General Terms and Conditions of Purchase of the IFA Powertrain GmbH & Co. KG and the affiliated companies of the IFA Group with registered offices in Europe

1. Scope and Form

1.1 These General Terms and Conditions of Purchase (GTCP) shall apply to all business relationships of IFA Powertrain GmbH & Co KG and its affiliated companies of the IFA Group with registered offices in Europe (collectively or individually "IFA Group" or "Customer") with their business partners and suppliers ("Seller"). The GTPC shall only apply if the Seller is an entrepreneur (sec. 14 BGB (German Civil Code)), a legal entity under public law or a special fund under public law.

1.2 The GTPC shall apply in particular to agreements for the sale and/or delivery of movable goods ("Goods"), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (sections 433, 650 BGB). Unless otherwise agreed, the GTPC in the version valid at the time of the Buyer's order or, in any case, in the version last notified to the Buyer in text form shall also apply as a framework agreement for similar future agreements without us having to refer to them again in each individual case.

1.3 These GTCP shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall only become part of the agreement if and to the extent that the Customer has expressly consented to their application in writing. This requirement of consent shall apply in any case, for example even if the Customer, being aware of the Seller's General Terms and Conditions, accepts the Seller's deliveries without reservation.

1.4 Individual agreements made with the Seller in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTPC. For the content of such agreements, subject to proof to the contrary, a written agreement or the written confirmation of the Customer shall be authoritative.

1.5 Legally relevant declarations and notifications by the Seller with regard to the agreement (e.g. setting of deadlines, reminders, withdrawal) shall be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, shall remain unaffected.

1.6 References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTPC.

2. Conclusion of Agreement

2.1 The order of the Customer shall be deemed binding at the earliest upon written submission or confirmation. The Seller shall point out obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documents to the Customer for the purpose of correction or completion before acceptance; otherwise the agreement shall be deemed not concluded.

2.2 The Seller shall be obliged to confirm the Customer's order in writing within a period of five (5) working days, stating the binding delivery date and price as well as all other order data, or to execute it without reservation, in particular by dispatching the goods (acceptance). Late acceptance shall be deemed a new offer and shall require written acceptance by the Customer.

3. Delivery time and Delay

3.1 The delivery time specified by the Customer in the order shall be binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be four (4) weeks from the conclusion of the agreement. The Seller shall be obliged to notify the Customer in writing without undue delay if (i) the ordered goods are ready for dispatch at the Seller's premises (Section 4.3) and (ii) the Seller is unlikely to be able to meet agreed delivery times, for whatever reason.

3.2 If the Seller fails to perform or fails to perform within the agreed delivery period or is in default, the rights of the Customer - in particular to withdrawal and damages - shall be determined in accordance with the statutory provisions. The provisions in Section 3.3 shall remain unaffected.

3.3 If the Seller is in default with the delivery, the Customer may - in addition to further statutory claims - demand lump-sum compensation for our default damage in the amount of 1% of the net price per completed calendar week, but in total not more than 5% of the net price of the goods delivered late. The Customer reserves the right to prove that a higher damage has occurred. The Seller reserves the right to prove that no damage at all or only a significantly lower damage has been incurred.

4. Performance, Delivery, Transfer of Risk and Default of Acceptance

4.1 The Seller shall not be entitled to have the performance owed by it rendered by third parties (e.g. subcontractors) without our prior written consent. The Seller shall bear the procurement risk for its services unless otherwise agreed in individual cases (e.g. limitation to stock).

4.2 Delivery shall be made "free domicile" within Germany to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to the Customer's place of business. The respective place of destination shall also be the place of performance for the delivery and any subsequent performance (obligation to deliver). Downtimes during delivery may only be claimed separately by the Seller if they were caused intentionally or by gross negligence by the Customer or its vicarious agents.

4.3 The delivery shall be accompanied by a delivery bill stating the date (issue and dispatch), the content of the delivery (article number and quantity) and the order ID of the Customer (date and number). If the delivery bill is missing or incomplete, the Customer shall not be responsible for any delays in processing and payment resulting therefrom. Separately from the delivery bill, the Customer shall be sent a corresponding dispatch note with the same content in accordance with Section 3.1.

4.4 The Seller shall be obliged to use only undamaged, exchangeable Euro pallets (DBNorm) when delivering the goods on pallets, unless otherwise agreed. If the Customer notices any damage to the pallet when reselling/processing the delivered goods, it shall notify the Seller thereof within seven (7) working days from the date of detection and the Customer shall be entitled to charge the same to the Seller at the replacement value.

4.5 The risk of accidental loss and accidental deterioration of the item shall pass to the Customer upon handover at the place of performance. Insofar as an acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. The handover or acceptance shall be the same if the Customer is in default of acceptance.

4.6 The statutory provisions shall apply to the occurrence of default in acceptance by the Customer. However, the Seller shall also expressly offer its performance to the Customer if a specific or determinable calendar time has been agreed for an action or cooperation of the Customer (e.g. provision of material). If the Customer is in default of acceptance, the Seller may demand compensation for its additional expenses in accordance with the statutory provisions (sec. 304 BGB). If the agreement relates to a non-representable item to be manufactured by the Seller (individual production), the Seller shall only be entitled to further rights if the Customer undertakes to cooperate and is responsible for the failure to cooperate.

5. Prices, Terms of Payment and Assignment

5.1 The net price stated in the order shall be binding. An increase in material and raw material prices, wages and salaries, manufacturing and transport costs and other price elements between the conclusion of the agreement and the execution of the delivery shall not entitle the Seller to change the price.

5.2 Unless otherwise agreed in the individual case, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including transport and liability insurance).

5.3 The agreed price shall be due for payment within 60 days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If the Customer makes payment within 14 calendar days, the Seller shall grant a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made in due time if the Customer's transfer order is received by its bank before expiry of the payment deadline; the Customer shall not be responsible for any delays caused by the banks involved in the payment process.

5.4 The Customer shall not owe any interest on the due date. The statutory provisions shall apply to default in payment.

5.5 The Customer shall be entitled to rights of set-off and retention as well as the defense of non-performance of the agreement to the extent provided by law. In particular, the Customer shall be entitled to withhold payments due as long as it still has claims against the Seller arising from incomplete or defective performance.

5.6 The Seller shall have a right of set-off or retention only in respect of counterclaims which have become res judicata or are undisputed.

5.7 An assignment of the Seller's claims against the Customer to a third party shall only be effective with the prior written consent of the Customer.

6. Confidentiality, Inspection Obligation, Retention of Title, Quality Inspection and Documentation

6.1 The Customer reserves the property rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to the Customer after completion of the agreement. The documents shall be kept secret from third parties by the Seller, even after termination of the agreement. The obligation to maintain secrecy shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. 

6.2 The drawings, plans and static calculations submitted by the IFA Group for the performance of the contractual service shall be checked by the Seller without delay. Insofar as execution documents are missing or there are doubts about their correctness, it shall inform the Customer thereof without delay.

6.3 The above provision shall apply mutatis mutandis to substances and materials (e.g. software, finished and semi-finished products) as well as to templates, samples and other items provided to the Seller by the IFA Group for manufacturing purposes. Such items shall - as long as they are not processed - be stored separately at the Seller's expense and insured to a reasonable extent against destruction and loss.

6.4 The transfer of ownership of the goods to the Customer shall be unconditional and without regard to the payment of the price. If, however, in an individual case the Customer accepts an offer of the Seller for transfer of title conditional on payment of the purchase price, the Seller's retention of title shall expire at the latest upon payment of the purchase price for the goods delivered. The Customer shall remain authorized to resell the goods in the ordinary course of business even prior to payment of the purchase price with advance assignment of the claim arising therefrom (alternatively, the simple retention of title extended to the resale shall apply). In any case, all other forms of retention of title shall be excluded, in particular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.

6.5 The Seller shall be obliged, insofar as applicable to the production of its goods, to comply with the specifications of the VDA publication "Volume 2 Assurance of the Quality of Deliveries- Contractor Selection /Production Process and Product Release PPF (Band 2 Sicherung der Qualität von Lieferungen- Auftragnehmerauswahl /Produktionsprozess– und Produktfreigabe PPF)". The quality inspection during the production of the goods shall be carried out in compliance with the specifications of the VDA publication "Volume 5 Test Process Suitability, Suitability of Measurement Systems, Measurement and Test Processes, Extended Measurement Uncertainty, Conformity Assessment (Band 5 Prüfprozesseignung, Eignung von Messsystemen, Mess- und Prüfprozessen, Erweiterte Messunsicherheit, Konformitätsbewertung)". The documentation of the product characteristics as well as the results of the quality tests must be carried out in accordance with the provisions in the VDA publication "Volume 1 Documentation and Archiving Guide for the Documentation and Archiving of Quality Requirements (Band 1 Dokumentation und Archivierung-Leitfaden zur Dokumentation und Archivierung von Qualitätsanforderungen)" as well as the VDA publication "Process Description of Special Characteristics (BM)” (Prozessbeschreibung besondere Merkmale (BM)).

7. Defective Delivery, Serial Defect

7.1 The statutory provisions shall apply to the rights of the Customer in the event of material defects and defects of title of the goods (including wrong delivery and short delivery as well as improper assembly, defective assembly, operating or user instructions) and in the event of other breaches of duty by the Seller, unless otherwise stipulated below.

7.2 In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed and customary quality at the time of transfer of risk to the Customer and that they are suitable for the use assumed under the agreement. In any case, those product descriptions which - in particular by designation or reference in the order of the Customer – shall be the subject matter of the respective agreement or have been included in the agreement in the same way as these GTPC shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from the Customer, the Seller or the Manufacturer.

7.3 The Customer shall not be obliged to inspect the goods or to make special inquiries about any defects upon conclusion of the agreement. In partial deviation from Section 442 (1) sentence 2 BGB, the Customer shall therefore also be entitled without restriction to claims for defects if the defect remained unknown to it at the time of conclusion of the agreement due to gross negligence.

7.4 The statutory provisions (sections 377, 381 HGB (German Commercial Code)) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: the Customer's obligation to inspect shall be limited to defects which become apparent during its incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong and short delivery) or which are recognizable during its quality control in the random sampling procedure. Insofar as acceptance has been agreed, there shall be no obligation to inspect. Otherwise, it shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The Customer's obligation to give notice of defects discovered later shall remain unaffected. Notwithstanding its duty to examine, a complaint (notice of defect) by the Customer shall be deemed to have been made without undue delay and in good time if it is sent within seven (7) working days of discovery or, in the case of obvious defects, of delivery.

7.5 Serial defects are defects in which materials, components, subsystems or the entire goods have a defect frequency that is markedly outside the usually expected values or the values specified by the Seller. A serial defect exists in particular if the number of rejected goods exceeds 1% of the respective delivered consignment. In this case, the Seller shall submit a corrective action plan and shall implement it at its own expense. This plan shall contain measures which compensate for the behavior of other components of this series which shall be expected due to the similarity of the serial defects which have occurred. In the event of a serial defect, Customer may demand the replacement of all goods of this series from Seller and at Seller's expense. If the goods of the Seller are installed in another product in this case, the Customer shall also be entitled to recall all products of the series in which the goods with the serial defect were installed. In this case, the Seller shall reimburse the Buyer for all costs and expenses incurred in connection with the recall of the goods and products upon the Customer's first request. The same shall apply in the event of a recall of the products of the series in which the goods with the series defect were installed by the Customer of the IFA Group. Further or other legal claims shall remain unaffected.

7.6 Subsequent performance shall also include the removal of the defective goods and their re-installation, provided that the goods have been installed in another item or attached to another item in accordance with their nature and intended use; the Customer's statutory claim to reimbursement of corresponding expenses shall remain unaffected. The expenses necessary for the purpose of inspection and subsequent performance shall be borne by the Seller even if it turns out that there was actually no defect. The Customer's liability for damages in the event of an unjustified request for rectification of defects shall remain unaffected; in this respect, however, the Customer shall only be liable if it recognized or was grossly negligent in not recognizing that there was no defect.

7.7 Without prejudice to the statutory rights of the Customer and the provisions in Section 7.5, the following shall apply: If the Seller fails to meet its obligation of subsequent performance - at the Customer's option by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by the Customer, the Customer may remedy the defect itself and demand reimbursement from the Seller of the expenses required for this purpose or a corresponding advance payment. If the subsequent performance by the Seller has failed or is unreasonable for the Customer (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; the Customer shall inform the Seller of such circumstances immediately, if possible in advance, by e-mail.

7.8 Otherwise, in the event of a material defect or defect of title, the Customer shall be entitled to reduce the purchase price or to withdraw from the agreement in accordance with the statutory provisions. In addition, it shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

8. Third-Party Rights, Property Rights

8.1 The Seller  shall ensure that the goods as well as the manufacturing process do not infringe any third party rights (in particular patent rights, utility model rights, copyrights, design rights, trademark rights or other intellectual property rights).

8.2 The Seller shall be liable to the IFA Group for expenses and damages (including legal costs) arising from the infringement of third party rights and shall indemnify the IFA Group against all claims of third parties arising from the use of such rights which they assert against the IFA Group.

8.3 However, the Seller shall only be liable for claims arising from the infringement of registered property rights and applications for property rights (property rights) in the event of contractual use of the goods if at least one of the property rights family has been published either in the Seller's home country, by the World Intellectual Property Organization (WIPO), by the European Patent Office (EPO) or in one of the states of the Federal Republic of Germany, France, Great Britain, Austria, USA, Japan or China.

8.4 The Seller's liability and indemnification obligation under this Section 8 shall not apply if the Seller has manufactured the goods according to detailed drawings or models provided by the IFA Group and could not have recognized that this would infringe property rights.

8.5 The IFA Group and the Seller shall be obliged to inform each other immediately of any infringement risks and alleged infringement cases that become known and to support each other free of charge in every reasonable way (e.g. in investigation, analysis, document evaluation) to defend against possible claims.

9. Supplier Recourse

9.1 The statutory recourse claims of the Customer within a supply chain (supplier recourse pursuant to sections 445a, 445b, 445c BGB) shall be available to it without restriction in addition to the claims for defects. In particular, it shall be entitled to demand exactly the type of subsequent performance (repair or replacement) from the Seller which it owes to its customer in the individual case. The statutory right of choice of the customer (sec. 439 para. 1 BGB) shall not be restricted hereby.

9.2 Before the Customer acknowledges or fulfills a claim for defects asserted by its customer (including reimbursement of expenses pursuant to sections 445a (1), 439 (2) and (3) BGB), it shall notify the Seller and request a written statement, briefly setting out the facts. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by the Customer shall be deemed to be owed to its customer. In this case, the Seller shall be responsible for proving the contrary.

9.3 The Customer's claims under supplier's recourse shall also apply if the defective goods have been further processed by it or another entrepreneur, e.g. by incorporation into another product.

10. Producer Liability

10.1 If the Seller is responsible for a product damage, it shall indemnify the IFA Group against claims of third parties to the extent that the cause lies within its sphere of control and organization and it itself is liable in relation to third parties.

10.2 Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to sections 683, 670 BGB arising from or in connection with a third party claim including recall actions carried out by the IFA Group. The IFA Group shall inform the Seller about the content and scope of recall measures - as far as possible and reasonable - and give it the opportunity to comment. Further legal claims shall remain unaffected.

10.3 The Seller shall undertake to maintain a business and extended product liability insurance including recall costs insurance in an appropriate amount. If the IFA Group is entitled to further claims for damages beyond the insurance coverage, these shall remain unaffected. Upon first request of the IFA Group, the Supplier shall be obliged to hand over the insurance policy and its confirmation of insurance.

10.4 Insofar as authorities responsible for motor vehicle safety, exhaust gas regulations or the like demand insight into the production process and the test documents of the Customer for the purpose of verifying certain requirements, the Seller shall be obligated to grant the authorities the same rights in its plant and to provide all reasonable assistance in this regard.

11. Limitation Period

11.1 The mutual claims of the Contractual Parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.

11.2 The limitation period for claims for defects shall be three (3) years from the transfer of risk, in derogation of sec. 438 (1) No. 3 BGB. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance. The limitation period of three (3) years shall apply mutatis mutandis to claims arising from defects in title, whereby the statutory limitation period for claims in rem of third parties for surrender of possession (sec. 438 (1) No. 1 BGB) shall remain unaffected; in addition, claims arising from defects in title shall in no case become time-barred as long as the third party can still assert the right - in particular in the absence of a limitation period - against the Customer.

11.3 The limitation periods of the law on sales including the above extension shall apply - to the extent provided by law - to all contractual claims for defects. Insofar as the Customer is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (sections 195, 199 BGB) shall apply for this, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

11.4 The limitation period for defect claims shall be 48 months from the date of first registration of the vehicle for goods which are installed by customers of the IFA Group in vehicles distributed in the USA, Puerto Rico or Canada in accordance with the longer warranty periods vis-à-vis the end customers in deviation from Sections 11.2 and 11.3. For spare parts distributed in the USA, Puerto Rico or Canada, the aforementioned limitation period shall apply accordingly from the date of installation of the spare parts. However, the claims shall expire at the latest 60 months after delivery to the IFA Group.

12. Applicable Law and Place of Jurisdiction

12.1 These GTPC and the contractual relationship between us and the Seller shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

12.2 If the Seller is a businessman within the meaning of the BGB, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship, the registered office of the IFA Group. However, the IFA Group shall be entitled to bring an action before any other competent court. The same shall apply if the Seller is an entrepreneur within the meaning of sec. 14 BGB. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

13. General Provisions and Compliance

13.1 The Seller shall undertake to comply with the SAQ 4.0 - Automotive Industry Guidelines.

13.2 The Seller shall be obliged to draw up a code of conduct, to introduce it in its company and to ensure compliance with it. The Seller shall further be obliged not to commit any acts or to refrain from any acts which may lead to criminal liability due to fraud or breach of trust, insolvency offenses, offenses against competition, granting of advantages, acceptance of advantages, bribery, corruption or comparable offenses of persons employed by the Seller or other third parties. The Seller shall have a corporate ethics policy which includes at least the aforementioned topics of corruption, extortion, bribery, data protection, fair competition, antitrust law and conflicts of interest, and on which employees are regularly trained. In the event of a violation of the above, the IFA Group shall be entitled to rescind or terminate all existing legal transactions with the Seller without notice and to break off all negotiations. Notwithstanding the aforementioned, the Seller shall be obliged to comply with all laws and regulations applicable to it as well as the business relationship with the IFA Group.

13.3 The Seller shall be obliged to inform IFA Group if the provided goods (including software and technology) are covered by export control goods lists (e.g. Common Military List, Annex I of the EC Dual-Use Regulation 428/2009, US Commerce Control List) according to German, EU or US export control law as well as the national export control law of the country of origin. If the goods provided constitute "US goods" within the meaning of US export control law (= items subject to the EAR or subject to the ITAR), Seller shall inform Customer thereof. If the provided goods contain U.S. portions, the Party shall also be obliged to notify the value (usual purchase price or current market price) of the U.S. portion in total as well as the applicable export control classification (ECCN XXXXX or EAR99), provided that this information is available to the Seller. In order to fulfill the aforementioned notification obligations, the Seller shall notify the Customer of the relevant export list numbers (e.g. position of the German export list or Annex I of the EC Dual-Use Regulation 428/2009, Export Control Classification Number [ECCN], U.S, Munitions List [USML], etc.) and, if applicable, the value of corresponding U.S. portions in the goods of the relevant goods positions, stating the IFA Group part number (if available). In addition, the Seller shall be obliged to inform the IFA Group immediately of any changes in connection with export control relevant data of delivered goods.

13.4 The Seller shall undertake to comply with the respective statutory regulations on the treatment of employees, environmental protection and occupational safety and to work to reduce adverse effects on people and the environment as far as possible in its activities. For this purpose, the Seller shall establish and further develop an environmental management system (e.g. in accordance with DIN ISO 14001 and/or Regulation (EC) No. 1221/2009 of the European Parliament and of the Council (EMAS)) within the scope of its possibilities. The Seller shall be obliged to draw up a guideline on environmental protection, which shall at least cover the topics of greenhouse gas emissions, energy efficiency and renewable energies (e.g. in accordance with DIN ISO 50001) as well as management of natural resources and waste avoidance, to implement it in its company, inter alia by training its employees, and to ensure compliance with it.

13.5 Furthermore, the Seller shall observe the recommendations and conventions of the International Labor Organization (ILO) and the principles of the UN Global Compact Initiative. These essentially concern

- the protection of international human rights: The Seller shall undertake, insofar as it supplies products or provides services in whose value chain potentially negative impacts on human rights are to be feared, to establish processes in its company for human rights due diligence (e.g. risk management system) and, on the basis of this, to take systematic and appropriate due diligence measures in connection with human rights. The requirements of the UN Guiding Principles on Business and Human Rights (hereinafter referred to as the "UN Guiding Principles") and the relevant OECD Guidelines and Principles shall be authoritative in this regard. In accordance with the UN Guiding Principles, the Seller shall shape the appropriateness and scope of these measures according to the size and turnover of its company, the type of product or service and the origin of the product or service and the raw materials it contains, and in particular according to the associated risks.

Seller shall inform IFA Group without being asked about identified risks and/or migrating measures and shall also provide IFA Group with documentation of its due diligence measures upon request.

The Customer shall be entitled to control the human rights due diligence processes established by the Seller, the processes for creating transparency as well as the human rights due diligence measures taken by the Party and to have them controlled or audited by a third party commissioned by the Customer. IFA Group may use the information and findings from these controls, audits and measures to fulfill legal obligations, such as those under reporting requirements;

- the right to free choice of employment; freedom of association, right to collective bargaining: the Seller shall not force or employ anyone to work against their will. Employees must have the freedom to terminate the employment relationship with reasonable notice. Employees shall not be required to surrender their identification, passport or work permit as a condition precedent to employment. The Seller shall in particular comply with the requirements of ILO Convention No. 29. The Seller shall oblige its suppliers and their subcontractors accordingly and shall carry out control measures in this respect.

Workers must be able to communicate openly with management about working conditions without fear of reprisal in any form. They must have the right, but not the obligation, to join together, to join a trade union, to appoint a representative and to be elected to such a union. ILO Conventions 87 and 98 shall be decisive in this respect,

- the exclusion of discrimination and child labor: the Seller shall not discriminate against any of its employees in any form. This shall in particular apply to discrimination based on gender, race, caste, skin color, disability, trade union membership, political conviction, origin, religion, age, pregnancy or sexual orientation. The Seller shall be obliged to take measures to avoid discrimination in the sense of ILO Conventions No. 111 and 100.

The Seller shall warrant on behalf of its company that the production or processing of the delivery items is or has been carried out without exploitative child labor within the meaning of ILO Convention No. 182 and without violations of obligations arising from the implementation of this Convention or from other applicable national or international regulations to combat exploitative child labor. Furthermore, the Seller shall warrant that its company, its suppliers and their subcontractors have taken active and targeted measures to exclude exploitative child labor within the meaning of ILO Convention No. 182 in the manufacture or processing of the products to be delivered. The Seller shall oblige its sub-suppliers and their subcontractors accordingly and shall carry out control measures in this respect. In case of existing suspicions regarding a possible non-compliance with these standards in the supply chain, the Seller shall be obliged to investigate these and to inform the IFA Group thereof. The IFA Group reserves the right to verify the content of this assurance;

- compliance with the basic principles on minimum wages, overtime and legally required social benefits: the Seller shall be responsible for ensuring compensation and social benefits in accordance with the basic principles on minimum wages, overtime and legally required social benefits. Working hours shall comply with applicable laws, industry standards or relevant ILO conventions. Overtime should only be required to be worked voluntarily and employees must be granted at least one day off after 6 consecutive working days.

Further information on the UN Global Compact

Initiative is available at www.unglobalcompact.org.

The Seller shall undertake to draw up a policy on working conditions and human rights covering at least the topics of child labor and young workers, wages and benefits, working hours, modern slavery (i.e. slavery, forced labor and human trafficking), freedom of association and collective bargaining, as well as harassment and non-discrimination, to implement it in its company, inter alia through employee training, and to ensure compliance with it.

13.6 The Seller shall pass on the contents of the above sustainability standards to its suppliers, commit them accordingly and verify compliance with the sustainability standards in the supply chain.

13.7 If one of the Contractual Parties ceases to make payments or if insolvency proceedings are instituted against its assets or out-of-court composition proceedings are applied for, the other Party shall be entitled to withdraw from the part of the agreement that has not been fulfilled.

13.8 Should any provision of these terms and conditions and the further agreements made be or become invalid, this shall not affect the validity of the remainder of the agreement. The Contractual Parties shall be obliged to replace the invalid provision with a provision that comes as close as possible to it in terms of economic success.

status: 05/2022

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