1. Applicability

1.1 The present General Conditions of Purchase ("GCP") shall govern any order for products ("Products") or services ("Services") placed by DKSH GmbH ("DKSH") ("Order"). Together with the terms of such Order, these GCP constitute the entire agreement between DKSH and the Supplier, as defined below, relating to the respective Order. "Supplier" refers to any person or entity meeting the criteria of an entrepreneur under Section 14 of the German Civil Code (BGB) and entering into an agreement with DKSH for the supply of Products or provision of Services to DKSH.

1.2 DKSH reserves the right to update and/or amend these GCP. Upon notifying the Supplier of such updates or amendments or by sending the Supplier the revised GCP, the updated terms shall automatically apply, whichever occurs first.

1.3 Any other conditions, including the Supplier’s general terms and conditions of sale or any other document issued by the Supplier, are explicitly rejected and do not apply unless DKSH accepts them in writing. The acceptance of Product delivery or Service provision, without explicit rejection of conflicting conditions, does not imply DKSH's recognition or consent to such conflicting conditions.

2. Order and offer

2.1 Every Order issued by DKSH shall be deemed an offer to conclude a contract. The Supplier shall accept and confirm this offer in writing within eight (8) days, providing a binding declaration that includes the object and quantity to be supplied, the place of delivery, and the price. Any subsequent oral agreements shall be confirmed in writing. If the Supplier fails to provide written confirmation within the specified time period, it shall be assumed that the Order has not been accepted. A confirmation received by DKSH after this time period shall be considered a new offer, necessitating DKSH's explicit acceptance.

2.2 The delivery of any Products or provision of Services ordered by DKSH, or any other conduct by the Supplier that reasonably implies acceptance of a contract related to the subject matter herein, shall, if made within the aforementioned period, constitute implicit acceptance by the Supplier of DKSH’s Order and these GCP.

3. Product packaging, classification and labelling

3.1 The Supplier warrants that all Products are classified, packed, and labeled:

(i) in accordance with applicable laws and regulations, particularly, but not limited to, any laws and regulations regarding dangerous substances, and

(ii) in accordance with any instructions from DKSH as stipulated in the Order.

However, if such instructions are not in compliance with applicable laws and regulations, the latter shall take precedence over such instructions. In such cases, the Supplier shall promptly notify DKSH of the non-compliance of instructions with applicable laws and regulations.

3.2 Furthermore, the Supplier warrants that the Products are packed in a manner ensuring safe and undamaged delivery.

3.3 DKSH reserves the right to return the packing material or dispose of it at the Supplier’s expense.

4. Supply and delivery

4.1 The Supplier shall deliver the Products to the address stated in the Order with the highest standards of diligence and skill. Deliveries shall adhere to the Incoterms (and/or other specified delivery terms) as stated in the Order. In the absence of specified Incoterms or other delivery terms, the Supplier shall choose the transportation method most favorable to DKSH in terms of cost, duration, and efficiency.

4.2 The Supplier must include the following data in the transport documents: delivery address, Order number and date, place of delivery, and, if applicable, the name of the recipient, material designation, and number communicated by DKSH.

4.3 All individual packages weighing 1 ton or more shall bear a clearly visible, indelible statement of unit weight.

4.4 Quantities of delivered Products shall exactly correspond to the quantities stated in the Order. If the delivered quantity is below or above the agreed quantity, DKSH reserves the right to reject the delivery. Any rejected Products shall be returned to the Supplier at the Supplier’s risk and expense. If DKSH accepts a delivery with a quantity deviating from the agreed quantity, the price for the Products shall be adjusted on a pro-rata basis.

4.5 The Supplier is only entitled to make partial deliveries or provide partial Services with the written approval of DKSH.

5. Essential data relating to deliveries

Prior to delivery, the Supplier shall timely provide DKSH with (copies of) all relevant licenses, documents, information, specifications, and instructions necessary for the safe and proper transport, use, treatment, processing, and storage of the Products. Additionally, the Supplier shall furnish all customary certificates of analysis/conformity. This includes, but is not limited to, documentation on the composition and stability of the Products, safety data sheets, processing instructions, and workplace safety precautions. Any modifications or updates to these documents shall also be promptly communicated to DKSH.

6. Delivery date and delay

6.1 The agreed-upon delivery date shall be binding. The Supplier shall promptly notify DKSH in writing of any actual or anticipated delays to the agreed delivery date.

6.2 The Supplier shall indemnify DKSH for all damages and losses resulting from the delay in delivery, unless the Supplier can demonstrate that the delay was not due to its default. Acceptance by DKSH of a late delivery shall not be construed as a waiver of its right to claim damages for the delayed delivery. DKSH reserves the right to seek compensation for additional damages or pursue other legal actions as allowed by applicable law.

7. Prices

Unless otherwise agreed between DKSH and the Supplier, all prices shall be fixed and firm (indicated in Euro) and shall include all costs incurred by the Supplier, as well as any applicable taxes, customs, and other duty charges that may apply to the respective Products/Services.

8. Invoicing and payment terms

8.1 Unless otherwise agreed, DKSH will settle all invoices net within sixty (60) days of receipt, directing payment to the account specified in the Order. All invoices shall include the Order number, material identification number, and separately specify statutory taxes.

8.2 The settlement of an invoice by DKSH shall in no way be construed as a waiver of any warranty rights related to the Products delivered or Services performed by the Supplier.

9. Notification of defects

Notification of defects concerning a delivery shall be considered timely if DKSH notifies the Supplier within two (2) weeks of the delivery date for apparent defects or within two (2) weeks of the discovery date for hidden or latent defects.

10. Warranty

10.1 The Supplier warrants that the Products and Services:

(i) meet the agreed specifications,

(ii) are suitable for the intended purpose, and

(iii) are and will remain free from any defects in material, design, manufacture, workmanship, and title for a warranty period corresponding to the shelf life as indicated on the respective Product or, if no shelf life is applicable, for a warranty period of 2 (two) years from delivery/provision of the Products/Services when used in accordance with the Supplier's instructions and for the purpose for which they are made (the “Warranty Period”).

10.2 The Warranty Period shall be extended by any period(s) during which the Products could not be used by DKSH or its customer due to the Supplier’s breach of any of the warranties set forth hereunder.

10.3 During the Warranty Period, at DKSH’s option and at the Supplier’s expense (including but not limited to all cost of transportation, customs and other import duties), the Supplier shall rectify any defects of the Products/Services, replace the Products/reperform the Services, accept the return of the Products and/or refund the amount paid by DKSH (in excess) for the defective or nonconforming Products and Services.

10.4 In urgent cases or if the Supplier is in default with performance of its obligations, DSKH shall be entitled, at the Supplier’s expense, to either remedy the defect(s) itself or to have it/them remedied by a third party.

10.5 The foregoing remedies are in addition to any other rights DKSH may have according to the applicable law.

11. Product liability

Product liability shall be borne by the Supplier. The Supplier shall defend, indemnify and hold DKSH harmless from and against all claims, damages, losses, liabilities, costs and expenses (including but not limited to court costs and attorneys' fees reasonably incurred) arising out of any death, injury to any person or property damage resulting or claimed to result from any actual or alleged defect in a Product or any statement or misstatement contained in the packaging, labeling, instructions, warnings and/or documentation of the Product (each a “Product Liability Claim”), save to the extent DKSH is responsible for the defect in the Product(s) or statement or misstatement which caused the Product Liability Claim.

12. Product recall

Any Products withdrawn by the Supplier from DKSH’s premises (e.g. product recall initiated by the Supplier or by government), as well as costs and expenses related to such withdrawal or recall shall be for Supplier’s own account at cost plus fifteen percent (15%) handling fee plus applicable taxes, if any. DKSH is entitled to withdraw, subject to the Supplier’s prior written approval not to be unreasonably withheld, any of the Products from the market in the contractual territory, in case new evidence shows unforeseen effects of the Products may lead to inacceptable risks for DKSH or third parties.

13. Intellectual property rights

The Supplier warrants that neither the trademarks nor any other intellectual property rights related to the Services and Products, nor the Products/Services or their importation, storage, promotion, sale, and distribution by DKSH, infringe upon any intellectual property rights (including, but not limited to, trademarks, patents, designs, and copyrights) of any third parties. The Supplier hereby undertakes to indemnify and hold harmless DKSH against any claims, liabilities, damages, costs, and expenses (including all court fees and reasonable attorney charges) that may arise from such infringement or alleged infringement.>

14. Insurance

The Supplier shall, at its expense, procure and maintain in force, for a period of two years after the last delivery of Products/Services is made under these GCP, adequate insurance covering its liabilities under these GCP and any Order in connection herewith. This insurance shall include, but is not limited to, product liability insurance, with coverage customary to the respective industry, but not less than EUR 10,000,000 per damage event. Upon DKSH’s request, the Supplier shall provide DKSH with proof of such insurance.

15. Liability

15.1 In case of damages arising from DKSH’s willful intent or gross negligence, DKSH shall be liable to the Supplier without limitation in accordance with the statutory provisions.

15.2. In the event of simple negligence, DKSH shall only be liable for:

(i) damages resulting from injury to life, body or health; and

(ii) damages resulting from breach of fundamental contractual obligations (i.e. contractual obligations which enable the fulfillment of the performance of the contract in the first place, and contractual obligations that the contracting party can and will reasonably and regularly rely on). In the case of 15.2 (ii), DKSH’s liability shall be limited to the foreseeable, typically occurring damage.

This limitation of liability, as set forth in this Section 15.2, shall also apply to any of DKSH’s representatives, employees and vicarious agents for which DKSH is liable according to the statutory provisions.

15.3 The limitation of liability, as set forth in Section 15.2, shall not apply if and to the extent

(i) DKSH has fraudulently concealed a defect or assumed a guarantee for the condition of the delivered Products or performed Services; or

(ii) DKSH bears the mandatory liability under the Product Liability Act (ProdHaftG) or any other law providing for mandatory liability.

16. Waste disposal

Unless otherwise agreed, the Supplier shall bear the responsibility for recycling or disposal of any items defined as waste within the meaning of the Waste Disposal Act (KrW-/AbfG) at its expense and in accordance with the provisions of the regulations on waste disposal. Title, risks, and responsibility under the Waste Disposal Act shall pass to the Supplier at the time of the Product’s first classification as waste. Should the Supplier fail to fulfill its obligations to recycle or dispose of waste, it shall indemnify DKSH against any expenses incurred in connection therewith.

17. Confidentiality

17.1 The Supplier shall treat all Confidential Information (as defined below) strictly confidential and shall not disclose Confidential Information, or cause or allow it to be disclosed, to any third party or use the Confidential Information for any purpose other than reasonably necessary to fulfill its obligations under the Agreement or as expressly set forth in the Agreement. The Supplier shall disclose Confidential Information only to those of its officers and employees who need to know Confidential Information in connection with the fulfillment of the Order and who are bound by confidentiality obligations at least as restrictive as those contained in these GCP. In any event, the Supplier remains liable for any breach by its officers or employees of any confidentiality obligations hereunder.

17.2 “Confidential Information” means any information contained in any Order and any information provided by or on behalf of DKSH to the Supplier (including but not limited to information regarding pricing, financial information, market information, methods of distribution, customer data, employee data, manufacturing and technical information, and know-how). Notwithstanding the foregoing, Confidential Information does not include information that (i) is rightfully known to the Supplier at the time of disclosure, as demonstrated by the Supplier’s written or electronic records, (ii) is or becomes part of the public domain through no wrongful act of the Supplier, (iii) has been rightfully received by the Supplier from a third party authorized to make the disclosure without restriction, (iv) has been approved in writing by DKSH for release, or (v) is independently developed without the benefit of the Confidential Information.

18. No Assignment or sub-contactors

18.1 The Supplier shall not be entitled to make assignments not covered by the provisions of Section 354a of the German Commercial Code (HGB) without DKSH’s prior written consent.

18.2 The employment of subcontractors shall require prior written consent from DKSH. If DKSH has provided consent to the employment of subcontractors, the Supplier shall ensure that subcontractors always refer to the Supplier as their customer and include the relevant Order data in all correspondence with DKSH and in the freight documents.

19. Compliance with legal regulations

19.1 The Supplier shall comply with all applicable National and Foreign laws and statutory provisions.

19.2 In particular, the Supplier warrants that it will strictly comply with all applicable anti-corruption and anti-bribery laws and the Supplier shall refrain from taking any action that would cause DKSH to be in violation of any applicable anti-corruption and anti-bribery laws.

19.3 The Supplier also warrants that it will strictly comply with all applicable international and national export control laws and regulations. The Supplier agrees to inform DKSH in writing whether or not the supplied Product(s) is (are) US controlled and/or controlled under the export control laws of its own country, and if so, the Supplier will inform DKSH about the extent of the respective restrictions (including but not limited to export control legal jurisdiction, export control classification numbers and/or export control licenses, as applicable). The Supplier shall obtain all international and national export licenses or similar permits required under all applicable export control laws and regulations and shall provide DKSH with all information required to enable DKSH to comply with such laws and regulations.

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

19.5 The Supplier agrees to indemnify and hold DKSH harmless from any claims, liabilities, penalties and associated costs and expenses (including attorney’s fees), which DKSH may incur due to the Supplier’s non-compliance with applicable laws, rules and regulations.

20. Responsible Business Conduct

20.1 DKSH applies responsible business practices as expressed in its code of conduct (available at https://www.dksh.com/global-en/home/about-us/sustainability#policies) and other relevant policies. Specifically, DKSH is committed to conducting its business responsibly – always acting lawfully and with high ethical standards, respecting human rights, offering decent and fair working conditions, and taking responsibility for our environmental impacts, in line with its code of conduct and its commitment to the Ten Principles of the United Nations Global Compact.

20.2 DKSH expects its business partners in its supply chain (such as suppliers, contractors, consultants, etc.), and, hence, also the Supplier and its officers, directors, employees, and agents, to meet and commit to DKSH’s standards of doing business, as outlined in DKSH’s policy on Supplier Business Conduct (available at https://www.dksh.com/global-en/home/about-us/sustainability#policies), which is summarized hereunder in clause 20.3. Therefore, DKSH reserves its rights to turn down business opportunities, or to discontinue business relationships with business partners, including the Supplier, who do not meet DKSH’s expected standards of doing business.

20.3 DKSH’s expected standards of doing business, as summarized from DKSH’s policy on Supplier Business Conduct, are as follows:

What we expect from our suppliers

Lawful and ethical business conduct

• Suppliers shall always act in a lawful and ethically sound manner. Suppliers shall not engage in fraudulent or otherwise corrupt activities, including the provision of favors with the purpose of securing business with or for DKSH.
• Suppliers shall disclose any conflict-of-interest situation prior to entering a relationship with DKSH, or as soon as such a situation arises during an ongoing relationship. All business dealings between Supplier and DKSH and its employees shall always be open, fair, and transparent.

Decent working conditions and respecting human rights

• Suppliers shall respect international proclaimed human rights and ensure that they do not engage in or are complicit in human rights abuses.
• Suppliers shall ensure that working conditions throughout their operations comply with the International Labor Organization’s Declaration of the Fundamental Rights at Work, advocating:

• freedom of association and the effective recognition of the right to collective bargaining,
• the elimination of forced or compulsory labor,
• the abolition of child labor and
• the elimination of discrimination in respect of employment and occupation

• Suppliers shall enable grievance procedures as well as the reporting of concerns or illegal activities in the workplace, without threat of reprisal, intimidation, or harassment.

Health and safety

• Suppliers shall offer safe workplaces and exercise care about workers’ health and well-being, protecting them against occupational hazards by having an appropriate management system in place to identify and mitigate workplace hazards, and to prevent injuries and illnesses; workers shall be equipped with adequate safety equipment.

Environmental stewardship

• Suppliers shall respect the environment and shall take adequate measures to protect the environment and to minimize adverse impacts through an appropriate management system to prevent spills and to handle waste in an environmentally responsible manner, to preserve water resources, to minimize emissions and to prevent or minimize other adverse impacts.

Minerals and metals from conflict areas (“Conflict Minerals”)

• Suppliers shall disclose to DKSH whether any of their products supplied to DKSH contain any Conflict Minerals (ref. OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas).

20.4 By accepting any Order placed by DKSH and/or delivering/supplying goods to DKSH, the Supplier acknowledges having read DKSH’s code of conduct (https://www.dksh.com/global-en/home/about-us/sustainability#policies) and DKSH’s expectations under its Policy on Supplier Business Conduct (https://www.dksh.com/global-en/home/about-us/sustainability#policies) as summarized in clause 20.3. The Supplier commits to fully comply with them whenever performing work or Services/supplying Products to DKSH. DKSH’s code of conduct and Policy on Supplier Business Conduct are subject to updates and/or amendments from time to time, and the Supplier hereby accepts such updates and/or amendments (as made available at https://www.dksh.com/global-en/home/about-us/sustainability#policies, and/or as otherwise notified by DKSH).

20.5 DKSH may collect information on the Supplier (via due diligence, pre-agreed audits or otherwise) to verify its compliance with the Supplier’s obligations set forth in this section 20, and the Supplier agrees to furnish DKSH with or grant DKSH access to such information as reasonably requested by DKSH from time to time. Where DKSH has reason to believe that the Supplier is in breach of the obligations set forth in this section 20, DKSH shall be entitled to immediately discontinue the relationship with the Supplier without any liability.

20.6 The Supplier agrees to promptly inform DKSH of any incidents or issues that could adversely affect DKSH's business. This can be done either by directly contacting the Supplier's business contact at DKSH or by reporting through DKSH's Integrity Line (https://dksh.integrityline.org). Additionally, DKSH expects the Supplier to use the Integrity Line to report any concerns related to improper conduct by DKSH personnel or other suppliers acting on behalf of DKSH.

20.7 The Supplier furthermore agrees to take necessary measures to select and work with suppliers and sub-contractors who conduct their business responsibly, in a manner as outlined herein above.

21. Requirement of written form

21.1 No amendments or additions to these GCP, including this Section 20, or a contract hereunder shall be valid unless made in writing.

21.2 Any statements and notifications issued by the Supplier after conclusion of a contract shall not be valid unless made in writing.

22. Force majeure

Non-performance of either party shall be excused to the extent that performance is rendered impossible or prevented or hindered or is delayed by an extraordinary and severe event of force majeure or change of circumstance beyond the control and not caused by the non-performing party (including but not limited to natural disasters, war, strike, traffic or business interruptions, orders, laws or regulations of any governmental body, fire or explosion, pandemics or endemics) provided, however, that the non-performing party (i) immediately notifies the other party of the occurrence of such an event and (ii) resumes performance of its obligations hereunder without delay when such causes have been removed. For the avoidance of doubt, the Supplier’s economic hardship, changes in market conditions and mechanical failure of the Supplier’s facility are not considered events of force majeure.

23. Severability

Should any individual provision(s) of these GCP be deemed wholly or partially invalid, this shall not affect the validity of the remaining conditions. Any invalid provision shall be replaced by a provision whose economic purpose comes as close as possible to that of the invalid provision.

24. Governing law and venue

24.1 These GCP, any contract hereunder and the business relationship between DKSH and the Supplier shall be exclusively governed by German law with the exclusion of the laws on conflict of laws and of the United Nations Convention on Contracts and the International Sale of Goods (CISG) of April 11, 1980.

24.2 If the Supplier is merchant, any disputes arising out of or in connection with the contract(s), these GCP or the business relationship between the Supplier and DKSH shall be resolved exclusively before the courts in Hamburg. Notwithstanding the foregoing, DKSH shall also be entitled to start legal proceedings at the Supplier’s place of business.