitled to prove that the Supplier did not culpably breach any duties. The previously mentioned extension is not necessary if we agreed on a fixed date.

2.2. Defective Deliveries/Performances

2.2.1. The Supplier promises to furnish its deliveries/services in accordance with the agreed specifications and to carry out a thorough function and quality check prior to delivery. The Supplier furthermore ensures that its deliveries/services comply with all applicable laws and any regulations of authorities, as well as the requirements of national standards and industry standards etc. The delivered goods shall be labelled in accordance with any existing statutory provisions. Prior to delivery, the Supplier undertakes to send all necessary product information in the most up-to-date form, in particular on composition and durability, e.g. safety data sheets, processing instructions, labelling regulations, assembly instructions, occupational health and safety measures and specifications. In the case of delivery of machines and equipment, the Supplier additionally assures that these comply in particular with all applicable legal and regulatory requirements.

2.2.2. If the Supplier provides services on our premises, he shall notify the coordinator named by us of the start and scope of the work and coordinate the procedure with the coordinator. In this context, the coordinator is authorized to issue instructions.

2.2.3. We inspect the goods at the place of destination as part of our business operations. Our incoming goods inspection is limited to obvious transport damage and identity and quantity checks. We are not obliged to make any further inspection, in particular we are not obliged to analyse the incoming goods in whatsoever manner. Our notifications of defects are considered timely if they are made within 8 working days after delivery. Payments do not mean a waiver of the right of complaint. We only accept rejected goods for the account and risk of the Supplier and store them in his name.

2.2.4. In the event of defective performance, the Supplier shall also be liable for damages incurred by us in the ordinary course of business prior to the processing of the goods due to undetected defects in the delivered goods. In this case, the Supplier shall indemnify us against claims for damages by third parties (including our customers) upon first request.

2.2.5. The Supplier guarantees that his deliveries/services and their contractual use do not infringe any patent rights, copyrights or other industrial property rights of third parties.

3. Damages and Indemnification for Third-Party Claims

3.1. Unless otherwise agreed, the Supplier’s liability shall be governed by the statutory provisions.

3.2. To the extent that the Supplier is responsible for a product damage, he shall be obliged to fully indemnify us against claims for damages by third parties (including reasonable legal prosecution and defense costs, expenses, fees, taxes, etc. as well as reasonable advance payments) upon first request, if the cause (in relation to us) is within his sphere of control and organization or due to any act or omission in the performance of or in connection with the obligations undertaken by the Supplier.

3.3. If third-party claims are lodged against us due to alleged infringement of intellectual property rights in respect of the deliveries/services furnished or due to alleged infringement of a reservation of title or other tangible entitlements to the goods(s) delivered or service(s) provided, the Supplier undertakes to hold us harmless from these third-party claims in this respect (including reasonable legal proceedings and defense costs, expenses, fees, taxes, and reasonable advance payments etc.).

4. Limitation Periods

Unless otherwise provided by the applicable laws, the limitation period for breaches of duty due to poor performance shall be 36 months from the date on which we know or should know the breach. If the Supplier has fraudulently concealed a defect, the limitation period shall be extended to 10 years after the first delivery of defective product to the consumer.

5. Transport/Packaging/Origin of Goods

5.1. Unless expressly agreed otherwise, the Supplier shall deliver the goods to the DDP destination (Incoterms 2020).

5.2. The Supplier shall, at its own expense and risk, take out a transport insurance by the usual route in the usual manner to the specified destination. Until delivery at the place of destination, the Supplier shall bear all risks of loss and/or damage to the goods and shall complete all formalities. The property and risk in the goods shall pass to us upon delivery and acceptance of the goods by us at the place of destination in accordance with these General Terms and Conditions and/or any Contract hereunder, without prejudice to any right of rejection which may accrue to us under such Contract.

5.3. The Supplier must take out transport insurance for the goods at his own expense, which entitles us to claim directly from the insurer and to provide us with the insurance policy or other proof of insurance coverage.

5.4. The Supplier has to bear all charges and expenses relating to the goods, as well as freight costs and all other costs arising from section 5.1 above, including loading and unloading costs at destination. The Supplier must also bear all costs arising from the above section 5.2.

5.5. We are also entitled to request the Supplier to provide free certificates of origin and quality relating to the goods.

5.6. Delivery items must be packed properly and environmentally friendly, delivered in appropriate and licensed containers and means of transport and according to our respective shipping instructions. In addition and for hazardous goods, the Supplier must also comply with the provisions of applicable laws, administrative regulations and rules, as well as the requirements of national standards and industry standards, including but not limited to the Regulation on the Safety Administration of Hazardous Chemicals.

6. Assignment and Set-Off

6.1. The rights and obligations from the contract shall only be transferred by any of the contracting parties upon prior consent of the other. This does not apply to the assignment of cash receivables. However, we are free to assign other claims of our affiliated companies. We will inform the Supplier accordingly.

6.2. Setting off counterclaims or the assertion of a right of retention by the Supplier shall only be permissible, if the Supplier’s claims are undisputed and due or have become final and legally binding.

7. Retention of Title

Since the ordered goods usually pass into our products as a result of treatment or processing and any retention of title thereby expires, all goods delivered to us must be free of such reservations and third-party rights (such as pledges, other creditors' rights based on the assignment of claims, the ownership-transfer of goods for security, or other forms of security for loans, the sale of claims, lease-purchases, conditional sales etc.). Therefore, we explicitly do not accept any Supplier’s retention of title.

8. Documents, Confidentiality and Data Protection

8.1. Models, tools, templates, drawings, documents etc. that we provide for the execution of an order remain our property and are to be treated confidential. They may not be made available to third parties for inspection or disposal, used for the production of goods for third parties, or reproduced without our prior approval. They shall be returned to us immediately after completion of the order.

8.2. The provision in section 8.1 applies accordingly to any other confidential information.

8.3. The confidentiality obligation pursuant to sections 8.1 and 8.2 shall be disclosed in a reasonable manner to all legal representatives, employees and other third parties who the Supplier uses to fulfill his obligations arising from our order.

8.4. The Supplier undertakes to comply with all applicable laws and regulations on data protection.

8.5. As far as we are processing personal data of the Supplier, the processing shall be governed by the provisions of our data protection declaration, available at https://www.altana.com/data-privacy-statement.html . Our data protection information can be viewed at:
https://www.altana.com/transparency.html .

9. Payment

9.1. Prices shall be fixed prices excluding value added tax. Unless otherwise expressly agreed in writing, offers, cost estimates and other price calculations made by the Supplier shall not be reimbursed by us.

9.2. Each order requires a separate invoice in duplicate, stating our order number. Payment shall only be effected to the Supplier specified in the order.

9.3. Payments made by us shall not be deemed as acceptance of the conditions, goods and services shown in the invoice. We expressly reserve the right to assert our rights due to services/deliveries not or not properly performed as well as the complaint of the invoice for other reasons.

10. Withdrawal from the Contract/Termination

We are entitled to terminate the contract for important reasons by withdrawal or termination. An important reason shall particularly exist, if

(i) the relationship of trust has been significantly disturbed due to circumstances occurring after the conclusion of the contract,

(ii) the financial situation of the Supplier has deteriorated significantly so that the performance of the contract is endangered or

(iii) other circumstances have occurred which make it unreasonable for us to continue the contract with the Supplier. A significant deterioration in the financial situation of the Supplier shall be deemed to have occurred in particular if we can justifiably assume, taking into account the interests of the Supplier, that the Supplier will not fulfil its contractual obligations or will not fulfil them on time. Any records, documents and plans prepared by the Supplier up to the time of termination or withdrawal must delivered to us immediately.

11. Force Majeure

We are entitled to withdraw from the contract in whole or in part, if any force majeure events, labor disputes, breakdowns through no fault of our own, civil commotions, measures of authorities or any other comparable inevitable events through no fault of our own occurred and if such an event continues for a material duration and if such an event results in a material reduction of our demand.

12. Further Obligations of the Supplier

12.1. The Supplier is obliged to manufacture any goods under the contract in compliance with any applicable laws and regulations on health and safety and on protection of employees and the environment. Subject to other obligations, Supplier will apply the guidelines of ALTANA’s Code of Conduct, which can be found on the following website: https://www.altana.com/company/corporate-guidelines-/-compliance-altana-ag.html (as amended from time to time) and which can be obtained by the Supplier free of charge.

12.2. The Supplier shall comply with our applicable safety regulations when entering our factory premises while fulfilling the contract.

12.3. The Supplier is aware that the export of certain goods by us - e.g. due to their type or their intended use or final destination - may be subject to approval. The Supplier must therefore meet all requirements of the national and international customs and foreign trade law applicable to us, including embargo regulations and export controls. The Supplier must provide us with all information and data, which we need to comply with the applicable foreign trade law for export and import as well as in the case of resale for re-export, in writing at the earliest possible date before the planned delivery.

12.4. The Supplier may only refer to an existing business relationship with us with our prior written consent, unless the reference is necessary to fulfil the contract.

12.5. The Supplier shall undertake to implement effective quality assurance measures and to use a quality assurance system in accordance with ISO 9000 ff. or equivalent. We shall have the right to inspect these measures on site at the Supplier.

12.6. The Supplier shall at its own risk and cost implement at its plant a safety stock for us upon our request.

12.7. The Supplier is obliged to keep spare parts for the goods delivered to us for a period of at least 15 years after delivery

13. Acceptance of Work Performance

13.1 All acceptances of work performances under the Chinese Civil Code as well as of other services shall be made in writing and using our acceptance report.

13.2 The acceptance does not take place through implied actions such as the use of the work; we must always expressly declare it. Other notional acceptances are excluded as well.

13.3 Also for work performance contracts, a formal acceptance according to the above Section 13.1 must take place as a prerequisite for payment.

14. Applicable Law

14.1 All disputes arising out of or in connection with these General Terms and Conditions and/or any Contract hereunder shall be finally settled under the Rules of Arbitration of China International Economic and Trade Arbitration Commission in accordance with the said Rules. The place of arbitration shall be Shanghai, China. The relevant language of the arbitration procedure is English.

14.2 These General Terms and Conditions and/or any Contract hereunder shall be governed by the laws of the People’s Republic of China (for the purpose of these General Terms and Conditions and/or any Contract hereunder, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.