AGB

Terms of delivery and payment

These terms of delivery and payment apply to all sales by CMC Consumer Medical Care GmbH, Eichendorffstrasse 12-14, 89567 Sontheim/Brenz, Germany, to entrepreneurs.

An entrepreneur in this sense is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.

1. prices
We shall invoice the prices for the relevant products and logistics services applicable at the time of conclusion of the contract, unless expressly agreed otherwise.

2. conclusion of contract
The offer of the customer lies in the transmission of the order to us by e-mail, telephone or fax. The contract is concluded when we accept this offer by sending an order confirmation. The prior sending of a confirmation of receipt does not constitute acceptance of the offer.

3. delivery time
a. The delivery periods stated by us are not fixed dates, unless otherwise agreed in writing. If the agreed delivery period is exceeded, the customer has a right of withdrawal within the framework of the statutory provisions.

b. We reserve the right to make partial deliveries. Each partial delivery shall be considered as the completion of a special order within the meaning of these Terms and Conditions of Delivery and Payment.

c. In addition, we reserve the right to forward orders to a third party for fulfillment.

4. transfer of risk
In all cases, shipping is at the risk of the customer. This also applies if the goods are transported by our own delivery service.

5. payment
a. The purchase price is due for payment within the agreed deadlines.

b. The deadlines are only met if the money is received by us within the specified period or credited without reservation upon payment.

c. By providing his e-mail address, the customer agrees to receive invoices from us electronically to the e-mail address provided by the customer, unless otherwise agreed. In this case, the customer waives the right to receive the invoice by post. The customer shall ensure that all electronic deliveries of the invoice by e-mail can be properly delivered by us to the e-mail address provided by the customer and that technical equipment such as filter programs or firewalls are adapted accordingly. The customer must inform us immediately of any change in the e-mail address to which the invoice is to be sent.

d. If the goods have not been paid for 30 days after the due date and receipt of the invoice, the customer shall be in default without the need for a reminder. In this case, he shall be entitled to default interest in the amount of 9 % – points above the respective current prime rate. Any reminder costs incurred shall be borne by the customer. If, in addition, higher damage caused by delay arises, this may also be claimed. e. If invoice settlement is to be effected via a purchasing center, a clearing account or a similar institution, this shall require our express prior written consent. The same applies in the event that a change of account is intended.

6. retention of title
a. The delivered goods remain our property until full payment (cf. 6.a.) of all claims existing at the time of conclusion of the contract arising from the business relationship with the customer.

b. The customer is entitled to sell the goods delivered by us in the normal course of business. He shall not be entitled to pledge the goods or assign them as security. The customer shall immediately notify us of any third party seizure of the goods delivered by us by sending us the seizure report.

c. The customer is obliged to secure our rights when reselling goods subject to retention of title on credit. In the event of non-cash sale, he hereby assigns to us in advance the claims against his purchaser.

Insofar as more than 120 % of our total receivables are doubtlessly secured by such assignments, the surplus of outstanding receivables shall be released at our discretion upon the customer’s request.

7. claims for defects
a. We shall only be obliged to remedy defects in accordance with the following provisions if a notice of defect is

in the case of defects that are recognizable upon careful inspection of the goods, within 14 days of delivery
in the case of defects that are not obvious, immediately upon discovery

In the event of justified notices of defects, we shall only be obliged to provide supplementary performance. If subsequent performance is not possible or fails, the customer may either demand a reduction in price or withdraw from the contract, taking into account the principle of economic efficiency.

b. Section 377 of the German Commercial Code (HGB) shall apply.

8. service disruptions
a. Unforeseen events such as force majeure, war, riot, labor dispute, official measures, shortage of energy or raw materials, operational disruptions, etc. shall release us from any obligation to deliver for the duration of their existence. If these circumstances last longer than one month from the agreed delivery date, both the customer and we have the right to withdraw from the contract to that extent. The customer shall have no claim for damages in such cases.

b. If, after conclusion of the contract with an entrepreneur, we become aware of payment difficulties on the part of the customer or if we receive unsatisfactory information from a reliable source suggesting payment difficulties, we may demand appropriate security and – if this is not granted – withdraw from the contract.

c. If the customer does not accept the entire goods by the agreed date or does not fulfill his payment obligations, his right to further delivery shall expire if our request for subsequent performance has remained unsuccessful upon expiry of the deadline set by us (§ 281 BGB). In all cases of poor performance for which the customer is responsible, we shall also have the right to claim damages in addition to the right to withdraw from the contract.

d. Insofar as we exercise the aforementioned right of withdrawal in accordance with b. and c. If we make use of our right to claim damages, claims for damages by the customer are expressly excluded, unless we have acted with gross negligence or intent.

e. The customer may only offset claims against us or assert a right of retention due to such claims if we have acknowledged the counterclaims or these have been legally established.

9. obligations under the Packaging Act
a. Pursuant to § 15 para. 1 S. 1 of the Packaging Act are manufacturers and distributors of transport packaging (No. 1), sales and secondary packaging that does not typically accrue as waste at private final consumers after use (No. 2), sales and secondary packaging for which no waste is generated due to system incompatibility in accordance with Section 7 (1) of the Packaging Act (No. 2), sales and secondary packaging for which no waste is generated due to system incompatibility in accordance with Section 7 (2) of the Packaging Act (No. 3). 5 of the Packaging Act, system participation is not possible (No. 3), sales packaging of pollutant-containing filling goods (No. 4) or reusable packaging (no. 5) shall be obliged to take back, free of charge, at the place of actual delivery or in the immediate vicinity thereof, used packaging which has been emptied of its residues and which is of the same type, shape and size as the packaging they have placed on the market, in order to reuse or recycle it.

Unless otherwise agreed, in order to comply with the take-back obligations pursuant to Section 15 of the German Packaging Act, we shall ensure that the packaging supplied by us is taken back from the customer and recycled in a proper and professional manner. The return shall be effected by collection of the packaging by a third party to be commissioned by us upon request by the customer. The costs incurred for collection and

recovery are to be borne by the customer. If the packaging delivered by us is not returned in accordance with this regulation, the customer shall be responsible for the proper and correct recycling of the packaging at his own expense.

b. If the customer is a final distributor within the meaning of § 3 para. 13 of the Packaging Act, it is pursuant to § 15 para. 1 p. 5 of the Packaging Act obliges end consumers to take appropriate measures to inform them to a reasonable extent about the possibility of returning packaging within the meaning of Section 15 (5) of the Packaging Act. 1 S. 1 No. 1 to 5 of the Packaging Act and their purpose.

10. direct marketing
In the case of a purchase of our goods and services, we are entitled to send you information about our own similar goods or services in the context of direct advertising using the e-mail address collected during the purchase (see § 7 paragraph 3 UWG). You can object to the use of your e-mail address at any time without incurring any costs other than the transmission costs according to the basic rates. In the event of an objection, we will no longer use your e-mail address for direct marketing.

11. miscellaneous
a. The place of performance for all obligations arising from the contractual relationship is Sontheim/Brenz.

b. The contractual relationship shall be governed by the laws of the Federal Republic of Germany, even if deliveries are made abroad. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

c. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship with the customer is the Munich I Regional Court or a statutory place of jurisdiction.

d. Conflicting general terms and conditions are hereby expressly contradicted. They shall only apply if and to the extent that we have agreed to them at least in text form.

e. Should any provision of these Terms and Conditions of Delivery and Payment be or become invalid, the validity of the remaining provisions shall not be affected thereby. In this case, we agree on a provision that comes as close as possible to the objective pursued by the invalid provision.

f. Notifications or declarations to be made to us must at least be in text form.

g. CMC fulfills its responsibility for transparency as a company that manufactures or imports packaging and/or products for the French market by providing, through membership in the approved manufacturers’ association CITEO, the following Identifier Unique (IDU) for the

Household Packaging Division of the Franco-German Chamber of Industry and Commerce published: FR208510_01CMON

General regulatory conditions (medical devices)

These General Regulatory Conditions (“ARB/MP”) relate to medical devices (as defined in Art. 2 No. 1 Medical Devices Regulation (EU) 2017/745) including. accessories whose manufacturer is CMC Consumer Medical Care GmbH, Eichendorffstraße 12-14, 89567 Sontheim/Brenz, Germany, or one of its group companies (“Products”).

The ARB/MP are provided by CMC Consumer Medical Care GmbH if it sells products to the distributor itself or by one of its group companies if they sell products to the distributor (collectively “CMC”).

The ARB/MP apply to “distributors”, i.e. such natural or legal persons in the supply chain who make products available on the market up to the time of commissioning without themselves being manufacturers or importers of such products.

The ARB/MP cover the activities of distributors with respect to the acquisition, possession and supply or making available on the market of products.

The ARB/MP shall apply without prejudice to CMC’s terms and conditions of delivery and payment and shall be applicable to all Products provided by Dealer to the market on or after May 26, 2021. Dealer acknowledges the applicability of these ARB/MP by placing the order for the Products or taking delivery of the Products. These ARB/MP also apply to all future transactions concerning products with the dealer.

1. If Distributor becomes aware of any complaints, suspected incidents and/or instances of Non-Compliant Products (collectively, “Specific Incidents”) with respect to Products it has made available on the market, Distributor shall promptly notify CMC thereof, providing CMC with at least the following information, with personal data redacted: [a] Affected Product (by item/lot no., UDI, quantity), [b] type and background of the particular incident, [c] current known whereabouts of the affected product, [d] type and extent of any reported health damage. Immediate notification must be made no later than 36 hours after the particular incident becomes known, with detailed reports to CMC as needed.

2. The same duty to inform as under Clause 1 shall apply, whether or not the Distributor has already made relevant Products available on the market, if the Distributor considers or has reason to believe that a Product delivered to it is a non-compliant Product and/or a Product presents a serious risk and/or is a counterfeit Product.

3. the understanding of the terms “complaints”, “incidents”, “conformity”, “non-conforming product”, “serious risk” and “counterfeit product” is in accordance with the Medical Devices Regulation (EU) 2017/745.

4. the distributor shall keep systematic records (so-called “register”), in which at least all complaints received from the market and all cases of non-conforming products shall be registered. In this context, the register shall contain the information according to item 1 [a], [b], [c], [d]. Dealer shall permit CMC to inspect the Register and shall provide copies thereof to CMC from time to time and upon request.

(5) In addition to the register, the distributor shall also keep systematic records ensuring the traceability of the products supplied to and made available by the distributor on the market (“traceability records”). Here, the trader documents at least: [a] type of product (according to article/lot no., if applicable UDI), [b] consignee, [c] quantity, [d] date of dispatch, [e] own storage location, if not yet dispatched. The distributor shall keep traceability records for ten years after making the last product available on the market.

6. if Distributor receives requests from authorities for documents or information to prove the conformity of Products, it shall forward such requests to CMC without delay; CMC shall be entitled to take over the response to the official request. Distributor shall also promptly notify CMC and coordinate with CMC if it receives any notice or request from any governmental authority to take corrective action (such as recalls or withdrawals) or to provide free product samples.

7. If Distributor believes or has reason to believe that a Product poses a serious risk or that it is a non-conforming or counterfeit Product and therefore may not make the Product available on the market, Distributor shall immediately inform CMC of the relevant event; in doing so, Distributor shall specifically explain to CMC the concrete circumstances that lead it to such belief or assumption. The same applies if the trader intends to inform authorities about the transaction for the aforementioned reasons. In connection with any suspension of the making available of Products on the market and/or information to authorities, Dealer shall coordinate with CMC in advance regarding the suspension or information.

8. If the manufacturer of products takes a preventive or corrective measure or carries out such a measure in cooperation with authorities (including withdrawals, recalls, sending of so-called Field Safety Notices), the distributor shall provide the CMC (in its capacity as manufacturer or as economic operator of the manufacturer’s group) with the necessary support. Field Safety Notices), the distributor shall provide the CMC (in its capacity as manufacturer or as an economic operator in the manufacturer’s group) with the necessary support; this shall be done in particular by the distributor immediately identifying the supply routes of affected products by means of its traceability records and forwarding notifications prepared by the manufacturer (such as Field Safety Notices) to bodies or its own customers to whom it has supplied the products. Notwithstanding the foregoing, the Distributor agrees to provide the manufacturer of the Products with information (such as feedback from Product users) provided for in the manufacturer’s PMS (Post-Market Surveillance) Plan.

(9 ) While Products are under Dealer’s control, Dealer shall ensure that storage and transportation conditions are in accordance with the manufacturer’s specifications; CMC may, if necessary. be commissioned by the manufacturer to specify such specifications.

10. when making products available on the market, the distributor must always comply with the applicable regulatory requirements (esp. of the Medical Devices Regulation (EU) 2017/745) and act with due care.

11. Before making a product available on the market, the distributor shall verify compliance with the following requirements: The product(s) [a] bear CE markings, [b] correspond to declarations of conformity issued by the manufacturer, [c] are provided with markings or labels (within the meaning of Section 23.1 of the Medical Devices Regulation), [d] are accompanied by instructions for use in the national language(s), [e] in the case of imported products, are provided with the importer’s details (name/company, address). For the testing of the above requirements [a] to [d], the distributor may use a representative sampling method. CMC shall ensure that copies of the declarations of conformity are provided to the Distributor in accordance with requirement [b] above.

12. The Distributor is free to provide the economic operators responsible for the products with information provided for by law, to provide access to registers, to make notifications or forward reports to them and/or to cooperate with them, for instance in case – due to diversity of CMC with such economic operators – such activities of the Distributor are not already represented by these ARB/MP

General regulatory conditions (personal protective equipment)

These General Regulatory Conditions (“ARB/PSA”) refer to products that are classified as Personal Protective Equipment (PPE) within the meaning of Art. 3 No. 1 of the PPE Regulation (EU) 2016/425) and whose manufacturer is CMC Consumer Medical Care GmbH, Eichendorffstraße 12-14, 89567 Sontheim/Brenz, Germany, or one of its group companies (“Products”).

The ARB/PSA are provided by CMC Consumer Medical Care GmbH if it sells products to the distributor itself or by one of its group companies if they sell products to the distributor (collectively “CMC”).

The ARB/PSA apply to “distributors”, i.e. such natural or legal persons in the supply chain who make products available on the market up to the point of putting them into service without themselves being manufacturers or importers of such products.

The ARB/PSA cover the activities of distributors with respect to the acquisition, possession and supply of products.

The ARB/PSA shall apply without prejudice to CMC’s terms of delivery and payment. Dealer acknowledges the applicability of these ARB/PSA by placing the order for the Products or taking delivery of the Products. These ARB/PSA shall also apply to all future transactions concerning Products with the Dealer.

1. If Distributor becomes aware of any complaints, reports of suspected risks and/or instances of non-compliance, in particular failure to comply with essential health and safety requirements (collectively, “Specific Incidents”), with respect to Products it has made available on the market, Distributor shall promptly notify CMC thereof, providing CMC with at least the following information, with personal data redacted: [a] Product involved (by item/batch no., number), [b] nature and background of the particular incident, [c] current known whereabouts of the affected product, [d] nature and extent of any reported health damage. Immediate notification must be made no later than 36 hours after the particular incident becomes known, with detailed reports to CMC as needed.

2. the understanding of the terms “complaints”, “risks”, “non-compliant product”, ” essential health and safety requirements” is based on the PPE Regulation (EU) 2016/425.

3. the Distributor shall keep systematic records ensuring the traceability of the Products supplied to and made available by the Distributor on the market (“Traceability Records”). Here, the trader documents at least: [a] type of product (by article/batch no.), [b] consignee, [c] quantity, [d] date of dispatch, [e] own storage location if not yet dispatched.

(4) If Distributor receives requests from governmental authorities for documentation or information to demonstrate compliance of Products, Distributor shall promptly forward such requests to CMC; Distributor shall coordinate with CMC in advance in responding to the governmental request. Dealer shall also promptly notify CMC if it receives any notice or request from any governmental authority that corrective action (such as recalls or withdrawals) is to be taken.

5. If Distributor believes or has reason to believe that a Product it has made available on the market presents a risk or is non-compliant and therefore must ensure that corrective action is taken, Distributor shall promptly notify CMC of the relevant action, in which case Distributor shall specifically set forth to CMC the specific circumstances that lead it to such belief or belief. The same applies if the trader intends to inform authorities about the transaction for the aforementioned reasons. The Distributor shall take preventive or corrective action (such as product recalls or withdrawals) only in consultation with the Manufacturer.

6. If the manufacturer of products takes a preventive or corrective measure or carries out such a measure in cooperation with authorities (including withdrawals, recalls, sending of so-called Field Safety Notices), the distributor shall provide CMC (in its capacity as manufacturer or as economic operator in the warehouse of the manufacturer) with the necessary support. Field Safety Notices), the Distributor shall provide CMC (in its capacity as manufacturer or as an economic operator in the manufacturer’s warehouse) with the necessary support, in particular by immediately identifying the supply routes of affected products by means of its traceability records and by forwarding notifications prepared by the manufacturer (such as Field Safety Notices) to the entities or its own customers to whom it has supplied the products.

(7) While Products are under Distributor’s control, Distributor shall ensure that storage and transportation conditions do not affect the compliance of the Products with the Essential Health and Safety Requirements and comply with the manufacturer’s notified specifications; CMC may, if necessary, require that the Products be stored in accordance with the manufacturer’s specifications. be commissioned by the manufacturer to specify such specifications.

8. when making products available on the market, the distributor must always comply with the applicable regulatory requirements (esp. of the PPE Regulation (EU) 2016/425) and act with due care.

9. Before making a product available on the market, the distributor shall verify compliance with the following requirements: The product(s) [a] bear CE markings, [b] correspond to declarations of conformity enclosed by the manufacturer or made available online, [c] are provided with identification markings (e.g. batch no.), [d] are accompanied by instructions and information from the manufacturer in the national language(s), [e] in the case of imported products, are provided with the importer’s details (name/company, address). CMC shall ensure that copies of the Declarations of Conformity are provided to Distributor in accordance with requirement [b] above, to the extent not provided online.

10. The Distributor shall be free to provide information, make notifications or forward reports to and/or cooperate with the economic operators responsible for the Products as provided for by law, for instance in the event that – due to differences of CMC with such economic operators – such activities of the Distributor are not already represented by these ARB/PSA.

Terms and conditions of purchase

Preliminary remark
For CMC Consumer Medical Care GmbH and its subsidiaries, as a wholly owned subsidiary of PAUL HARTMANN AG, the General Terms and Conditions of Purchase (hereinafter referred to as “GTCP”) of PAUL HARTMANN AG listed below under points 1-20 shall apply.

1. general
a) These GPC regulate the purchase of contractual products and the provision of services by suppliers to CMC Consumer Medical Care GmbH, Eichendorffstraße 12-14, 89567 Sontheim/Brenz, or one of its group companies (hereinafter “CMC”).

The contractual products to be delivered as well as the services to be rendered shall be specified in the respective purchase order in addition to these GPC, whereby the provisions of the purchase order shall prevail in the event of any contradictions. If a separate written agreement has been made between the parties for the same subject matter, these GPC shall only apply in addition and shall be used subordinately in the event of any contradictions.

b) In these GPC, the following words and terms shall have the following meanings: – “Purchase Order” means the order or delivery call for contractual products or services, in each case in connection with these GPC, without any express reference to these GPC being required in the purchase order. Orders to suppliers shall be placed in each case in the own name and for the own account of the CMC company placing the order in each case;

“CMC” includes CMC Consumer Medical Care GmbH, Eichendorffstraße 12-14, 89567 Sontheim/Brenz, or the subsidiaries belonging to the CMC Group, which places the respective order with suppliers;
“CMC Subsidiary”, means any entity in which CMC Consumer Medical Care GmbH has a direct or indirect interest as a majority or minority shareholder;
“Services” shall include all services provided by Suppliers to CMC, each as specified or indicated in and/or reasonably related to CMC’s Purchase Orders;
“Supplier” includes the respective supplier/vendor/provider of the contractual products and/or services ordered in each case
“Parties” means CMC and Supplier, and “Party” means each of them;
“Contract Products” means all goods, products, spare parts and other quantities delivered, as specified or indicated from time to time in CMC’s purchase orders.

c) The General Terms and Conditions of Contract or the General Terms and Conditions of Business of suppliers are expressly and completely excluded, even if (1) a supplier refers to them in its order confirmations, delivery bills or similar documents and CMC does not expressly object to them or (2) insofar as they only supplement these GPC. The acceptance of deliveries and services by CMC shall not be deemed as consent to any deviating regulations of suppliers.

2. orders, conclusion of contract, changes
a) By accepting a purchase order from CMC, Supplier agrees to comply with all terms and conditions contained in the purchase order, including these GPC.

b) CMC may change Purchase Orders at any time by notice to Supplier, and Supplier shall be bound by such changes unless the changes notified by CMC result in an increase or decrease in cost and/or an extension or shortening of the delivery period and Supplier submits an adjusted quotation to CMC within three (3) business days of receipt of the change notice. If this is the case, the Supplier shall only be entitled to implement the notified changes provided that it receives an order to this effect within five (5) working days. If this is not the case, the supplier shall execute the original order unchanged.

3. performance, delivery and transport conditions
a) Unless otherwise specified in the Purchase Order, the delivery of the Contract Products shall be DAP Place of Receipt (Incoterms 2020). The transfer of risk to CMC shall be determined in accordance with the respective agreed Incoterm.

b) In the case of delivery of contractual products, the shipment must be accompanied by a delivery bill showing the respective order number, the order date, the material number, the quantity and the orderer.

c) Unless otherwise stated in the order, the registered office of the respective ordering CMC company shall be deemed the place of performance for the services.

d) Contract Products or Services provided, performed or delivered to CMC by Supplier ahead of schedule may be rejected by CMC or, in the case of Contract Products, returned to Supplier at Supplier’s expense. If no return is made in the case of early delivery, CMC shall store the contractual products until the agreed delivery date at the expense and risk of Supplier. The payment deadlines according to clause 8.

b) of these GPC shall only begin to run from the agreed delivery or performance date.

e) In case of excess deliveries exceeding the customary amount, CMC also reserves the right to return the excess contractual products at Supplier’s expense.

4. performance and delivery periods, delay
a) The relevant date of performance or delivery is the date stated in the order. In the case of the delivery of contractual products, this is the point in time from which the supplier is obliged to provide the contractual products at the agreed place of performance. The dates stated in the purchase orders – delivery, notification and/or provision dates – are binding for the supplier.

b) If performance, delivery or production difficulties become apparent, the Supplier shall inform CMC thereof in writing without undue delay and take all necessary measures to avoid a delay in performance or delivery.

c) If the supplier does not meet performance or delivery dates, he will be in default without any further fault, without the need for a reminder or setting of a grace period by CMC and CMC is entitled to declare the withdrawal in this case.

d) The unconditional acceptance of a delayed performance or delivery by CMC does not constitute a waiver of any claims.

5. other performance obligations of suppliers, quality of contractual products and services
a) The Supplier shall be obligated to manufacture, deliver and provide the contractual products and services specified in the purchase orders on time, in the correct quantity and in the correct quality.

b) Supplier warrants that (1) the Contract Products and Services have the characteristics and properties defined in the Purchase Order, CMC Specification or other CMC documents, (2) it complies with the (manufacturing)

process, (3) the contractual products as well as the services to be provided comply with the statutory requirements and generally accepted rules in terms of manufacture, provision, quality, condition and usability, (4) the Supplier fully complies with all safety regulations prescribed by law, (5) the contractual products and services are suitable for all types of reasonably expected use and (6) all written and verbal statements and information about its company, the contractual products and the manufacturing process as well as about the services to be provided, which the Supplier has made or provided to CMC in the context of the initiation of the business relationship, are accurate. provided to CMC in connection with the initiation of the business relationship.

c) Supplier shall be obligated to CMC to implement and maintain quality assurance and environmental management measures and controls. These shall be suitable and sufficient to meet the quality and environmental standards agreed upon for the contract products and services between CMC and the supplier. Furthermore, Supplier shall comply with separate provisions applicable at the respective CMC locations, esp. concerning health, safety and the environment. Contractual products and services which suffer from a material or manufacturing defect or any other quality defect may not be delivered or provided without the prior written consent of CMC and shall be rejected by Supplier.

d) The total or partial transfer of an order or the manufacture of contractual products or the provision of services to a third party (subcontractor) may (1) only take place with the prior written consent of CMC and (2) only on condition that Supplier enters into a contractual agreement with the third party which does not fall short of the obligations Supplier assumes vis-à-vis CMC pursuant to the order and these GPC. Even in the event of authorized use of third parties, Supplier shall remain solely and fully responsible to CMC for the proper fulfillment of orders and Supplier shall be liable for acts and omissions of third parties, subcontractors and auxiliary persons.

e) Supplier shall grant CMC or third parties designated by CMC (e.g. regulatory authorities) free access to all necessary departments, premises and facilities (in particular for manufacturing, performance, storage as well as testing of the contractual products and services) and inspection of all relevant documents during its normal business hours.

f) The supplier shall grant the notified body / authority the right to conduct an unannounced audit and shall grant full access to its premises and documents for this purpose.

6. material procurement and supply
a) The supplier is itself responsible for the procurement of raw materials or other

material required for the proper fulfillment of PHAG’s orders.

b) No material (materials, parts, tools, machines, etc.) shall be provided by PHAG; the parties may only make deviating provisions by means of a separate written agreement, with prior consideration of the legal and tax circumstances in the individual case.

7. demand forecast, performance and delivery capacity
a) For the purpose of production planning and ensuring performance and delivery reliability, CMC reserves the right to provide Supplier with a demand forecast. Demand forecasts by CMC are non-binding for CMC. They are subject to ongoing changes by CMC and are used solely to enable Supplier to conduct forward-looking material procurement and performance or delivery capacity planning.

b) The non-binding demand forecast can be made on a rolling basis, usually for the next 12 – 18 months, and can be updated monthly. It can be transmitted electronically to the supplier. The supplier is obliged to check the demand forecast. The consent to the non-binding demand forecast shall be deemed given upon receipt of the respective demand forecast, unless the supplier immediately objects to it for an important reason for which it is not responsible.

c) If a demand forecast of CMC shows that the performance or delivery capacity of the supplier is exceeded, the supplier shall be obliged to notify CMC thereof without undue delay and to make a binding written statement to CMC without undue delay regarding its further delivery or performance capacity.

8. prices, terms of payment, invoicing
a) Unless expressly stated otherwise in an order, the agreed prices for contractual products and services shall be lump-sum fixed prices. In the case of contractual products, the agreed prices include esp. also costs for product and any additionally required transport packaging, but no applicable sales taxes. Sales taxes must be shown separately on the invoice by the supplier.

b) Unless otherwise agreed, payment by CMC shall be made within 60 (sixty) days without deduction. This period shall run from receipt of the invoice, but not before receipt of the complete delivery or performance of the services and, if documentation and test certificates are part of the scope of services, not before they have been handed over to CMC in accordance with the contract.

c) CMC shall be in default of payment at the earliest after receipt of a written reminder from Supplier.

d) Invoices shall be sent to the billing address and billing office indicated in the order.

9 Liability, product liability
a) If and to the extent not otherwise provided for in these GPC, the Supplier’s liability shall be determined in accordance with the statutory provisions.

b) In the event that third party claims are asserted against CMC based on (1) strict liability under non-mandatory law, such as strict liability, or (2) violation of regulatory safety requirements and national or foreign product safety or product liability laws and regulations due to such defects in CMC’s products, which are attributable to the delivery of defective contractual products or to the defective performance of services, Supplier shall be obligated to indemnify CMC against such claims to the extent that the damage caused has its origin in Supplier’s area of responsibility or organization; the indemnification obligation shall be upon first request. Furthermore, Supplier shall reimburse CMC for all costs incurred in connection with appropriate recalls and/or other measures that are either necessary or appropriate to prevent personal injury and/or property damage; CMC shall inform Supplier of the nature and scope of the recalls and other measures and give Supplier the opportunity to comment.

10. warranty
a) If and insofar as not otherwise regulated in these GPC, the rights and obligations of the parties in the event of material defects or defects of title inherent in the contractual products or services shall be determined in accordance with the statutory provisions.

b) CMC shall only randomly inspect the delivered contractual products or the rendered services within the scope of its incoming goods inspection or in the course of the acceptance of services for identity, delivery quantity and obvious transport damages. CMC shall not be obligated to perform any further incoming goods inspections, quality inspections or other inspections vis-à-vis Supplier. In this respect, CMC shall be exempt from any statutory duties of inspection and notification of defects vis-à-vis the supplier. The incoming goods inspection or acceptance of services carried out by CMC shall not release the Supplier from its obligation and sole responsibility for the quality control of the contractual products and services in accordance with clause 5.c) of these GPC.

c) CMC shall give notice of any identity errors, quantity discrepancies or obvious transport damage detected during the incoming goods inspection or acceptance of performance within the reasonable period of time. In this respect, the supplier waives the objection of delayed notification of defects.

d) CMC shall give notice of any defects found within the scope of test reports provided to Supplier in the form of complaints or in any other appropriate form. Incoming notifications of defects shall be checked and answered by the supplier without delay. If the Supplier does not object to the content of a notice of defects in writing within 5 (five) working days of receipt, the content of the notice of defects shall be deemed accepted by the Supplier.

e) If contractual products or services do not meet the requirements of the order, esp. defective in materials or workmanship, CMC may, at its option, proceed as follows and Supplier shall, at CMC’s option, do any of the following: (1) CMC may (1a) reject defective Contract Products or Services, return defective Contract Products or Services to Supplier, at Supplier’s expense, and require replacement delivery or or (1b) cancel the Purchase Order; or (2) CMC may require Supplier to inspect the defective Contract Products or Services and (2a) repair or rework them, or (2b) remove them and replace them with defect-free new or repaired Contract Products or Services. If CMC elects (1a), (2a) or (2b) and Supplier fails to promptly inspect, repair or remove and replace the Contract Products or Services upon request, or if such repair by Supplier is impossible or not commercially reasonable, CMC may itself scrap or cause to be scrapped, repair or replace, and repair or replace such defective Contract Products or Services. In any case CMC may claim damages from Supplier.

f) The costs and damages to be reimbursed by Supplier in the event of material defects or defects of title shall include in particular costs in connection with personal injury, costs of remedying defects as well as the internal expenses of CMC required for this purpose, esp. replacement, dismantling and installation costs, transport costs as well as any attorney’s fees and court costs.

g) If and to the extent not otherwise provided below, Supplier’s liability for defects shall expire 36 (thirty-six) months after delivery to CMC or acceptance of the services rendered. If the contractual products are firmly connected to a building or if it is a matter of an object which is used for a building in accordance with its usual use and causes its defectiveness, the warranty period shall be 5 (five) years from acceptance by the end customer. For this 5 (five) -year period, it is therefore the intended purpose that matters and not whether the contractual products or services used for the construction become essential components of the land or construction.

11. CMC Code of Conduct for Suppliers
a) The supplier undertakes to comply with our Code of Conduct for Suppliers. The Code of Conduct for Suppliers is published at www.hartmann.info.

b) The supplier undertakes to take appropriate measures to ensure that the employees of suppliers are aware of and observe the minimum requirements of our Code of Conduct for Suppliers (e.g. through internal compliance programs by the supplier).

c) The Supplier undertakes to effectively communicate our Supplier Code of Conduct to its suppliers, subcontractors and service providers when awarding CMC-relevant contracts and to demand compliance with it by these third parties accordingly. In the event of rejection or non-compliance by such third parties, Supplier shall promptly notify CMC in writing.

d) In the event of serious violations of our Supplier Code of Conduct, CMC shall be entitled to terminate the respective purchase order extraordinarily and with immediate effect.

e) CMC requires all its business partners to adhere to the same standards. Therefore, CMC expects suppliers to comply with the above mentioned laws and standards and to commit to apply the following 9 principles in connection with the laws and standards mentioned in the Supplier Code of Conduct:
1. compliance with all applicable anti-corruption and anti-trust laws
2. freedom of association and the right to collective bargaining
3. no discrimination and fair pay
4. no child labor and special protection for young workers
5. no precarious employment
6. no slavery or forced labor
7. no unlawful displacement or unlawful appropriation of land, forests and waters
8. health and safety requirements in the workplace. This explicitly includes a compliant working environment with a workplace and work equipment, preventive measures, working time regulations with breaks as well as qualification and training for all employees
9. no harmful soil changes, water pollution, air pollution, noise emissions or excessive water consumption, in particular compliance with international standards such as (i) Limitation of mercury (Minamata Convention), (ii) elimination or restriction of persistent organic pollutants (Stockholm Convention) and (iii) Reduction of shipments of hazardous waste (Basel Convention)
The Supplier may be requested to complete a “Supplier Compliance Statement” in the format provided by CMC. Refusal to complete such a declaration may result in CMC terminating any business relationship with the supplier.

12. termination of contract
a) Until complete delivery of the contractual products or complete performance of the services, CMC may terminate the respective order at any time. If CMC terminates the contract, Supplier shall be entitled to claim the agreed purchase price in the case of contractual products or the corresponding service fee in the case of services (pro rata temporis); in any case, however, Supplier shall be entitled to deduct the expenses saved as a result of the termination of the order. Furthermore, any claims of the Supplier in connection with an early termination, esp. Claims for performance, loss of profit or damages, unless expressly stated otherwise in these GPC, are excluded.

b) CMC may terminate an order that has not yet been completely fulfilled extraordinarily and with immediate effect without the Supplier being entitled to a corresponding purchase price or service compensation pursuant to Section 12.a) of these GPC, in particular. if (1) the Supplier is in default with a delivery or performance of a service, (2) the Supplier becomes insolvent or liquidated or enters into corresponding judicial or extrajudicial composition negotiations with its creditors, or (3) in the case of Clause 11.d) of these GPC.

13. assignment
Supplier shall not transfer or assign the rights and obligations under the Purchase Orders to any third party without CMC’s prior written consent.

14. industrial property rights and copyrights
a) Unless absolutely necessary for the manufacture of the contractual products or the performance of the services, Supplier shall not be entitled to use CMC’s patents, trademarks, designs, product names, registered designs and utility models without CMC’s prior written consent. Any reference to Supplier’s cooperation with CMC requires CMC’s prior written consent.

b) Unless expressly stated otherwise in the order, the supplier hereby assigns all intellectual property rights (patent rights, trademark rights, utility model rights, design rights, registered design rights, etc.) to the “results” of a service (e.g. findings, designs, know-how, programs, processes, etc.), insofar as these arise in the course of the provision of services and irrespective of whether these are capable of being protected by property rights or not, exclusively and without restriction (in terms of time, content, territory) to CMC Consumer Medical Care GmbH. CMC hereby consents to such transfer. The transfer of results is settled by the initial order of a service and the corresponding payment. Based on the results, CMC esp. shall be entitled to apply for and pursue industrial property rights in Germany and abroad in its own name and at its own expense and also to drop such rights at any time. Upon CMC’s request, Supplier shall immediately transfer to CMC, free of charge, any inventions that are capable of being protected by property rights and that are made by its employees in the course of the performance of an order, whereby Supplier shall ensure the right of disposal for this purpose at its own expense. To the extent that copyrights to the Results arise, Supplier hereby grants CMC, free of charge, the exclusive copyrights to the Results, unrestricted as to territory, time and content, in all present and future forms of use. This applies esp. also for copyrighted computer programs (in object and source code). CMC is esp. entitled to reproduce all results without the consent of the Supplier, to transfer them to image, sound and data carriers, to process, edit, transform or translate them and to exploit and distribute them in modified form or in the original.

c) To the extent that results have arisen prior to the commencement of the performance of a Purchase Order or during the performance of services under a Purchase Order but independently thereof, such results shall be called “Non-Contractual Results”. A Party’s ownership of its Non-Contractual Results shall not be affected by these GPC or by any Purchase Order. Supplier shall, however, grant CMC an irrevocable, non-exclusive right of use free of charge, unlimited in terms of person, space, time and content, to Non-Contractual Results as well as to patents and rights of use to be contributed, to the extent that their use is expedient and necessary for the contractual use of the contractual products or services.

d) Supplier shall be liable for the freedom of the results from property rights and rights of use of third parties and undertakes to indemnify and hold CMC harmless from and against claims of third parties due to the infringement of property rights or rights of use by their contractual use. Furthermore, in this case Supplier shall, at CMC’s option and at its own expense, procure for CMC the right to further use or modify the results in such a way that the infringement of the property right or right of use no longer exists. The above provision shall also apply to Non-Contractual Results, provided that they are used by CMC in accordance with Section 15.c) of these GPC.

15. secrecy
a) The business and trade secrets of the respective other party obtained through the cooperation, including in particular. including specifications and technical documents made available to the supplier by PHAG, shall be kept secret and shall not be disclosed to third parties without written permission. The parties undertake to treat as confidential all commercial or technical details which are not in the public domain and which become known to them as a result of the business relationship, not to make them available to third parties and not to use them for their own business purposes.

b) This obligation shall not apply to documents and knowledge which are generally known or which were already known to the receiving party at the time of receipt without the receiving party being obliged to maintain secrecy, or which are developed by the receiving party without exploitation of documents or knowledge to be kept secret. This obligation shall also not apply if the receiving party is obliged to disclose by official or court order.

(c) CMC and its Affiliates shall not be third parties for purposes of this Section 16 to the extent that they adopt the obligations contained herein.

16. safety declaration
a) CMC is an “Authorized Economic Operator” (hereinafter referred to as “AEO”).

(b) Unless Supplier is an AEO or has applied for AEO certification, Supplier warrants that Supplier warrants that (1) Contract Products produced, stored, transported, delivered to a CMC designated point of delivery, or accepted by CMC pursuant to a Purchase Order will be produced, stored, processed, and loaded at secure facilities and secure handling locations, and that such Contract Products will be protected from unauthorized access during production, storage, processing, loading, and transportation, (2) the personnel employed in the production, storage, processing, loading, transportation and receipt of such goods are reliable, and (3) subcontractors acting on behalf of Supplier are informed that they must also take measures to secure the aforementioned supply chain.

17. miscellaneous
a) These GPC replace all previous GPC of CMC that have the same subject matter and are valid in the respective current version.

b) Transmission by fax or e-mail shall be deemed compliance with the written form.

c) The parties agree that documents in electronic form are equivalent to paper form and that they will not dispute the authenticity or accuracy for the sole reason that the documents are presented in electronic form and not in paper form.

18. severability clause
Should any provision of the order or of these GPC be wholly or partially void, invalid or for any other reason unenforceable, this shall not affect the validity or enforceability of the remaining provisions. The parties undertake to agree, in place of the (partially) invalid provision concerned, on a provision that comes as close as possible to its meaning and ensures a corresponding economic success.

19 Applicable law, place of jurisdiction
a) These GPC as well as orders shall be governed exclusively by German law to the exclusion of the conflict of laws provisions of German private law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

b) For all disputes arising from or in connection with an order, the Regional Court of Munich I in Germany shall generally have jurisdiction. CMC shall also be entitled to assert its rights in court at Supplier’s registered office or any other court having subject-matter jurisdiction.