General Terms and Conditions of Purchasing

1. General and Scope of Application

1.1 These Terms and Conditions of Purchasing shall be binding between SFS Group USA, Inc. ("SFS") and the supplier or service provider furnishing goods or services to SFS (the "Supplier").  These terms and conditions will apply to all purchases of products and services by SFS from the Supplier.  Any other terms and conditions proposed by the Supplier in any fashion are rejected by SFS, unless they have been accepted in writing by an authorized representative of SFS.  These terms and conditions shall not be modified nor revoked by any course of conduct, payment or acceptance of goods and may only be modified by a written instrument signed by an authorized representative of SFS and the Supplier.

2. Orders and Confirmation of Orders

2.1 If any purchase order of SFS is not accepted in writing within two (2) weeks after receipt, SFS shall have the right to cancel the purchase order.

2.2 The Supplier shall not assign its rights nor delegate or subcontract its duties with respect to any purchase order of SFS and/or this Agreement without the prior written consent of SFS.  Any permitted subcontract shall not relieve the Supplier of its duties and obligations to SFS and the Supplier shall remain fully liable with respect thereto.

2.3 In the event that the financial situation of the Supplier is deteriorating significantly or if such situation turns out to be different from the way it was presented to SFS, SFS shall have the right to withdraw from all contractual obligations.

3. Secrecy

3.1 SFS and the Supplier agree that all non-public, confidential information of the other party which they obtain or to which they have access in the course of their business relationship shall be held in confidence and not disclosed to any other parties without the prior written consent of the disclosing party, unless required by law or legal process.

3.2 All drawings, models, samples, prototypes, templates, patterns, tools, etc., that are provided to the Supplier by SFS or that are produced on behalf of SFS by the Supplier or third parties and any copies thereof shall not be made available or accessible to any other parties without the prior written consent of SFS.

3.3 The Supplier shall insure that all permitted subcontractors are obligated in writing to observe and comply with the provisions of Sections 3.1 and 3.2 above.

3.4 The Supplier shall not advertise or publicize its business relationship with SFS without the prior written consent of SFS.

4. Prices, Payment Terms and Transfers

4.1 Delivery of goods shall be made: (a) for shipments originating outside the United States of America FOB (Port of Export) basis (INCOTERMS 2020) and title to goods and risk of loss shall pass to SFS only upon delivery of the goods to the specified port and acceptance thereof by SFS after receipt, or (b) for shipments originating within the United States of America, FOB destination pursuant to Uniform Commercial Code Section 2-319, and title of goods and risk of loss shall pass to SFS only upon delivery of the good to the specified SFS facility.

4.2 Any sales, use or excise taxes or other charges or levies upon or with respect to the sale, shipping or delivery of goods shall not be included in the price.

4.3 Except as otherwise agreed, terms of payment for all of SFS purchase orders shall be in U.S. Dollars in 60 days from date of invoice, with a discount of 2%.

4.4 Payments do not represent confirmation that products and services are to specification and billed correctly.

4.5 Payment of the Supplier's invoices by any affiliated company of SFS shall not be deemed or construed to create any contractual relationship between that company and the Supplier or the assumption of any obligations to the Supplier by that company.

5. Deliveries

5.1 The Supplier shall notify SFS within five (5) days of receipt of a purchase order if it will be unable to comply with specified delivery dates and/or quantities.  Compliance with lead times and delivery dates shall require delivery of goods to the specified facility of SFS within the specified time or by the specified date.

5.2 The Supplier shall be liable for all damage caused by delay. Damages shall refer in particular to additional shipping costs, refitting costs, damage arising from interruption of operations, and payment of damages which SFS would have to pay to its customers. In the event extended delivery data or lead times are not met or if the Supplier loses interest in supplying the order, the Supplier is liable for the additional costs of alternative covering purchases.
SFS shall reserve the right of any further and/or legal or contractual claims, in particular due to non-observance of guaranteed delivery dates or delivery periods.
 Acceptance of a delayed delivery or service without reservations shall not waive SFS’ right to claim damages for delayed deliveries or services.

5.3 Force-majeure, industrial action, unrest, official measures, disturbances of transport, epidemics and pandemics, and other unforeseeable, inevitable and serious events at SFS shall exempt SFS for the duration and the extent of its effect from any obligation of acceptance of goods or liabilities for damages to the Supplier, in so far as SFS is unable to avert such disturbance through reasonable measures.

5.4 If SFS provides products for further processing, of these at least 99% are to be redelivered processed correctly. For short deliveries in excess of this (> 1 %) the costs may be charged to the Supplier. Any agreement to modify this provision must be in writing and signed by a duly authorized representative of SFS.

5.5 The delivery documents and invoices are to clearly state the complete data set required by SFS in its purchase order or attachments to its purchase order, such as order number, product number, revision, description of product and supplier number.

6. Acceptance

6.1 Subject to these terms and conditions, SFS shall be obligated to accept only those products or services specified in its purchase orders.  Any forecasts or estimates of requirements transmitted to the Supplier shall not constitute purchase orders and SFS shall not be obligated or committed with respect to the same.s.

7. Material Defects

7.1 The Supplier warrants that all products and/or services supplied to SFS will (i) conform to applicable specifications, drawings and samples set forth in SFS’s purchase order and attachments and all applicable laws, regulations and regulatory requirements, (ii) be free from defects in materials, workmanship and fabrication, and (iii) be merchantable and fit for their intended use.  The Supplier hereby assigns to SFS all of its rights under warranties, together with the Supplier's manufacturing warranties and guarantees, shall inure to the benefit of SFS and its successors, assigns and customers.  All claims for breach of the foregoing warranties shall be made by SFS in writing within 36 months after receipt of the goods or services by SFS.  If, within the foregoing 36 month period, the parties agree that the Supplier will analyze any of its goods or products to determine the existence of defective materials or workmanship, a new 36 month period for asserting claims for breach of the Supplier's warranties with respect to such goods or products shall commence again upon the later to occur of (i) submission of the Supplier's analysis in writing to SFS, (ii) Supplier's declaration to SFS that the defective materials or workmanship have been remedied, or (iii) the Supplier's refusal to commence of continue to remove or remedy defective materials or workmanship.  The Supplier shall indemnify, hold harmless and defend SFS, its successors, assigns and customers from all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs of suit and attorneys' fees, which any one or more of them may suffer or incur as the result of the Supplier's breach of any of the foregoing warranties or any term or condition of any purchase order of SFS.  SFS may set off the amount of its losses, damages, costs and expenses in satisfaction of its rights to indemnification hereunder against any and all amounts due the Supplier, including amounts invoiced by the Supplier for other goods and services.  At SFS's option, the Supplier shall replace any defective products and/or services or refund the purchase price, but any such replacement or refund shall not limit or in any way affect the Supplier's obligations under the foregoing indemnification.

8. Liabilities, Exemptions and Insurance Cover

Unless otherwise agreed, the following shall apply:

8.1 If the Supplier is in breach of an obligation arising from the signed contracts, SFS shall have the right to claim compensation for the damage incurred, whether this be injury to a person or damage to material or property.

8.2 The Supplier shall indemnify, defend and hold harmless SFS and its employees and agents from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs and losses arising from product recalls and costs of suit and attorneys' fees, which they may suffer or incur as a result of, or based upon, any death, bodily injury or physical property damage suffered by any person or entity resulting from the Supplier's handling, storage, promotion, testing, use, marketing, distribution or sale of products supplied to SFS, (ii) the Supplier's manufacture, packaging and labelling of products supplied to SFS, and (iii) the Supplier's negligence, wilful misconduct or material breach of its obligations with respect to products supplied to SFS and/or under any purchase order of SFS.  The Supplier shall maintain product liability insurance coverage in amounts and issued by insurance companies reasonably satisfactory to SFS insuring the risks and obligations of the Supplier under the foregoing indemnification, naming SFS as an additional insured, and the Supplier shall provide evidence of such insurance to SFS upon request.

9. Intellectual Property Rights or Industrial Property Rights
9.1 The Supplier shall indemnify, defend and hold harmless SFS and its employees and agents from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs of suit and attorneys' fees, which they may suffer or incur arising from or based upon the actual or alleged infringement of any patent, trademark, trade name, trade secret, copyright or other intellectual property right, arising from the manufacture, delivery, sale or use of the products and/or services supplied by the Supplier to SFS. At the request of SFS, the Supplier shall take such steps as may be necessary and are commercially reasonable to obtain a license permitting SFS to utilize such rights in connection with its purchases hereunder.

10. Production Materials and Aids
10.1 All production materials and aids provided to the Supplier by SFS or the cost of which was paid by SFS shall be the property of SFS (the "SFS Materials and Aids").  If SFS reimburses the Supplier for only a portion of the purchase price of production materials and aids, the parties shall own such materials and aids jointly, in proportion to the amount of their cost expended by each party.  With respect to any such jointly owned materials and aids, upon the request of SFS, the Supplier shall transfer and assign its ownership interest therein to SFS upon payment by SFS of the value proportionate to the Supplier's interest.  The Supplier shall conspicuously mark all SFS Materials and Aids as the "Property of SFS" and shall take all other necessary steps to inform third parties that they are the property of SFS and not the Supplier.  The Supplier shall not attempt to sell, transfer, pledge or encumber the SFS Materials and Aids nor shall the Supplier allow them to be used in any way be any other party, without the prior written consent of SFS.  The Supplier shall promptly return all of the SFS Materials and Aids to SFS upon request.

10.2 The Supplier shall:  (i) use the SFS Materials and Aids solely and exclusively for the manufacture of goods supplied to SFS, (ii) maintain all risk and fire and extended coverage insurance against fire, vandalism, theft and additional perils included in a standard extended coverage endorsement insuring the SFS Materials and Aids for their replacement value with an insurance company or companies acceptable to SFS and under policies naming SFS as additional insured; (iii) maintain the SFS Materials and Aids in good order and repair at the Supplier's expense, and (iv) promptly notify SFS of any damage or loss with respect to the SFS Materials and Aids.

10.3 The Supplier shall not relocate or dispose of the SFS Materials and Aids without the prior written consent of SFS and shall store the same in secure and appropriate conditions at the Supplier's expense.  The SFS Materials and Aids may not be scrapped without the prior written consent of SFS and, in any event, not earlier than 15 years after the date of their delivery to the Supplier.

10.4 In the event the Supplier has breached or defaulted in the performance of its obligations to SFS under these terms and conditions, the Supplier shall reimburse SFS upon demand in full for all amounts paid by SFS to the Supplier for tools and materials.

11. Court of Jurisdiction, Applicable Law, Severability Clause and CISG
11.1 These terms and conditions and all purchases of goods and services by SFS from the Supplier shall be governed by, and interpreted and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its choice of law principles. The INCOTERMS (2020) published by International Chamber of Commerce shall be applicable to these terms and conditions solely to the extent specifically noted. The parties disclaim and exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to these terms and conditions and any sale pursuant to these terms. Any actions or suits based upon or arising out of these terms and conditions and/or the purchase by SFS of goods and/or services from the Supplier shall be brought and maintained exclusively in the Court of Common Pleas of Berks County, Pennsylvania or in the United States District Court in the Eastern District of Pennsylvania.  The Supplier expressly submits to the jurisdiction of such Courts for the purposes of any such action or suit and waives, to the fullest extent permitted by law, any objection which it may at any time have to the laying of venue of any such action brought in any such Court and any claim that any such action has been brought in an inconvenient forum. Service of process, summons, notice, or other document by certified mail or via Federal Express or another delivery service of national stature in the United States of America to such party’s address set forth in the documents accepting SFS’s purchase order shall be effective service of process for any suit, action, or other proceeding brought in any such court.

11.2 The terms and conditions contained herein and the provisions of any purchase order of SFS constitute the entire agreement between SFS and the Supplier with respect to the sale of the Supplier's goods or services to SFS.  No amendment or modification hereof shall have any force and effect unless in writing and signed by the duly authorized representatives of both SFS and the Supplier.  No waiver by SFS of any provision hereof or any breach of any provision hereof by the Supplier will be deemed to be a continuing waiver of any such provision or a waiver of any subsequent breach by the Supplier.  If any provision hereof is deemed invalid or unenforceable in any jurisdiction, it shall not render invalid or unenforceable the remaining provisions hereof or affect the validity or enforceability of any of the provisions hereof in any other jurisdiction.

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