Supplier Code of Conduct - DiscoverIE Article I: General provisions The legal relationships between supplier and customer in connection with the deliveries and/or services of the supplier (hereinafter referred to as "services") shall be governed exclusively by these terms of delivery and payment. General terms and conditions of the customer shall only apply insofar as the supplier has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations. The supplier reserves his property and copyright exploitation rights to cost estimates, drawings, and other documents (hereinafter referred to as "documents") without restriction. The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, must be returned to the supplier immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to documents of the customer: however, these may be made accessible to third parties to whom the supplier has permissibly transferred deliveries. Partial deliveries are permissible insofar as they are reasonable for the customer. The term "claims for damages" in these Terms also includes claims for reimbursement of futile expenses. Article II: Prices, Terms of Payment, and Offsetting The prices are ex works excluding packaging plus the applicable statutory value added tax. All prices contained in offers, order confirmations or elsewhere are subject to change. If the Goods (or any part thereof) have been imported by the Company, the price stated in any quotation or order confirmation shall represent the price in Euros based on the exchange rate between the Euro and the relevant foreign currency in force at the time of the quotation or order confirmation. At the time of invoicing, a currency/exchange rate adjustment factor (if necessary) will be applied to the price quoted or confirmed to take account of any changes in the relevant exchange rate between the date of the quotation or order confirmation and the date of dispatch of the goods to the buyer. Unless otherwise mutually agreed in advance in writing, prices given are only valid for thirty days or until earlier acceptance by the buyer. The Company reserves the right, by giving notice to the Buyer at any time prior to delivery, to increase the price of the Goods to reflect any increase in costs to the Company attributable to: a) any change in delivery dates, quantities or specifications for the Goods requested by the Buyer or any delay caused by instructions from the Buyer or the failure of the Buyer to provide adequate information or instructions to the Company. b) all factors beyond the Company's control, including, but not limited to, foreign exchange rate fluctuations, currency regulations, increases in labor and material costs, or other manufacturing costs. Prices are exclusive of any applicable value added tax or other sales tax or customs duties or import or export duties or brokerage fees or clearance fees that may be levied (whether or not they must be paid in order for the goods to be shipped from one country to another) which the Buyer shall additionally pay to the Company. Payments are to be made free of charge to the supplier's paying office. The customer may only offset claims that are undisputed or have been legally established. The invoice will be issued on the day of dispatch If the order value per order is less than € 150.00, we charge a lump sum of € 25.00 Unless individually agreed, payments are to be made no later than 30 days after invoicing, without deduction. For initial orders, we may demand advance payment of our delivery. In the event of default in payment, we are free to charge default interest of 5% above the respective key interest rate of the ECB (European Central Bank). In addition, the Company reserves the right to claim higher damages. Article III: Retention of title The objects of the deliveries (reserved goods) remain the property of the supplier until all claims to which he is entitled against the customer arising from the business relationship have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the supplier has the choice between different security interests when releasing. During the existence of the retention of title, the customer is prohibited from pledging or transferring by way of security and the resale is only permitted to resellers in the ordinary course of business and only under the condition that the reseller receives payment from his customer or makes the reservation that the ownership does not pass to the customer until the customer has fulfilled his payment obligation. If the customer resells goods subject to retention of title, he hereby assigns his future claims from the resale against his customers with all ancillary rights – including any balance claims – to the supplier by way of security, without the need for further special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the purchaser shall assign to the supplier that part of the total claim which corresponds to the price of the reserved goods invoiced by the supplier. a) The customer is permitted to process the reserved goods or to mix or combine them with other objects. The processing is carried out for the supplier. The customer shall store the resulting new item for the supplier with the care of a prudent businessman. The new item shall be deemed to be goods subject to retention of title. b) The Supplier and the Purchaser hereby agree that, in the event of combination or mixing with other objects not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the proportion resulting from the ratio of the value of the combined or mixed reserved goods to the value of the remaining goods at the time of combining or mixing. In this respect, the new item shall be deemed to be goods subject to retention of title. c) The provision on the assignment of claims according to No. 3 shall apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined, or mixed reserved goods invoiced by the supplier. d) If the purchaser combines the goods subject to retention of title with real estate or movable property, he shall, without the need for further special declarations, also assign to the supplier by way of security his claim, to which he is entitled as remuneration for the combination, with all ancillary rights in the amount of the ratio of the value of the combined reserved goods to the other combined goodsat the time of combination. Until further notice, the customer is entitled to collect assigned claims from the resale. In the event of good cause, in particular default of payment, suspension of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the customer, the supplier is entitled to revoke the purchaser's collection authorisation. In addition, the supplier may, after warning and observing a reasonable period, disclose the assignment by way of security, realise the assigned claims and demand disclosure of the assignment by way of security by the purchaser to the customer. In the event of seizure, confiscation or other dispositions or interventions by third parties, the Purchaser must notify the Supplier immediately. If a legitimate interest is substantiated, the customer must immediately provide the supplier with the information required to assert his rights against the customer and hand over the necessary documents. In the event of breaches of duty by the purchaser, in particular in the event of default in payment, the supplier shall be entitled to withdraw from the contract after the unsuccessful expiry of a reasonable deadline set for the purchaser in addition to taking back the contract; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer is obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract unless the supplier has expressly declared this. Article IV: Time limits for deliveries; Delay; force majeure The observance of deadlines for deliveries presupposes the timely receipt of all documents and releases to be supplied by the customer, in particular plans, as well as compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in time, the time limits shall be extended; accordingly, this shall not apply if the supplier is responsible for the delay. Is the failure to comply with the deadlines due to: a) The Company is not responsible and liable for any delay or failure to perform its obligations under any agreement with the Client in cases of force majeure. "Force Majeure" means any event that is unforeseeable, unavoidable, beyond the reasonable control of the Company and that occurs through no fault of the Company, including but not limited to national or regional emergency, war, civil war or other civil unrest, insurrection, rebellion, revolution, invasion or riot, acts of terrorism, embargoes, economic sanctions or export/re-export controls; Acts or orders of any government agency, agency or other institution, acts of war or acts of foreign enemies, epidemics, pandemics, outbreaks or incidents of disease or contagion (such as the COVID-19 outbreak including other infectious waves and the resulting restrictions), quarantine restrictions, fire, flood, earthquake or other natural disaster. In cases of force majeure, the Company will promptly inform the Client in writing of the nature, anticipated duration (if known) of the force majeure and the measures (if appropriate in the circumstances) that the Company is taking and intends to take to remedy or mitigate the effects of the force majeure event. In addition, if and to the extent in its power, in cases of force majeure, the Company will take reasonable care and efforts in good faith to remedy or mitigate any delay or failure in the performance of its obligations arising from the force majeure without incurring additional costs. b) Virus and other attacks by third parties on the supplier's IT system, insofar as these were carried out despite compliance with the usual care for protective measures, c) Obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible, or d) Late or proper delivery to the supplier, the deadlines shall be extended accordingly. If the supplier is in default, the purchaser may – if he credibly proves that he has suffered damage as a result – demand compensation for each completed week of delay of 0.5%, but no more than a total of 5% of the price for the part of the delivery which could not be used expediently due to the delay. Both claims for damages by the customer due to delay in delivery and claims for damages in lieu of performance, which exceed the limits specified in No. 3, are excluded in all cases of delayed delivery, even after expiry of any deadline set for the supplier for delivery. This does not apply if liability is assumed in cases of intent, gross negligence or injury to life, limb or health. The customer may only withdraw from the contract within the scope of the statutory provisions if the delay is attributable to the supplier. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions. At the request of the supplier, the purchaser is obliged to declare within a reasonable period whether he wishes to withdraw from the contract due to the delay in delivery or insists on delivery. A withdrawal from the contract on the part of the customer is only possible with the prior consent of the supplier. If, at the request of the customer, dispatch or delivery is delayed by more than one month after notification of readiness for dispatch, the purchaser may be charged storage fees amounting to 0.5% of the price of the objects of delivery for each additional month or part thereof, but no more than a total of 5%. The contractual partners are at liberty to prove higher or lower storage costs. Article V: Export Control The sale, resale or other disposal of certain goods, related technology or documentation and other services may be subject to the export control laws, regulations and orders of Germany and may also be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders and acknowledges that it will not export any Services, directly or indirectly, to any country to which such export or transfer is restricted or prohibited. The customer acknowledges his responsibility to obtain a license to export, re-export or immission, if necessary. The Client must, if requested by the Company, prove upon request that he has done so. Failure to receive them does not entitle Customer to withhold or delay payment of the price for the Services. Any additional costs or costs incurred by the Company as a result of such failure shall be borne by the Client. Article VI: Transfer of risk The risk shall pass to the customer as follows, even in the case of freight-free delivery: a) On delivery, if it has been dispatched or collected. At the request and expense of the customer, the delivery shall be insured by the supplier against the usual transport risks. Article VII: Receipt The customer may not refuse to accept deliveries due to insignificant defects. Article VIII: Material defects The supplier shall be liable for material defects as follows: For those parts or services, at the discretion of the supplier, repairs, new deliveries or new services shall be repaired, re-delivered or re-provided free of charge, provided that the cause of this defect already existed at the time of the transfer of risk. Claims for supplementary performance shall become statute-barred 12 months after the commencement of the statutory limitation period; The same applies to withdrawal and reduction. This period does not apply insofar as the law stipulates longer periods pursuant to §§ 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) BGB, in the event of intent, fraudulent concealment of the defect and non-compliance with a quality guarantee. The statutory provisions on suspension of expiry, suspension and recommencement of the deadlines remain unaffected. Notices of defects by the customer must be made immediately in writing. In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payment if a notice of defects is asserted, the justification of which cannot be doubted. The customer has no right of retention if his claims for defects have become statute-barred. If the notice of defects is unjustified, the supplier is entitled to demand reimbursement of the expenses incurred by him from the customer. The supplier shall be given the opportunity to remedy the defect within a reasonable period. If the supplementary performance fails, the customer may – without prejudice to any claims for damages pursuant to No. 10 – withdraw from the contract or reduce the remuneration. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences that are not assumed under the contract, as well as in the case of non-reproducible software errors. If the purchaser or third parties carry out improper modifications or repair work, there shall also be no claims for defects for these and the resulting defects. Claims for damages by the customer due to a material defect are excluded. This does not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb or health and an intentional or grossly negligent breach of duty by the supplier. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions. Further or other claims of the customer than those regulated in this Art. VIII due to material defects are excluded. All warranty claims of the customer shall become statute-barred two years after the commencement of the statutory limitation period. This limitation period does not apply to damage caused intentionally or through gross negligence, damage to life, limb, and health as well as mandatory limitation periods. Article IX: Industrial property rights and copyrights; Defects of title Unless otherwise agreed, the supplier is obliged to render the delivery free of industrial property rights and copyrights of third parties (hereinafter referred to as "property rights") only in the country of the place of delivery. If a third party asserts justified claims against the Purchaser due to the infringement of property rights by the Supplier and deliveries used in accordance with the contract, the Supplier shall be liable to the Purchaser within the period specified in Article VIII No. 2 as follows: The supplier shall, at his discretion and at his own expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them. If this is not possible for the supplier under measured conditions, the purchaser shall be entitled to the statutory rights of withdrawal or reduction. The obligation of the supplier to pay damages is governed by Art. XII The above-mentioned obligations of the supplier shall only exist if the purchaser notifies the supplier immediately in writing of the claims asserted by the third party, does not acknowledge an infringement and all defensive measures and settlement negotiations are reserved for the supplier. If the customer discontinues the use of the delivery for damage minimization or other important reasons, he is obliged to inform the third party that the cessation of use is not associated with an acknowledgement of an infringement of property rights. Claims of the customer are excluded insofar as he is responsible for the infringement of property rights. Claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer or used together with products not delivered by the supplier. In the event of infringements of property rights, the provisions of Art VIII No. 4 and 5 shall otherwise apply to the claims of the customer applicable in No. 1a). In the event of other defects of title, the provisions of Article VII shall apply accordingly. Further or other claims of the customer against the supplier and his vicarious agents due to a defect of title other than those regulated in this Art. VI II are excluded. Article X: Reservation of performance The fulfilment of the contract is subject to the proviso that there are no obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law as well as no embargoes or other sanctions. The customer is obliged to provide all information and documents required for export, shipment, or import. Article XI: Impossibility, Contract Adjustment If the delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the customer's claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be used expediently due to the impossibility. This limitation does not apply if liability is assumed in cases of intent, gross negligence or injury to life, limb or health; a change in the burden of proof to the disadvantage of the customer is not associated with this. The right of the customer to withdraw from the contract remains unaffected. If events within the meaning of Art. IV No. 2 a) to c) significantly change the economic significance or the content of the delivery or have a significant effect on thesupplier's business, the contract shall be adapted appropriately in good faith. Insofar as this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. The same applies if required export licenses are not issued or cannot be used. If he wishes to make use of this right of withdrawal, he must inform the customer immediately after becoming aware of the consequences of the event, even if an extension of the delivery time was initially agreed with the customer. Article XII: Other Claims for Damages Unless otherwise stipulated in these terms and conditions, claims for damages by the customer, regardless of the legal grounds, due to breach of obligations arising from the contractual obligation and from tort, are excluded. This does not apply if liability is assumed as follows. According to the Product Liability Act. In case of intent. In case of gross negligence of owners, legal representatives, or executives. In case of malice. In the event of non-compliance with a guarantee given. Because of culpable injury to life, limb, or health; or Due to the culpable breach of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless another of the cases exists. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions. Article XIII: Place of jurisdiction and applicable law If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the supplier. However, the supplier is also entitled to sue at the customer's registered office. This contract, including its interpretation, is subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Article XIV: Bribery and Corruption An essential part of the supplier's corporate policy is compliance with strict rules against bribery and corruption (see also UK Bribary Act 2010). These are strictly defined in the supplier's code of conduct and can be viewed. It is inadmissible on the part of the customer to violate these rules. A violation of these rules on the part of the customer can lead to the withdrawal of the supplier from the contract and, in extreme cases, to the termination of the business relationship. Article XV: Modern Slavery The supplier rejects any business relationship with companies that violate the rules of "Modern Slavery" (see also -UK Modern Slavery Act 2015-). The customer is obliged to comply with these rules. A violation and if such violations become known on the part of the customer, this may be a reason for immediate termination of the business relationship. Any costs shall be borne by the customer. The supplier is entitled to insist on the elimination of such violations of the rules on the part of the customer within an acceptable time frame. Article XVI: Binding nature of the contract The remaining parts of the contract shall remain binding even if individual provisions are legally invalid. This does not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.