General Purchasing Terms & Conditions of ASG Slovakia s.r.o.
( edition 1st january 2024 )

I. General/Validity
We place purchase orders solely on the basis of our General Purchasing Terms and Conditions; Supplier's conflicting and differing terms and conditions shall not be accepted unless we have given our express and written consent thereto.

II. Offer/Conclusion of contracts
1. If Supplier does not accept a purchase order from us within 2 weeks of receipt, we shall no longer be bound by the offer.
2. Purchase orders, contracts of any nature and any changes or additions thereto shall only be binding if effected in writing, by data transfer or by machine-readable data media.

III. Prices, invoices, payments, assignments of claims, offsets, right of retention
1. The agreed prices are fixed prices and are quoted, unless agreed otherwise in the specific contract, free receiving plant including packaging, freight and transport insurance net of the value-added tax applicable at the time. Unless specifically agreed otherwise in the pertinent contract, the definition of prices shall be as per the Incoterms as amended from time to time and the provisions for the uniform interpretation of contractual clauses of the International Chamber of Commerce, Paris.
2. Payment shall be rendered either with deduction of 3% cash discount within 10 days of delivery/performance and receipt of a due and proper invoice and o.k. inspection of the goods or after 45 days strictly net.
3. Supplier shall not be entitled to offset purported claims against our Company without our prior consent, unless the claim is undisputed or legally final and binding.
4. Supplier shall not be entitled to assert a right of retention for counterclaims that are not undisputed or legally final and binding unless those claims arise from the same contractual relationship.
5. Contractual claims against us under or in conjunction with the purchase order shall be time barred after 2 years from the date the consignment and invoice were received.

IV. Dispatch, delivery, transfer of risk
1. All order references and numbers must always be repeated in documents pertaining to our purchase order (order confirmation, delivery note, freight documents, invoices, etc.).
2. All consignments shall be effected free of freight and incidental costs. Our specific shipping instructions must be heeded in full.
3. Shipping/Packing is at Supplier's risk. The risk of any deterioration, including accidental loss, shall be borne by Supplier up to delivery to our requested shipping address or point of use.
4. We shall accept part shipments only after our prior written consent. If part shipments have been agreed, the outstanding balance must be shipped.
5. In the event of earlier delivery than agreed, we reserve the right to return the goods at Supplier's expense. If goods from such premature de-livery are not returned, we shall hold the goods until the delivery date at Supplier's expense and risk. Payment of the invoice shall be deemed timely with respect to the agreed deadline.

V. Delivery date, default with delivery, liquidated damages, acceptance of goods, rescission
1. The agreed deadlines are binding. Definitive for compliance with the delivery date or period is receipt of goods of fault-free quality at our stipulated delivery address or point of use and timeliness of the affected acceptance.

VI. Specification, warranty, liability
1. Supplier warrants that all items it supplies and all services it renders are to the latest state of the art as of the time of delivery/performance and comply with the pertinent legal provisions and regulations and with the guidelines of public authorities, employers' liability insurance associations and professional organizations. Supplier shall first obtain our written consent if deviations from such regulations are necessary in particular cases. This provision shall be without prejudice to Supplier's warranty and guarantee obligation.
2. After fruitless expiration of a reasonable grace period we have set for a fault in the supplied product or work rendered, we shall be entitled to remedy the fault ourselves and demand reimbursement of the necessary expenditure if Supplier has not rightly refused to render subsequent performance. Regardless of the statutory provisions, we shall be entitled in urgent cases, especially to ward off the acute risk of considerable damage, to have the fault remedied at Supplier's expense without setting a grace period for subsequent performance.
3. We can demand from Supplier reimbursement of the expenses that we have to bear with respect to our subsequent performance obligations towards our customers (especially freight, travel, work and material costs) if the fault raised by our customer against us was already present when the risk passed to us.
4. The warranty period shall be 24 months unless expressly stipulated otherwise. It commences with provision of the item to us or the third party we have stipulated at the point of receipt or use we have stipulated. In so far as acceptance is required by law or contract, the warranty period shall commence upon successful acceptance. If acceptance of an item is delayed without Supplier being answerable therefor, the warranty period shall commence at the latest 12 months from provision of the said item for acceptance.
5. If a fault occurs during the first 12 months of the warranty period, it shall be assumed that this fault was already present upon transfer of risk, unless that presumption is incompatible with the nature of the item and the fault.
6. If Supplier has doubts as to the manner of performance we request or finds errors in our documentation or drawings, this must be notified to us in writing without undue delay.

VII. Documents for purchase orders, items
1. Supplier expressly undertakes not to make available or provide documentation, samples and items made available to it to any third party with-out our written consent, nor shall such items be furnished to third parties without our approval.
2. Tools, forms and devices shall become our property after complete payment has been rendered therefor. Handover of the tools to us shall be replaced by Supplier's duty of retention and their loan to Supplier to carry out our orders.
3. Supplier shall be liable for any loss incurred by dint of the tools, forms or devices being lost, damaged or misused. Supplier shall also bear the risk of their destruction.

VIII. Product liability, indemnification
1. If recourse is taken against us due to safety regulations breached by Supplier or due to our products not meeting domestic or foreign product liability legislation because of a product we have sourced from Supplier, we shall be entitled to demand indemnification of such loss from Sup-plier in so far as it was due to Supplier's products. The same shall apply for actions taken against us under product safety legislation.
2. Supplier undertakes to hold us free and harmless for third-party damages claims by dint of its product responsibility upon first demand. In this context, Supplier also undertakes to reimburse any expenses arising from any recall action we undertake.
3. Unless expressly agreed otherwise, the place of fulfillment for the delivery obligation is the place of receipt or use that we stipulate.
4. If any passages of these General Purchasing Terms and Conditions are void, this shall not affect the remaining provisions therein.