GENERAL CONDITIONS OF PURCHASE (GCP) OF ROTHOBLAAS SRL

1. Scope
1.1 These general conditions of purchase and service provisions are applied unless otherwise expressly agreed in writing by the parties.
1.2 These general conditions of purchase are valid for all orders sent in written or electronic form by Rothoblaas Srl and are to be considered an integral part of the contract.

2. Acceptance / Validity of the GCP - written form
2.1 The GCPs are considered accepted and valid from the time the order is accepted by the supplier. The orders are also accepted with the delivery of the goods/provisions of the services.
2.2 Orders, supply requests, contracting, as well as changes and additions are to be in writing, including an exchange of e-mails and faxes.

3. Contractual changes
3.1 The products purchased (including the characteristics, types, quality, materials, components, origins, etc.) is shown on the individual orders and/or on the additional documents signed between the parties.
3.2 The supplier cannot make any changes to the agreed supply provisions without Rothoblaas' prior written approval. In particular, the supplier cannot use different materials or change the production process, the manufacturing site/production chain or the specifications of the good being supplied.
3.3 The supplier must provide the products in compliance with the technical documentation, and the remaining technical specifications agreed with Rothoblaas. In case of doubt, the supplier must directly address Rothoblaas' personnel involved in the order or a person appointed by the same. All changes made to the technical specifications require Rothoblaas' prior written approval. Verbal agreements are not allowed.
3.4 If a change is made without prior approval, the supplier must compensate the damages deriving from these changes.

4 Supplies - delivery terms
4.1 The quantities, times, and delivery terms will be specified only and exclusively in orders or order confirmations. The supplier will be required to guarantee the required capacity, to comply with the quantities of orders or supply requests.
4.2 Rothoblaas will not be required to accept goods delivered before the expected delivery time - unless otherwise agreed in good time with the supplier. An advance provision does not lead to early termination. Rothoblaas has the right to return the material delivered in excess if not otherwise agreed with the supplier.
4.3 If the supplier should foresee difficulties in the production or supply of raw materials, and if this could hinder a timely provision, it must immediately inform Rothoblaas' purchasing office.
4.4 The sender, delivery address, name and code of the article as well as Rothoblaas' article name and code, and the quantity of the provisions as well as the origin of the goods must be indicated on each delivery note. If the reported procedure is not complied with, Rothoblaas cannot account for the goods and, therefore, it will not be possible to pay the corresponding invoice.
4.5 The merchandise labels must be applied according to the work instructions provided by Rothoblaas.
4.6 The supplier may not change any part of the label except for the editable fields where expressly permitted.

5 Delay in delivery
5.1 The supplier must compensate Rothoblaas for any damage resulting from a delay in delivery.
5.2 If the supplier is late in delivery, Rothoblaas can claim the fulfilment by extending the deadline up to 5 business days, or exercise the right to withdraw from the contract, without anything whatsoever being due to the supplier.

6 Shipment – packaging
6.1 The necessary accompanying documents must be attached to each supply. Rothoblaas reserves the right not to accept supplies to which the accompanying documents relative to the goods are not attached.
6.2 Upon delivery, the supplier must present the certificate of origin of the goods being delivered. The supplier must certify the veracity of the data on the origin of the goods. The supplier will be liable for all damages caused to Rothoblaas or third parties if the same does not fulfil the obligation above or declares non-conforming sources.
6.3 If the supplier does not comply with the type of packaging required and authorized, Rothoblaas reserves the right to charge the related additional costs.

7 Prices and conditions of payment
7.1 Payment terms will be agreed in writing between the supplier and Rothoblaas or in individual contracts/order confirmation.
7.2 The supplier’s original invoice must include the mandatory data required by the law. Moreover, all invoices must contain the delivery document number the order number, and the conditions of payment. An original copy and/or electronic format of the invoice must be issued, and a copy of the same must be sent to the following e-mail address accounting@rothoblaas.com.
7.3 Rothoblaas will have the right to withhold payments to suppliers and offset any sums due to the supplier for damage to Rothoblaas due to the delay in receiving invoices or goods and the supply of defective or non-compliant goods.

8 Quality – checking incoming goods – claims of defects – the right to inspection
8.1 The supplier will be obliged to supply goods free of defects.
8.2 The payment of the goods, the signing of the delivery note, or the acceptance of the goods does not entail approval of defective goods.
8.3 With reasonable notice, Rothoblaas or certification bodies have the right to access the supplier's company during working hours to check the premises, goods, materials, production of the goods, as well as all molds, machines, and devices used for the supply.

9 Spare parts
9.1 The supplier must guarantee the availability of spare parts for ten years from the official end of production of the individual products, to which the spare parts refer.

10 Product warranty
10.1 The supplier guarantees that all goods comply with the technical specifications provided and agreed upon, the European product standards, or the samples, drawings, and descriptions if provided.
10.2 In particular, the supplier ensures that the goods work and are free of faults or defects.

11 Ordinary termination and resolution for a just cause
11.1 Rothoblaas has the right to withdraw from the contracts or parts of them, at any time and without the need to indicate the reasons, with a notice period of three months.
11.2 Rothoblaas will not under any circumstances be required to pay for finished goods, unfinished products, or raw materials that exceed the quantities ordered.
11.3 Rothoblaas can terminate any existing contracts with immediate effect in the event of corporate changes, insolvency procedures and bankruptcy, unavailability of the supplier for more than 30 days, non-conformity of the products for three consecutive times.

12 The purchaser’s ownership of the moulds and/or manufacturing tools
12.1 All production molds and/or tools owned by Rothoblaas must be identified clearly and unequivocally.
12.2 The supplier is not authorised to use the moulds and/or manufacturing tools owned by Rothoblaas to manufacture pieces for other customers.

13 Safety – environment – hazardous substances- exemption from liability
13.1 The supplier ensures that only materials that satisfy the technical product regulations and applicable laws (e.g., Reach guidelines) regarding hazardous and dangerous substances and the regulations in force in the field of environment, hygiene, safety, electricity, and electromagnetic fields will be used.
13.2 The supplier will apply the environmental and economic balance line to its manufacturing processes.
13.3 Hazardous substances (in particular, easily inflammable toxic substances) supplied must be clearly visible and marked externally; the relevant safety data sheets must be transmitted to Rothoblaas together with the products purchased.
13.4 The use of carcinogenic, toxic or genetically modified substances is absolutely forbidden.
13.5 In any case, the danger to the health of the end user, in case of use in accordance with the destination of the goods must be excluded.
13.6 If Rothoblaas is civilly liable or subject to administrative proceedings because of the supplier’s non-compliance with the obligations referred to in the previous paragraphs, the supplier must exonerate Rothoblaas, following a written request, from all related claims and legal fees.

14 Confidentiality of data and industrial property
14.1 The supplier must keep all commercial and technical documents as well as information communicated by Rothoblaas or known due to the relationship with Rothoblaas strictly confidential.
14.2 In no case does the supplier have the right to use the Rothoblaas brand or publicise the commercial business relations with Rothoblaas.
14.3 If the products are manufactured based on Rothoblaas’ technical specifications or the products are specific, custom-made, or made by the supplier for Rothoblaas, any rights on the same are exclusively held by Rothoblaas.
14.4 In case of violation, the supplier must pay the penalty to Rothoblaas, according to Article 1382 of the Italian Civil Code. For this violation, the compensation is set at 50,000 Euro. Moreover, Rothoblaas reserves the right to compensation for damages that exceed the amount provided for by the penalty.

15 Liability on products - Exemption - Civil Liability Insurance
15.1 If the supplier is responsible for the damages caused to the products, it must keep Rothoblaas free from claims for damages from third parties, this also applies to its subcontractors.
15.2 The supplier must have a product civil liability insurance policy with a ceiling of at least 1,000,000 Euro covering the whole world including USA and Canada. Upon request, the supplier must present the relative insurance certificate to Rothoblaas.

16 Organisation model and ethical code
16.1 The Supplier undertakes to comply with and respect the principles and rules included in our ethical code and code of conduct published on our company's website. If the supplier does not comply with the ethical code, the purchaser will have the right to withdraw from the contract with immediate effect and/or automatically declare the present contract terminated by right and without notice and will have the right to be compensated for damages caused due to the Supplier’s default.
16.2 The supplier must comply with Legislative Decree 231/01 as well as Rothoblaas’ 231 organisation model.

17 General provisions
17.1 Issues that are not governed by this contract will be treated according to the ancillary legal requirements generally in force in Italy.

18 Applicable law and jurisdiction
18.1 This contract and any relations between the parties are governed exclusively by the Italian law. The court of Bolzano will have exclusive jurisdiction over any possible disputes.