Supplier’s commencement of performance in any destination in accordance with the INCOTERMS or

Leybold General Terms and Conditions

manner, (ii) sending of an invoice or (iii) acceptance in the event that INCOTERMS are not applicable at
for Purchase and Ordering of Products of any payment in relation to the PO, shall constitute the named destination.
and Services unconditional acceptance of the PO.

3. Terms of Payments 6. Delays

Leybold General Terms and Conditions for
purchasing and ordering of products and services
3.1 The Contract Price shall be firm and fixed. 6.1 The Supplier shall notify the Ordering Party
shall apply to all contractual relationships between Unless otherwise agreed in the PO, the Contract immediately in writing if any delivery or
the Supplier and the Ordering Party (the “Parties”), Price includes all levies, taxes, fees and duties performance is delayed or likely to be delayed
respectively as defined below. applicable to the performance of the Service or the beyond its specified date.
delivery of the Product at the named destination and
1. Definitions and Applicability the Supplier shall promptly pay all such taxes, fees 6.2 Except with prior written consent of the
or duties and immediately indemnify the Ordering Ordering Party, if the performance of the Service or
Party if the Ordering Party is called upon to pay the delivery of the Product at the named destination is
1.1. The following defined terms shall have the same. The Contract Price also includes the cost of delayed beyond the performance date or delivery
following meanings: packaging. date, the Supplier shall be liable for liquidated
damages without prejudice to the Ordering Party’s
“Contract” shall mean the contract between the 3.2 Any payment shall be made in accordance right to claim compensation from the Supplier for
Supplier and the Ordering Party consisting of these with the terms specified in the PO. Unless agreed any additional damage arising out of or in
Leybold GT&C and the Purchase Order. otherwise in the PO, the Supplier shall be entitled connection with the delay. Unless stated otherwise,
to invoice for payment for the Products and the liquidated damages due by the Supplier for a
“Contract Price” shall mean the total sum set forth Services only when delivery of the Products or delay shall be 1% of the Contract Price for each
in the Contract to be paid by the Ordering Party to performance of the Services has occurred in commenced week of delay up to a maximum of 10%
the Supplier for the due and timely delivery of the accordance with the Contract. Payments due by the of the Contract Price without any requirement to
Products. Ordering Party shall then be made within 90 days prove actual damage.
net end of month. The Ordering Party shall not be
“Ordering Party” shall mean all Leybold companies. under any obligation to make any payment if the 6.3 The liquidated damages shall be due from
Supplier is in breach of the Contract and for so long the time that such liquidated damages are
“Product” shall mean any equipment, instruments, as such breach continues. Payment by the Ordering claimed and may be deducted by the Ordering Party
materials, articles, documentation, packaging, Party shall not be deemed to constitute an from the Purchase Price. The payment of any
computer hardware and software and items of all acceptance of the Product or Service. liquidated damages does not release the Supplier
kinds to be provided by the Supplier under the from its duty to deliver the Products or perform the
Contract. 3.3 The invoice shall at least include the Services.
Supplier's reference number, the date and number
“Purchase Order” and “PO” shall mean the of the PO, the payment due date, the quantity and 6.4 The Ordering Party may arrange for
purchase order to which these Leybold GT&C Product reference or description of Services substitute performance by a third party or undertake
apply, issued by the Ordering Party to the Supplier performed, the date of the delivery or performance, performance itself at the expense of the Supplier if
for the Products or Services (including all the agreed price. a further deadline for performance has expired. If
documents belonging to the Purchase Order, if
any materials are necessary for such substitute
any] and excluding other general terms and 4. Inspection and Quality Assurance performance and the Supplier is in possession of
conditions of purchase of the Ordering Party if
such materials, such materials shall be provided to
referred to in the PO.
4.1 The Supplier shall implement an appropriate the Ordering Party without delay. In so far as any
and recognised quality assurance program and industrial property rights limit any delivery or
“Service" shall mean the service required by the performance by a third party, the Supplier shall
Ordering Party and provided by the Supplier. conform with the agreed technical specifications and
any quality requirements specified in the PO. provide all necessary declarations in order to make
such rights available.
“Supplier” shall mean the person supplying
Products and Services to the Ordering Party 4.2 The Ordering Party has the right to inspect
the work in progress. Any inspection shall not 6.5 Nothing herein shall be deemed to limit any
pursuant to the Contract. other remedy that may be available to the Ordering
relieve the Supplier from any liability nor imply the
Ordering Party’s acceptance of the Product. Party, nor shall the Ordering Party's enforcement
1.2. In case of conflict between these Leybold
of any other rights it may have be deemed or
GT&C, the PO and any other documents belonging construed to affect or waive any of its rights
to the PO or referred to in the PO (such as other 4.3 The Supplier shall inspect the quality of the
Products before delivery. hereunder.
general terms and conditions of purchase of the
Ordering Party), the documents shall be interpreted 7. Environment, Health and Safety (EHS)
and prevail in the following order: (i) the PO 4.4 The Supplier shall notify the Ordering Party
including other documents included in the PO in writing at least 6 months in advance of any
(excluding any reference to other general terms and intention to make changes of materials or parts 7.1 The Supplier represents and warrants that
conditions of purchase of the Ordering Party), (ii) provided by sub-suppliers for the Products, changes the Products shall not include any hazardous
these L e y b o l d GT&C, (iii) other general terms in the production methods, the relocation of and/or contaminated substances, elements or waste
and conditions of the Ordering Party (if referred to in production sites and changes in the analysis of any kind (such as arsenic, asbestos, lead) that are
the PO). methods used for and in connection with the restricted by law or regulation at the place of origin
Products. Such changes require prior written and/or final destination of the Product or any part
1.3. Any agreed trade term shall be construed approval of the Ordering Party. thereof pursuant to the Contract.
in accordance with the INCOTERMS in force at the
formation of the Contract. 5. Packaging and Delivery 7.2 The Supplier represents and warrants that
the Products and Services are in strict compliance
1.4. The general terms and conditions of the 5.1 Products shall always be packed so as to with all applicable EHS requirements. In case of
Supplier are herewith rejected, unless the Ordering exclude the possibility of damage from applicable conflict between EHS requirements, the most
Party has expressly agreed thereto in writing. transport and storage handling. The delivery and stringent standard shall apply. The Ordering Party
packaging instructions can be downloaded from the is entitled to demand evidence if there is reason
1.5. If any provision of the Contract is held to be Leybold website. to assume the health and safety requirements are
invalid, illegal or unenforceable under applicable law, not complied with.
all other provisions shall remain in full force and 5.2 The delivery terms set out in the PO are
effect. binding. In case the delivery terms are not expressly 8. Compliance, Export Control and
stated in the PO then the delivery terms shall be Foreign Trade
1.6. Except where the Contract expressly states CPT according to the INCOTERMS. Any deviation
otherwise, any amendments, alterations or from the agreed delivery terms requires the written 8.1 The Supplier warrants that the Product
variations to the Contract shall be binding only if in approval of the Ordering Party. and/or Service are in strict compliance with all
writing and signed by duly authorized representative applicable laws and regulations at the place of
of the Ordering Party and the Supplier. 5.3 The Products shall be delivered complete origin and/or final destination of the Product or any
with all instructions, warnings and other data part thereof pursuant to the Contract including,
2. Order necessary for safe and proper operation, without limitation, all applicable export control
regardless of whether mentioned or described in the regulations. In addition, the Supplier agrees that it
The Supplier shall acknowledge acceptance of the specifications set forth in or related to the PO. will fully comply with all applicable policies from
PO within 2 days after receipt thereof. In case the the Ordering Party, including without limitation,
Supplier fails to respond within such period the PO 5.4 The risk of loss of or damage to the the Atlas Copco Business Code of practice and all
shall be deemed accepted. In any event, (i) the Product shall pass from the Supplier to the Ordering applicable export control policies.
Party upon delivery of the Product at the named

Leybold GT&C version as of 01/11/2018

 requirements of the Contract and free from any disclose to any third party any trade or
8.2 The Supplier will provide, for each line item
defect or lack of conformity; manufacturing secret or customer data of the
in all trade documents, full correct data required
Ordering Party. This provision shall survive the
for export control purpose such as export control
(iii) the Service and Product have been termination of the Contract.
classification number, country of origin and HS
tested and controlled and meet all industry
number. For Products which do not fall under
standards and all legal requirements under existing 14. Data Protection
international export controls, the Supplier shall
laws, regulations and directives relating to design,
provide a clear statement per line item confirming
safety, fire and environmental protection; and The Supplier acknowledges and agrees to the
that no export controls apply. In addition, the
Supplier shall provide to the Ordering Party the storage and the processing of data related to the
(iv) the Service and Product have been Product by the Ordering Party. Personal data
relevant preferential trade documents or statements
designed in a manner not to endanger life and relating to the Ordering Party’s employees,
relating to import duties needed by the Ordering
health if the Service and Product are used as contractors and agents, professional advisors and
Party in accordance with the applicable preferential
directed. other individuals working for the Ordering Party may
trade agreements. The Supplier shall provide to the
Ordering Party, if applicable, a long term declaration be processed by the Supplier only in order to
10.2 The Ordering Party is not obliged to inspect perform its contractual obligations, in which case the
for preferential trade purpose at the end of each
the Services or Products for defects or notify the Supplier shall ensure that it complies with the
year without prior written request.
Supplier of defects or non-conformity in order to obligations imposed by the EU General Data
maintain the Ordering Party’s warranty claims. Protection Regulation (GDPR) and any other
8.2 The Supplier agrees that it will not export,
re- export, sell, resell or transfer any data or any applicable law on data protection.
10.3 In case of defect the Ordering Party is
export- controlled commodity, technical data or
entitled to: 15. Assignability
software provided under this Contract (i) in violation
of any law, regulation, order, policy or other
(i) to demand proper performance of the
limitation imposed by any government authority The Ordering Party may assign the Contract or any
Contract by the Supplier, or
with jurisdiction; or (ii) to any country for which an part thereof (i) to any of its affiliates without
export license or other governmental approval is notification or (ii) to a third party upon written notice
(ii) to remedy itself the defect and
required at the time of export, without first obtaining to the Supplier. The Supplier shall not assign the
demand the Supplier for reimbursement of the
all necessary licenses or equivalent. Contract or any part thereof without the Ordering
incurred expenses occurred in the necessary
remedial measures, or Party’s prior written consent.
8.3 In the event that any of the Product,
technology, data or information provided under this 16. Anti-Bribery Clause
(iii) to rescind the Contract or claim
Contract is or becomes classified or listed as subject
reduction of the purchase price, or
to export or re-export restrictions in the context of 16.1 Each Party undertakes that as of the
applicable export regulations, the Supplier shall effective date of the Contract, itself, its directors,
(iv) to demand damages in lieu of
immediately inform the Ordering Party in writing of officers or employees have not offered, promised,
performance of the Contract.
such export control requirements, and if requested, given, authorized, solicited or accepted any undue
the Supplier will provide other relevant export control pecuniary or other advantage of any kind (or implied
10.4 The warranty in respect of each Product
information and documentation. In the event of that they will or might do any such thing at any time
delivered by the Supplier or Service performed by
Supplier’s failure to comply with the above, in the future) in any way connected with the Contract
the Supplier shall survive for a period of 36 months
Supplier shall hold the Ordering Party fully and that it has taken reasonable measures to
from the date the Product is delivered or the Service
harmless from all damages arising out of or in prevent subcontractors, agents or any other third
is performed or 24 months from usage whichever is
connection with any violation. parties, subject to its control or determining
later. The Supplier shall be liable for all damages,
including consequential damages, caused by the influence, from doing so.
9. Intellectual Property Rights
breach of any warranty applicable to the Product or
the Service. 16.2 The Parties agree that they will comply with
9.1 All information and know-how including and that they will take reasonable measures to
drawings, specifications and other data provided by 10.5 The Supplier shall indemnify, hold harmless ensure that their subcontractors, agents or other
the Ordering Party in connection with the Contract and defend the Ordering Party from and against third parties, subject to their control or determining
as well as any documents or data shall remain at all claims, liabilities and expenses (including legal influence, will comply with Part I of the ICC Rules on
times the property of the Ordering Party and may be fees) arising out of or in relation to the performance Combating Corruption 2011, which is hereby
used by the Supplier only for the purpose of or non-performance of the Contract and resulting incorporated by reference into the Contract, as if
performing the Contract. Any such information and in bodily injury or death or damage to or destruction written out in the Contract in full.
documents are confidential information and subject of third-party property.
to Clause 13 (Confidentiality). 16.3 If a Party brings evidence that the other
11. Insurance Coverage Party has been engaging in material or several
9.2 The Supplier shall not copy, reproduce or use repeated breaches of the provisions of Part I of the
the Products or any information and know-how ICC Rules on Combating Corruption 2011, it will
provided by the Ordering Party, nor give them or 11.1 The Supplier shall obtain and maintain in full
force and effect a commercial general liability and notify the other Party accordingly and require such
allow their use by a third party, without the Ordering Party to take the necessary remedial action in a
Party’s written permission. product liability insurance to cover all claims or
otherwise related to the Service or the Product. reasonable time and to inform it about such action.
Such insurance shall provide coverage of at least If such Party fails to take the necessary remedial
9.3 The Supplier warrants that no third party action, or if such remedial action is not possible, it
intellectual property rights have been infringed by EUR 5 million for any occurrence. Evidence shall be
produced by the Supplier at least once per year. may invoke a defense by proving that by the time
the production, delivery or operation of the Products the evidence of breach(es) had arisen, it had put
or the performance of the Services and the Supplier into place adequate anti-corruption preventive
shall indemnify and hold harmless the Ordering Party 11.2 The transport insurance shall be arranged in
accordance with the delivery terms. measures as described in Article 10 of the ICC
against any claims by third parties resulting from Rules on Combating Corruption 2011. If no remedial
any infringements of intellectual property rights. action is taken or, as the case may be, the defense
12. Service, Repairs and Obsolete
is not effectively invoked, the first Party may, at its
9.4 The Supplier shall grant the Ordering Party Products
discretion, either suspend the Contract or terminate
and the customers or end-users of the Ordering it, it being understood that all amounts contractually
Party the irrevocable, royalty free and unrestricted 12.1 The Supplier shall provide a repair and due at the time of suspension or termination of the
worldwide right to use all systems, programs, maintenance service staffed by qualified technical Contract will remain payable, as far as permitted by
documentation, know-how or other intellectual experts for each Product delivered to the Ordering applicable law.
property rights related to or embodied into the Party for a period of at least 10 years.
Service or Product delivered to the Ordering Party. 17. Applicable law and Jurisdiction
12.2 The Supplier warrants the availability of
10. Warranties and Liabilities original spare parts for each Product delivered to the
17.1 The law of the jurisdiction of the Ordering
Ordering Party for a period of 10 years after delivery.
Party shall apply to the Contract, without regard to
10.1 The Supplier expressly warrants that: In case the Supplier is unable to provide original
the application of the principles of conflicts of law
spare parts to the Ordering Party during this period
and excluding the United Nations Convention on
(i) the Service and Product will be new, the Supplier is obliged to notify the Ordering Party
Contracts for the International Sale of Goods (1980).
that the Product will be constructed, and the Service thereof in writing 6 months in advance and give the
will be performed, in a safe and workmanlike possibility to the Ordering Party to place a last call
17.2 The place of jurisdiction shall be the seat of
manner by qualified and efficient personnel and be order with respect to such Products.
the Ordering Party, the seat of business of the
of the highest professional quality; Supplier or the place of performance of the Contract
13. Confidentiality
at the exclusive choice of the Ordering Party.
(ii) the Service and Product will be of
good and satisfactory quality and fit for the purposes The Supplier shall not use for any purpose not
for which it is intended, in strict conformity with all authorized by the Ordering Party or shall not

Leybold GT&C version as of 01/11/2018