Plastiflex General Terms of Purchase

The following general Terms of Purchasing shall apply to any delivery of products, components or other goods and thereto possibly related services (hereinafter called "Products") to Plastiflex group / its group companies, hereinafter called "the Buyer", from any given supplier, hereinafter called "the Seller¨. These general Terms of Purchasing shall be mutually binding for the Seller and the Buyer unless otherwise explicitly agreed. The Buyer shall not be bound by conditions made by the Seller deviating from these general Terms of Purchasing unless such conditions have been agreed in writing between the Buyer and the Seller. Neither shall the Buyer be bound by conditions made by the Seller even though the Buyer has not objected to such conditions.

Acceptance of Products cannot be interpreted as implicit acceptance on the part of the Buyer of deviating terms of delivery made by the Seller.

1. Incoterms "International rules on uniform interpretation of trade terms 2020" (INCOTERMS 2020) from the International Chamber of Commerce (ICC) shall apply to the terms and conditions used in these general Terms of Purchasing.
   
   
2. Purchase Order and Confirmation Unless otherwise stated Plastiflex’s ordering and purchase of Products shall be made by exchange of an order issued by Plastiflex in writing or electronically and an order confirmation issued by Supplier in writing or electronically. Supplier shall respond to all orders placed by Plastiflex in writing no later than 24 hours (for local suppliers) and 72 hours (for overseas) suppliers, after receipt of order. If no order acknowledgement is sent within this time, the order shall be deemed accepted.
   
   
3. Shipment Delivery shall be effected at the place and time specified in the order or in the order confirmation. Where nothing is otherwise agreed in order or order confirmation, delivery shall be effected DAP or DDP, destination specified by the Buyer. Where shipping instructions specified by the Buyer are not observed, the Seller shall be liable for any additional costs and any resulting loss. Supplier is liable for fulfilling all shipment regulations stipulated by Plastiflex. Supplier shall pack Products in compliance with any agreed packaging specifications. If no packaging specifications are agreed in writing, packaging shall as a minimum comply with standards of the Industry and packaging shall be sufficient to protect the Products during transport, handling and storage. Packaging is always included in the price. Packaging shall clearly state the recipient’s address, sellers item number, buyers cross-reference number and Plastiflex order number. All shipments shall have a shipment notice with detailed information about ordering Plastiflex plant, purchase order numbers, Plastiflex product ID number, PO date and gross / net weights. In the event Plastiflex should elect to reschedule or delay the delivery due date of an existing confirmed order within the firm order zone (1Month), Seller will make every effort to accommodate such changes.
   
   
4. Delay and indication of quantity. The time of delivery specified by the Buyer must be observed. Delayed delivery shall entitle the Buyer to cancel the order and claim compensation, and in that case the Buyer shall not be under any obligation to pay the Seller for work already done on the order. If the Seller finds that he cannot deliver on time, or if delay on his part is to be considered probable, the Seller shall without delay notify the Buyer hereof in writing and at the same time, state the reason for the delay and the time at which delivery is expected to be effected. If the Seller does not make such a notification, he shall, irrespective of the terms and conditions stated below, compensate the Buyer for the losses and costs incurred by the Buyer. If the Seller does not deliver the Products on time due to delayed notification, and if the Buyer does not cancel the order, the Buyer shall be entitled to liquidated damages as from the day upon which delivery should have been effected. The liquidated damages should be in relation with the documented incurred damage costs, to be reported by the Buyer. The liquidated damages shall fall due for payment on demand in writing from the Buyer, but not before the Product has been delivered in full or alternatively at the time at which the Buyer cancels the agreement pursuant to the above. Part deliveries shall not exempt the Seller from liability pursuant to this provision. Larger or Smaller than ordered quantities or quantites deviating from the agreed upon MOQ per article number, will not be accepted and shall give the Buyer the same rights as does delay. Decisive in this respect is solely the Buyer's quantity control.
   
   
5. Prices, Payment Terms and Invoicing Prices for Products purchased under this Agreement will be maintained in a separate price list. Unless expressly stated to the contrary, prices stated in a Contract are (i) fixed and firm, (ii) exclusive of VAT (if any), but including all other costs, including, but not limited to taxes, duties, levies, charges etc and (iii) inclusive of the costs of packaging. Prices will be reviewed periodically under influence of continuous improvement actions, competitive landscape, margin development and market prices developments. Changes in price or conditions needs to be mutual agreed upon with a minimum notification period -in written- of 2 months. The impact of Total Cost improvement efforts shall be reviewed periodically in connection with price reviews (or as otherwise agreed by the Parties in writing) and shall be fully mirrored in all future prices. If specific, rationalization activities at Supplier carried out in cooperation with Plastiflex result in improved cost-efficiency, Plastiflex shall receive a share of the obtained cost-efficiency savings. For 1 (one) year the savings will be shared 50/50 between Plastiflex and Supplier; afterwards the savings will be fully transferred to Plastiflex by direct price reductions. Supplier warrants that prices for Products are not less favorable than the prices paid by any other purchaser for the same Products supplied by Supplier in substantially similar quantities. If Plastiflex can obtain a better price on similar products from another source than Supplier, Plastiflex will inform Supplier immediately thereof. Supplier shall then, with the price indication from the alternative source as benchmark, make a new quote regarding the Products in question. When comparing prices, the Total Cost principle shall be applied. On demand of Plastiflex, Supplier shall grant Plastiflex access to open book calculations with regards to the calculation of the Product prices. Payments will be effected within 60 days after receipt of invoice and receipt of the goods. If goods are delivered too early the payment period starts with the agreed delivery date. All invoices shall be sent to Plastiflex’s finance department and shall state date, Plastiflex’s order and material number, description, prices and the agreed terms. Invoices without this information are not payable and will be returned to Seller. If payment is overdue, Seller has a right to get interest on 0,05 % per day (1 ½% per month of the overdue invoice(s) amounts).
   
   
6. Quality, Environment and Safety The aim is that Supplier achieves the best quality performance as specified, and in order to support this, all Supplier processes shall be chosen and controlled in order to meet the agreed quality level. All Products shall comply with the latest agreed specifications and drawings and as a minimum comply with industry standards (provided the industry standards do not conflict with agreed specifications). It is an important precondition and presumption that Supplier as professional developer and supplier of the relevant Products continuously and in all respects critically and professionally choose optimal productions methods and tools. Supplier shall have a documented and fully implemented quality system according to ISO9001. In the event the supplier is not ISO9001 qualified, the supplier shall have a documented quality roadmap in place with a target date of when they anticipate achieving ISO9001 certification. Supplier acknowledges that Plastiflex will not perform incoming inspections of Products and waives any rights to require Plastiflex to conduct such inspections. More details are specified in the Quality Agreement. 
   
   
7. Drawings, descriptions, tools, Drawings, rough designs, technical information, prototypes, models and other information always to be considered confidential and which the Buyer has handed over to the Seller shall remain the property of the Buyer and shall be treated confidentially. The Seller shall mark all such information with the Plastiflex name. Unless otherwise agreed in writing, all special tools and special moulds produced for deliveries to the Buyer (no matter who has paid for tools or moulds) shall be maintained without expenses to the Buyer and be insured by the Seller to the full replacement value, and such tools and moulds shall only be used for deliveries to the Buyer. If the Buyer shall wholly or partially pay costs for the production of tools, moulds or models, such costs shall not be paid until the Buyer has approved of type samples. Tools, moulds or models wholly or partly paid by Buyer shall be the property of the Buyer. The Seller shall mark any such equipment with the Plastiflex name. The above information, tools, moulds and models must not, without the consent of the Buyer, be used for other purposes than those of the Buyer unless otherwise expressly agreed, and that is why they must not, without the consent of the Buyer, be copied, reproduced, transferred to third parties or be used for deliveries to others than the Buyer. Upon request the Seller shall return all material of any kind handed over by or produced for the Buyer. In case the Seller makes use of sub-suppliers, the above information can, with the consent of Plastiflex, be handed over to such sub-suppliers. In such cases, the Seller shall ensure, that sub-suppliers observe this chapter 7. in full. If the Products wholly or partially consist of software developed to the Buyer, the Buyer shall acquire all rights to such software and to accompanying source and object code. If the Products contain software not specifically developed for the Buyer, the Buyer shall acquire a non-exclusive, royalty-free and geographically unlimited licence for use of this software in the Plastiflex Group for use in products sold by the Plastiflex Group. The Seller shall be under the obligation to transfer to the Buyer all necessary information and source code material, etc. which are necessary for Plastiflex' use of the intellectual property rights in question. The Seller shall be under the obligation for at least 5 years from the delivery of Products to the Buyer to be able to service and maintain all material related to the intellectual property rights in question.
   
   
8. The Product's violation of third-party rights Upon the Buyer's demand, the Seller shall on his own account defend the Buyer against any claim made against the Buyer by third parties as a result of the Products' alleged violation of such third parties' patents, copyrights or similar intellectual property rights. The Seller shall indemnify the Buyer for any loss and all costs incurred by the Buyer as a result of the violation or the alleged violation. The Seller shall for the Buyer and/or the Seller acquire the right to continuous use of the Products, replacement or modification of the Products so that the Products no longer violate the rights of third parties. If this is not possible, the Seller shall credit the Buyer with the Products delivered and accept all returned Products. 
   
   
9. Alterations The Seller cannot without reasonable notice and without prior acceptance from the Buyer make alterations in his Products for delivery to the Buyer even though this happens without altering agreed technical specifications.
   
   
10. Guarantee For 24 months from delivery, the Seller shall guarantee that the Products delivered live up to agreed demands and are not defective or faulty due to production, construction or material defects deteriorating the Products' suitability for normal or agreed use. Upon demand from the Buyer and upon the Buyer's choice, the Seller shall credit, repair or deliver goods in replacement of defective Products without any expenses to the Buyer. Products found defective by the Buyer and not wanted repaired by the Buyer shall be returned upon the Seller's wish and at the Seller's expense. If the Buyer has not wanted replacement delivery of the defective Products, the Buyer can invoice the Seller for equivalent amounts. Such invoice shall at the same time contain the expenses for demounting and possibly remounting, freight, customs duties (to the extent that these are not refunded by the customs authorities), possible taxes, insurance and clearance and all other losses suffered by the Buyer as a result of defective Products. Decisive for the Buyer's right of complaint is whether the defect has arisen within the guarantee period of 24 months and not the time of the Buyer's becoming aware of the defect – nor the time of the Buyer's complaint. Moreover, the Seller renounces to protest due to delayed complaint. The Seller shall be responsible for it that the Products delivered live up to quality and security requirements and other valid rules not only in the country of production but also in the country to which the Products are delivered or expected to be used if the place of use has been specified by the Buyer. In case of disagreements between such standards, the standards used at the place of delivery shall apply.
    
    
11. Product liability The Seller shall guarantee that the Products delivered are not defective or faulty or have properties that can cause product liability The Seller shall indemnify the Buyer for any product liability and loss which can wholly or partially be ascribed to damage or obvious risk of such as a result of defective or faulty Products delivered or properties in same. The Seller shall be under the obligation to be summoned by the court or the court of arbitration hearing claims for compensation raised against the Buyer due to damage claimed to have been caused by the Products. The Seller shall be under the obligation to take out and maintain product liability insurance with a cover considered usual considering the Seller's business and turnover. Upon the Buyer's demand, the Seller shall document such product liability cover. Supplier warrants that Products delivered (i) are manufactured based on Supplier’s best knowledge on product design, product materials and product technology; (ii) are fit for any normal or agreed purpose; (iii) are free from defects in design, materials and workmanship; and (iv) comply with agreed specifications and requirements Prior to implementation of any intended changes or modifications in agreed requirements or specifications, designs, manufacturing processes, materials or supply chain (subcontractors) as well as any other changes which may affect the Products’ form, fit or function, Supplier shall inform Plastiflex of such at no less than 3 (three) months written notice to enable Plastiflex to oppose to such changes.
    
    
12. Environment All supplied Products have to meet Plastiflex superior mission, which is to consume a minimum of raw materials and energy, the fewest possible undesirable environmental effects and the most effective application and resources. All items delivered to Plastiflex shall be ROHS compliant and the Seller is responsible to do reasonable efforts to avoid, monitor and control the usage of hazardous material in its own production facility and in those of al affiliated companies and or first and second tier suppliers/subcontractors ISO 1400 certification is a pre but not mandatory if above minimum requirements and levels of control can be maintained and proves. The Buyer is entitled upon reasonable upfront notification to audit the supplier, affiliated companies and / or subcontractors.
    
    
13. The Seller's liability during stays at the Buyer's property If, as part of an agreement with the Buyer, the Seller's employees are present at the Buyer's property, the Seller shall make himself familiar with and observe the rules and procedures on the environment and safety laid down by the Buyer. The Seller shall indemnify the Buyer for any damage to the Buyer's property and staff arising as a result of the Seller's employees' negligent or wilful behaviour.
    
    
14. Partial invalidity If one or more of the terms and conditions in these General Terms of Purchasing are deemed invalid, illegal or inoperable, none of the further terms and conditions' validity, legality or operability shall thereby be affected or deteriorated.
    
    
15. Disputes Disputes arisen under these General Terms of Purchasing and the underlying agreement shall be settled pursuant to the law in the Buyer's country, however always excluding CISG and provisions on the choice of law. Disputes of any kind arising in connection with the delivery shall be settled in the courts of the Buyer's country. Disputes shall be heard at the Buyer's venue. If the Buyer so requests, disputes shall be finally settled by arbitration. In that case, the procedure shall be pursuant to the rules and regulations of arbitration laid down by the International Chamber of Commerce (ICC). Meetings shall be held at a place specified by the Buyer and the language of proceedings shall be English unless otherwise agreed between the parties.