GENERAL TERMS AND CONDITIONS OF PURCHASE

1. Validity
1.1 These General Terms and Conditions of Purchase shall apply exclusively to our orders or the purchase of goods, services, rights or licenses (also referred as “General Terms and Conditions of Purchase”).
1.2 Deviating terms and conditions, e.g. from (preceding) offers or from order acceptance letters of the contractor, shall only be binding for us if their validity has been expressly confirmed by us in writing. Exceptional agreements (amendments, supplements) deviating from our General Terms and Conditions of Purchase shall only apply to the relevant transaction for which they have been confirmed by us in writing.
1.3 Insofar as the term "Order" is referred to in the following, this shall mean the purchase, work, service and/or leasing contract relationship. The supplier or service provider is hereinafter referred to as "Contractor", the placing of the order as "Order" and neoom ag or its affiliated companies as "Client" or "NEOOM".
1.4 By accepting and/or executing our Orders, the contractor acknowledges the exclusive applicability of our General Terms and Conditions of Purchase. In the event of a continuous business relationship, future/subsequent Orders, including those placed verbally, shall be deemed to have been placed in accordance with our Terms and Conditions of Purchase, even if no separate reference is made thereto.

2. Offers
2.1 The Contractor shall match the quantities and quality exactly to our request. Deviations in quantity and quality shall be clearly emphasized and shall only be permitted with our prior written consent.
2.2 If approximate quantities (e.g. "circa") are stated in the Order, the Contractor agrees to overruns and underruns in our Orders to a minor extent in relation to the order total.
2.3 If errors in the specification of the ordered quantity or in the ordered properties are obvious or if ambiguities arise from the Order, the Contractor shall be obliged to send a warning notice to the Client. In this case, the Contractor shall not be entitled to execute the order until the Client has corrected the Order after receipt of the warning notice. If the Contractor carries out the Order despite ambiguities or obvious errors, the Contractor shall bear any additional expenses.
2.4 Offers, cost estimates, plans, test certificates for technical equipment and all other documents shall always be prepared free of charge. Samples shall also not be remunerated by us.

3. Order and order confirmation
3.1 Notwithstanding any offers of the Contractor, contracts shall be concluded exclusively with the content of our Orders transmitted in writing, by fax or by e-mail. Our Orders shall only be valid if a NEOOM order number is stated in them.
3.2 Orders placed verbally or by telephone as well as supplements, amendments and deviations of any kind shall only become binding for us if we confirm them in writing, by fax or by e-mail. The date of the Order shall be the date of our Order, but in the case of Orders placed verbally or by telephone, the date of our written confirmation.
3.3 Our Orders shall be confirmed in writing by the Contractor stating our Order number within the period specified by us, and otherwise within 2 working days from the date of the Order at the latest. A contract shall only be concluded if the Contractor clearly emphasizes deviations from our Order in the Order confirmation and we expressly confirm these deviations in writing or by fax or e-mail. The unconditional acceptance of the goods shall not be deemed to be consent to the deviation. If the Order confirmation is not received in due time, but the contractor delivers the goods and they are accepted by us, the contract shall be concluded with the inclusion of our Terms and Conditions of Purchase and with the content of our Order. Any additional costs incurred due to late Order confirmations shall be borne by the contractor.
3.4 By accepting our, the Contractor guarantees its professional execution. In particular, each production must precisely correspond to the drawing attached to the Order.
3.5 By confirming an order or accepting an Order, the Contractor declares and is liable for the fact that all prerequisites for the fulfillment of its performance, in particular also legal prerequisites (e.g. business licenses) are fulfilled.

4. Delivery period / performance period
4.1 The delivery or performance period shall commence on the date of the Order. If no deadline is agreed, delivery or performance shall be effected without undue delay.
4.2 If a delay in delivery or performance is to be expected, we shall be notified thereof immediately in writing, by fax or email, stating the reasons and the expected duration of the delay. In the event of a delay in delivery performance, we shall be entitled to the statutory claims. Any additional cost resulting therefrom shall be borne by the contractor.
4.3 Agreed delivery dates are binding and shall be complied with. Advance or partial deliveries shall only be permitted with our prior written consent. Any additional costs resulting therefrom shall be borne by the Contractor.
4.4 In particular, a delivery or service more than one day before the agreed date shall only be permitted with our consent. In any case, we shall not suffer any disadvantage from such a delivery or service. The payment and discount period (15.2) shall in any case not begin to run before the originally agreed date.
4.5 We reserve the right to postpone the date of delivery or performance, but shall notify the Contractor thereof in writing or by means of e-mail or digital data traffic no later than three weeks before the agreed date.

5. Delivery, takeover and insurance
5.1 The delivery/service shall include both the establishment of operational readiness and assembly, commissioning and any training. In addition, the delivery also includes certificates and attestations.
5.2 The Contractor shall make the ordered goods (works) available to us in accordance with the Order at its own expense and risk at the place of storage, installation or use determined by us ("DDP" according to Incoterms 2020). This shall also apply without restriction to dangerous goods within the meaning of the applicable Austrian law on the transport of dangerous goods. Cash on delivery shipments are not accepted by us. The shipment shall be accompanied by a packing list and, furthermore, a separate delivery bill for each Order number, stating the Order number and article number and, if applicable, a copy of the drawing attached to the Order. If we suffer any disadvantages as a result of failure to comply with these obligations, the Contractor shall be liable.
5.3 The delivered items shall be handed over to our employees authorized to do so at the place of destination. Acceptance of the items shall take place quantitatively upon their arrival at the place of destination, but qualitatively only upon their processing or use. Our employees are not authorized to confirm upon acceptance that the items are free of quality defects or have been delivered in the ordered quantity. If an employee nevertheless confirms that he has taken over the items in good order, his declaration shall in any case not also extend to the fact that the items are free of quality defects.
5.4 The Contractor shall adequately insure the delivered goods against damage of any kind at its own expense. He shall provide us with evidence of the conclusion of such insurance policies and, in the event of insured events, shall assign the claims arising from such insurance policies to us upon our request. If the Contractor fails to provide evidence of the conclusion of such insurances without delay, we shall be entitled to conclude such insurances at the Contractor's expense after the fruitless expiry of a one-month grace period, but no later than the day before the start of the delivery.
5.5 Products subject to special product regulations, such as Austrian chemicals law, shall be classified, packaged and labeled in accordance with the regulations.
5.6 In the case of delivery of technical systems and equipment, our operating personnel shall be trained without additional charge (i.e. within the scope of the agreed remuneration). In the case of delivery of systems and equipment to be installed by third parties, the necessary installation plans in German (including all connections, any base training, etc.) shall be attached to the Order confirmation.
5.7 In the case of deliveries from abroad, the inscriptions shall be in German; the operating instructions and manuals shall be in German.
5.8 When delivering elaborations (e.g. plans, documents, etc.), the Contractor shall provide them both in written form and in digital form, in a commercially available file format.
5.9 In the case of sea freight deliveries, the 3 original B/Ls shall be sent to us immediately after completion. Additional costs resulting from delayed transmission will be charged to the contractor.

6. Packaging, labeling and shipping; declaration of exemption from duty; problematic substances, material compliance requirements
6.1 Irrespective of the agreed Incoterm, the Contractor shall pack, mark and ship the ordered goods in a suitable manner at its own expense and risk. This shall also apply without limitation to dangerous goods. In doing so, the applicable Union and Austrian regulations shall always be complied with. If, by way of exception, we should assume the costs of packaging, we shall be charged for their cost price and these shall be shown separately on the invoice. In this case, too, the contractor shall bear the risk for the consequences of defective or improper packaging or labeling. If claims are asserted against us by third parties due to defective or improper packaging, labeling and/or shipment of the goods (works), the contractor shall indemnify and hold us harmless in full.
6.2 If the Contractor participates in a nationwide system of packaging disposal in Austria (such as ARA = Altstoff Recycling Austria AG), the following legally binding declaration shall already be included in the offer, but also in each delivery bill and in each invoice: "The packaging of all goods listed is discharged via the license number ......". Additional charges or costs, such as deposits or disposal costs, shall not be recognized by us. If the Contractor fails to make such a declaration of exemption, he shall collect or take back the packaging material and issue a credit note for it. If the Contractor fails to comply with this obligation, we shall be entitled to have the disposal carried out by third parties at the Contractor's risk and expense.
6.3 The Contractor shall dispose of all delivery items or residues of such delivery items that are to be assessed as "special waste" according to their intended use at its own risk and expense either itself or take them back for disposal. If the Contractor does not comply with this obligation, we shall be entitled to have the disposal carried out by third parties at the risk and expense of the Contractor.
6.4 In case of shipment by means of pallets, the Contractor shall use its own EUR exchange pallets, which shall be exchanged upon handover to us.
6.5 If wood is used for packaging, it must comply with the applicable Community (EU) phytosanitary regulations.
6.6 When packing, the Contractor shall not exceed the length of 1230 mm, the width of 850 mm and the height of 1300 mm per package. If this is not possible, additional packages shall be provided.

6.7 The material compliance requirements apply to all deliveries to neoom. These are summarized in the ‘neoom material compliance guidelines’ which can be found at www.neoom.com as defined product features. All products delivered to neoom must comply with the requirements specified in the neoom material compliance at the point of contractual fulfillment. Where these guidelines are not complied with, the relevant product delivered to neoom shall be deemed to be defective. Furthermore, the supplier undertakes to provide neoom with the required product information free of charge for checking compliance with the legal provisions and the neoom material compliance, and to file the requested material data information (declarations) to the designated online platform in full and correctly. The supplier must furthermore check whether it has the most up-to-date neoom material compliance every 6 months, as a minimum.

7. Passing on the Order / sub - entrepreneur
7.1 A complete or partial passing on of our Orders to third parties is only permissible with our written consent.
7.2 Any disclosure without our consent shall entitle us to withdraw from the Order immediately. In addition, we shall be entitled to assert claims for damages.

8. Drawings, tools, molds, models, etc.
8.1 The samples, models, drawings, sketches, tools, molds and other aids provided to the Contractor for the preparation of offers or for the execution of Orders of the Client shall remain the property of the Client. The Client shall be entitled to the copyright to such items. The contractor shall maintain the samples, models, drawings, sketches, tools, molds an other aids provided during the period of provision at its own expense and shall be liable to the Client for any kind of deterioration and / or loss.
8.2 If the Contractor has to produce such items for such purposes for the account of the Client, it shall purchase the materials required for this purpose on behalf of the Client and shall also have them delivered for the Client. The purchase price shall be invoiced by the subcontractor directly to the principal, in the first instance against any down payment. Upon payment of the materials, ownership of the items to be produced, even if not completed, shall pass to the Client, who shall also be entitled to the exclusive right to use the work.
8.3 Such items shall be treated confidentially and may neither be made accessible to third parties nor used for other purposes, including advertising purposes. They shall only be provided to the Contractor for the intended use as long as this is necessary for the fulfillment of the Order. They shall be handed over to the Client immediately upon delivery (performance) or upon revocation of the Order (withdrawal from the contract) and otherwise upon the Client´s request.

9. Confidentiality
9.1 The Contractor shall be obliged to keep secret any information (also with regards to drawings, tools, molds, models, etc.)  which the Contractor has received from us in relation to our Order and which is not generally accessible and shall not make such information available to persons outside the company. The obligation to maintain secrecy shall apply even if the contract negotiations have not resulted in the conclusion of a contract. Press releases or other communications in connection with the Order may only be made after approval by the Client.
9.2 The Contractor may only use the information available to it to fulfill its obligations under the Order. The Contractor shall be obligated to transfer the duty to maintain secrecy of all information to all its employees and authorized representatives. Disclosure of information to persons who are not subject to confidentiality is not permitted.
9.3 The obligation to maintain confidentiality of all information obtained shall continue to exist without restriction even after termination of the contractual relationship or after termination of the contractual negotiations.

10. Property rights
10.1 The results of an Order shall become our free property, so that we may freely dispose of them at any time. We may claim any legal scope of protection (for example trademark rights, design protection, patent protection, etc.) for all results. With the agreed price, all industrial property rights are transferred to us.
10.2 The Contractor expressly acknowledges that we are entitled to the exclusive right to register such industrial property rights without the need for a separate agreement. If declarations of the Contractor are necessary for the registration of such property rights, the Contractor shall be obliged to indicate all declarations to authorities and to third parties, in whatever form.
10.3 If licenses are necessary, the Contractor shall procure them. We may use inventions of the Contractor in the performance of our Order free of charge. The Contractor shall indemnify and hold us harmless in the event of infringement of third-party property rights in connection with the ordered delivery or service and to fully compensate any damage resulting therefrom.
10.4 The Contractor shall retain the statutory copyright when creating a work. The Contractor undertakes to grant us the exclusive, unrestricted and unlimited right to use the work in terms of space, content and time. This shall also include the right to publish, to reproduce, to exploit, to modify and to transfer without the Contractor being entitled to any special remuneration for this.

11. Default, withdrawal and contractual penalty
11.1 In the event of a delay in delivery or performance or in the event of delivery or performance in breach of contract, we shall be entitled - without prejudice to any further-reaching claims - to withdraw from the contract either immediately or by granting a grace period of 14 days or to insist on performance of the contract. We shall have the same rights if an application by the Contractor for the opening of insolvency proceedings has been rejected for lack of assets to cover costs.
11.2 In the event of delay or delivery or performance contrary to the contract, we shall also be entitled to demand a contractual penalty of 10% of the total Order amount instead of performance of the contract or, in addition to the delayed performance, a contractual penalty of 1% of the total Order amount for each commenced week by which the delivery or performance deadline has been exceeded. We reserve the right to claim the contractual penalty, but also damages exceeding the amount thereof, in any case irrespective of the amount of the Order sum and even if we accept the delayed delivery or service.
11.3 We shall also be entitled to the contractual penalty if the Contractor is not at fault for exceeding the delivery or performance deadline. If, however, the delay is due to force majeure or circumstances within the Client´s sphere of risk (e.g. the Cient´s delayed cooperation, etc.), the obligation to pay the contractual penalty shall remain in effect. However, if the Contractor notifies such circumstances without undue delay and provides evidence thereof upon the Client's request, the delivery or performance period or the delivery or performance date shall be extended by the duration of the effect of such circumstances. The agreed contractual penalty shall then - except in the case of unreasonableness - ensure compliance with the period or deadline thus extended. Force majeure shall not include lawful strikes and the circumstance that materials, workpieces or finished goods have only been received as rejects.
11.4 The above provision on contractual penalties in the event of delayed performance shall also apply without restriction to contractual penalties agreed for other reasons (such as to ensure special properties).
11.5 We shall be entitled to withdraw from the contract no later than two months prior to the agreed delivery or performance date (prior to the end of the agreed delivery or performance period) with regard to those items of delivery or performance or those parts of such items which are no longer used due to technical changes, changes to the parts lists, changes to the forecast planning, or for comparable other reasons; in this case, claims for damages by the Contractor shall be excluded.

12. Transfer of risk
The risk shall not pass to us until the Contractor has handed over the delivery (service) to our authorized employees (5.3), they have inspected the delivery (service) at the place of destination and accepted it as proper and the Contractor has also properly fulfilled all ancillary obligations, such as the provision of the necessary test certificates, descriptions, operating or usage instructions, copies of the drawings attached to the order and all other necessary documents as well as the assembly, commissioning, training and all other precautions necessary in the individual case.

13. Warranty and guarantee
13.1 The Contractor's deliveries and services shall always comply with the general and special standards applicable in Austria, e.g. for the protection of employees, for environmental protection and in the field of safety engineering, but also with the generally accepted rules of technology, the requirements of the accident prevention service of the General Accident Insurance Institution (A 1200 Vienna, Adalbert-Stifter-Straße 65) and the quality specified by the Client, even if the Contractor has not been informed of the intended use. The regulations on the transport of dangerous goods and on hazardous waste as well as special storage and operating regulations shall also be strictly observed; in this respect the Contractor shall also be obliged to the Client to exercise due care and to provide information.
13.2 The warranty period shall be two years for movable items - without prejudice to longer statutory or contractual periods. This period shall commence upon the qualitative takeover (5.2).
13.3 It shall be at our discretion whether we demand improvement, replacement of the item, price reduction or - if the defect is not minor - rescission. If we demand improvement, the Contractor shall immediately remedy any defects occurring during the warranty period at its own risk and expense. At our request, the Contractor shall immediately replace defective parts of the delivery or service with defect-free parts at its own risk and expense. In urgent cases, we shall also be entitled, after notifying the Contractor, to remedy defects ourselves without a period of grace at the Contractor's expense or to have them remedied by third parties, without this affecting our claims on account of these defects. If there is imminent danger, we may proceed in this way ourselves without notifying the Contractor. If a period of grace is to be observed or set, such a period of 14 days shall be deemed reasonable. If defects cannot be remedied on the spot, transport costs shall be borne by the Contractor.
13.4 The Contractor expressly guarantees us freedom from defects during the warranty period. The delivery item must have the warranted characteristics, provide the agreed performance and correspond to the state of the art in its design and material. It must not be afflicted with defects which nullify or reduce the value or the suitability for the usual use or the use assumed or made known at the time of the order.
13.5 The Contractor shall waive the defense of late notice of defects in the case of both obvious and hidden defects. Payments shall not be deemed a waiver of warranty claims.
13.6 Exclusions of liability in any respect as well as limitations of liability of the Contractor, in particular under the title of warranty or damages, shall not be accepted unless expressly negotiated in detail and recorded in writing.

14. Damages and product liability
14.1 We shall be entitled to damages and recourse claims, including all claims under the Austrian product liability provisions, to the full extent. We reserve the right to decide at our discretion whether, due to the defect in the delivery or service itself, we shall first request either improvement or replacement of the item or immediate monetary compensation. If we demand improvement, the Contractor shall remedy the defects immediately at its own risk and expense. Upon our request, the Contractor shall immediately replace defective parts of the delivery or service with defect-free parts at its own risk and expense. In the event of any kind of damage, the Contractor shall bear the burden of proof that he is not at fault for the entire duration of the limitation period. Exclusions of liability or limitations of liability as well as the obligation to transfer them are not agreed to our detriment. The contractor shall also be liable for the fault of his subcontractors as for his own fault.
14.2 If claims are asserted against us by third parties due to defective material within the meaning of the product liability provisions, the Contractor shall indemnify and hold us harmless in full.
14.3 The Contractor is obliged to provide us with a complete but easily understandable instruction manual in German, to keep all necessary documents, to closely monitor the product and furthermore, if necessary, to recall defective goods at its expense, to immediately hand over the manufacturing documents and to provide all reasonable assistance as well as to name the producer or importer within 14 days.
14.4 The Contractor shall be liable for ensuring that, if any sub-suppliers are commissioned, the delivery is made on the terms agreed with us. The Contractor shall be liable for the conduct of its sub-suppliers as for its own.

15. Price and payment conditions; set-off
15.1 All prices are unchangeable prices and net prices within the meaning of § 11 of the Umgründungssteuergesetz 1994 (UStG). The prices shall apply in accordance with item 5 free place of installation or use (Incoterms 2020 - "DDP"). Changes in tax law or other changes in circumstances shall not entitle the Contractor to a subsequent price increase; in particular, fluctuations in exchange rates shall also be borne by the Contractor.
15.2 In the event of payment - also of each individual partial invoice - within 30 days, we shall be entitled to deduct a 3% discount. Otherwise, the invoice amounts shall be due for payment within 60 days. The payment periods shall be calculated - subject to our rights under 4.5 - from the date of receipt of the invoice corresponding to our terms and conditions (in particular 16.), but if the risk (12.) passes to us later, from the date of the passing of the risk. The payment deadlines shall also be set in motion only after the contractual deliveries and services have been provided without any defects. Invoices that do not comply with the terms and conditions shall also not set the payment periods in motion. Payments shall not be deemed a waiver of the assertion of defects and claims for damages.
15.3 The Contractor has based the agreed price on a sound cost calculation; accordingly, price increases are not to be expected for follow-up Orders. The positive results of the savings potentials raised by the cooperation shall be taken into account accordingly in the pricing for follow-up Orders.
15.4 We shall be entitled at any time to set off claims of any kind to which we or companies in a group relationship with us (in particular our subsidiaries) are entitled against the Contractor's claims. Only the prices agreed between the parties in the contract may be offset. There are no ancillary agreements.
15.5 If a consortium is a contractor, it shall, when placing the Order, disclose a bank account to which all payments under this Order shall be made with debt-discharging effect.
15.6 We shall be entitled to pay by bank transfer, check or three-month bill of exchange at our discretion. The payment deadline shall be deemed to have been met if the amount owed has been instructed by us for transfer to a banking institution at the due date.
15.7 In the event of default in payment, reminder charges and collection costs against us exceeding the threshold of § 458 of the Austrian Commercial Code (UGB) shall be excluded, unless we are proven to have acted with gross negligence or intent.

16. Accounting - assignment note
16.1 Invoices shall be issued for the deliveries made and services rendered in accordance with the statutory requirements applicable form time to time. Invoices shall always be sent simply, quoting the Order number. Invoices for deliveries of goods shall also state the mode of shipment; invoices for work services shall also be accompanied by copies of the confirmed wage or time sheets.
16.2 In the case of intra-Community acquisition, the Contractor from another EU member state shall not invoice VAT, but shall quote its VAT identification number (UID) and that of NEOOM (UID no. ATU 68932505)
16.3 The Contractor shall be liable for compliance with the obligations under tax law incumbent upon it, failing which it shall indemnify us and hold us harmless.
16.4 The Contractor shall not be entitled to assign or pledge claims against us in whole or in part.

18. Non-solicitation agreement
18.1 The Contractor shall not directly or indirectly entice away, hire or otherwise employ any of our employees for itself or for third parties during the period from the conclusion of the contract until the expiration of twelve months after its complete fulfillment.
18.2 If he violates this obligation, we shall be entitled to demand a contractual penalty from him for each violation in the amount of six times the gross monthly salary of the employee concerned.

19. Certifications
The contractor undertakes and his suppliers to act in accordance with the following standards: ISO 9001, ISO 14001, ISO 45001 and to comply with all applicable legal provisions in all activities related to the execution of the contract.
The contractor will introduce appropriate management systems within the scope of his possibilities. The contractor undertakes to comply with the principles of the UN Global Compact Initiative (www.unglobalcompact.org) and to comply with the Modern Slavery Act 2015 (www.legislation.gov.uk)