General terms and conditions

The Logistics GTC 2019, which was developed with the cooperation of the Institute for Logistics Law and Risk Management

(ILRM) have been incurred, for application beginning July 1, 2019, by the Federal

Güterkraftverkehr Logistik und Entsorgung (BGL), by the Federal Association M belspedition und Logistik

(AM ) and recommended by the German Freight Forwarding and Logistics Association (DSLV). This recommendation

is non-binding. The contracting parties are at liberty to deviate from the content of this recommendation.

to make deviating agreements.

1. scope of application, priority of the ADSp

1.1 These Logistics GTC shall apply to all logistics (additional) services that are not

- from a transport contract according to the German Freight Forwarders' Standard Terms and Conditions (ADSp) or

- are covered by a freight, forwarding or warehousing contractbut are provided by the Contractor in economic connection with such a contract ; this applies in particular to services within a supply chain.

These logistical services can be activities for the customer or third parties appointed by the customer ,such as order acceptance (call center), goods handling, goods inspection, goods preparation

country and customer-specific goods customization, assembly, repair, quality control ,price labeling, shelf service, installation or the commissioning of goods and merchandise or activities related to the planning, realization ,management or control of ordering, process ,distribution, utilization and informationmanagement .

1.2 The principal is the contracting party that commissions its contracting party to perform logistics services.

1.3 Contractor is the contracting party whichis commissioned to perform logistical services .

1.4 If the ADSp have been agreed in addition to the Logistics GTC, the ADSp shall take precedence over these Logistics GTC insofar as individual clauses contradict each other.

1.5 A reference to the ADSp in these Logistics GTCalways includes a reference to the current version of the ADSp applicable at the time of conclusion of the contract, unlessthe contracting parties have agreed on a different version.

1.6 These Logistics GTC shall not apply to contracts with consumers within the meaning of § 13 BGB.

1.7 These Logistics GTC shall not apply to transactions which have as their exclusive object:

1.7.1 Storage and digitization of files; files are all types of embodied and digitized business papers, documents, data carriers as well as similar items servingthe collection of information ,

1.7.2 Heavy or large-volume transports, the performance of whichrequires a transport permit or special permit under traffic law , crane services and related assembly work.

2. electronic data exchange

2.1 If agreed between the Customer and the Contractor, the parties shall transmit or receive shipment data including invoicing by EDI (Electronic Data Interchange) / DF (remote data transmission) .The transmitting party shall bear the risk for the loss and correctness of the transmitted data.

2.2 In the case of an agreement pursuant to Section 2.1, the parties shall ensure that their own IT system is operational and that the usual security and control measures are implemented toprotect theelectronic data exchange from access by third parties and toprevent themodification, loss or destruction of electronically transmitted data .Each party is obligated tonotify the other party in a timely manner of anychanges to its IT system thatmay have animpact on the electronic data exchange .

2.3 At the request of a contracting party, each contracting party shall designateone or more contact persons for the receipt of information, declarations andrequests for the execution of the contract and shallcommunicate the names and contact addresses of the other party. This information shall be updated in the event of any change. If a party does not designate a contact person, the person whoconcludedthe contract for logistics services for the party shall bedeemed to be the contact person .

2.4 Electronically or digitally created and storable documents shall be equivalent to written documents ,unless written form is required by law .In addition, each party shall be entitled to archive written documents only electronically or digitally and to destroythe originals incompliance with the statutory provisions .

3. confidentiality

3.1 The parties are obliged totreat as confidential allinformation thatbecomes known to them during the performance of the contract for logistics services and that is not publicly accessible .The information may only be used for the purpose of providing the services. The parties shall imposethis confidentiality obligation onother persons whose services they use inthe performance of their contractual obligations .

3.2 The obligation of confidentiality shall not apply to data and information which must be disclosed to third parties, in particular authorities ,due to legal obligations . Theother party shall be informed ofthis without delay .

4. obligations of the client when placing an order, information obligations, protection of intellectual property rights

4.1 The Principal, in particular if it determines the procedure to be implemented by the Contractor as "system leader", for example bytransferring know-how, shall inform the Contractor in goodtime of all material factors known to it whichaffect the execution of the order and whichare attributable to the Principal's sphere of risk .In particular, the Principal shall be obliged to provide theitems, information and rights necessary for theexecution of the logistics services in atimely and complete manner and to performany acts of cooperation, such as

4.1.1 toprovide (pre-) products, materials and equipment, if agreed, in technically perfect and contractual condition and tomaintain theequipment ;

4.1.2 toinform the Contractor about specific peculiarities of the goods and processes and related legal ,official or professional association requirements and - if necessary - totrain its employees and

4.1.3Develop and update specifications, process and material descriptions (manufacturing instructions, designs and plans) andverifycompliance by the Contractor.

4.2 The Client shall inform the Contractor of any special requirements regarding fire protection, safety and other technical requirements (temperature, humidity, odor).

4.3 At the request of the Contractor, the Customer shall provide at an early stage all information recognizably necessary to it and attributable to its area of risk which isnecessary forthe Contractor's capacity planning .

4.4 Furthermore, the client is responsible for compliance with

4.4.1 of allobligations under public law, e.g. customs law, foreign trade law (in particular embargoes on goods, persons or countries) and security law ;

4.4.2 of all third party industrial property rights, e.g. trademark and licensing restrictions, which are connected with the possession of the goods . possession of the goods, as well as legal orehördical obstacles,

that stand in the way of order processing.

4.5 The information and rights transferred in accordance with Sections 4.1 to 4.3 shall remain the intellectual property of the Customer .The Contractor may not exercisea right of lien or retention with respect thereto .

5. obligations of the contractor

5.1 The Contractor shall be obliged toperform its services in accordance with the specifications of the Client pursuant to Clause 4. He shall be entitled, but not obliged , tocheck these specifications.

5.2 Insofar as the Contractorperforms the logistic services within the operational organization of the Customer or at the Customer 's instruction at a third party (e.g. racking service), the Contractorshall follow theinstructions of the Customer or the third party with regard tooperational safety.

5.3 The Contractor shall be obliged tonotify the Clientimmediately of any objections or irregularities thathave arisen during the execution of the contract and to obtain appropriate instructions.

5.4 Information obligations going beyond the law, e. g. on measures to be taken by the Contractor in the event of disruptions, in particular an imminent delay in thelogistical services, in the event of damage to the goods or other disruptions (emergency concept) shall require express agreement.

6. obstacles to performance, force majeure

6.1 Impediments to performance which are not attributable to the sphere of risk of a contracting party shall release thecontracting parties from their performance obligations for theduration of the disruption and the extent of its effect .Such obstacles to performance shall be force majeure, riots ,acts of war or terrorism , strikes and lockouts, blockade of transport routes, failures or restrictions of electronic data exchange caused by third parties ,cyber-crime by third parties, as well as other unforeseeable, unavoidable and serious events.

6.2 In the event of an impediment to performance pursuant to Section 6.1, each party to the contract shall be obliged toinform the other party without undue delay. The Contractor shall also be obliged to obtaininstructions from the Customer .

7. contract adjustment

7.1 Agreements on prices and services shall always relate only to the services listed by name and to an essentially unchanged volume of goods, orders or quantities. They presuppose, onthe one hand, unchanged data processing requirements ,quality agreements and procedural instructions and, on the other hand, unchanged energy and personnel costs as well as public charges.

7.2 If the conditions described in Section 7.1 change, both contracting parties may request negotiations on acontract adjustment with effect from thefirst of the month following the request for adjustment , unless thechanges were known to thecontracting party requesting the contract adjustment atthe time the contract was concluded. The contract adjustment shall be basedon the changes to be proven, including the effects of rationalization .

7.3 If the contracting parties failto reach an agreement within a period of one month after the contract adjustment has been requested, the contract may be terminated by either party, subject to a notice period ofone month for a term of the contract of upto one year or a notice period of three months fora longer term, in each case to the end of the month .This termination must be received intext form within one month after at least one party has declared the failure of the contract adjustment .

8. transfer of operations

8.1 If the contract for logistics services or its execution involves a transfer of business pursuant to Section 613a of the German Civil Code (BGB), the parties undertake to regulatethe economic consequences taking into account theterm of the contract.

8.2 If the contracting parties have not made such an arrangement , the contracting party entering into the employment relationship shall be entitled to an appropriate adjustment of the remuneration at its reasonable discretion ,taking into account the term of the contract.Otherwise,Section 315 of the German Civil Code (BGB) shallapply.

9. set-off, retention

With respect to claims arising from the contract for logistics services pursuant to Section 1.1 and related non-contractual claims ,set-off or retention shall only be permissible if the counterclaim due isundisputed, ready for decision or has been finally determined by a court of law.

10. right of lien and retention, reservation of title

10.1 In order to secure its claims arising from the contract for logistics services, the Contractor may invoke thestatutory rights oflien and retention to whichit is entitled .

If and insofar as a statutory lien does not exist, the lien exists, the Contractor shall be entitled to claim for all due and and not due claims, which are due to him from the activities mentioned in the activities referred to in clause 1.1 against the customer. lien on the goods of the customer in his possession. of the Client in his possession.

10.2 The pledge shall be realized in accordance with the statutory provisions, with the proviso that the period of one month specified in §1234 BGB shallbe replaced by that ofone week.

10.3 The Customer shall be entitled to prohibit the exercise of the right of lien and retention ifit grantsthe Contractor a means of security equivalent to its claims (e.g. directly enforceable bank guarantee).

10.4 Clause 4.5 shall remain unaffected.

10.5 If the Contractor is also required to transfer ownership of items tothe Customer when providing logistical services ,these shall remain the property of the Contractor until all claims to whichit isentitledagainst the Customer under the contract forlogistical services have beensatisfied .

11 Acceptance, notice of defects and delay

11.1 If the logistics services are to be accepted by the principal, this can be done by taking the logistics services into use, resale or further handling of the work , delivery to theprincipal or to third parties named by him , due to thecooperative nature of the logistics services .Insofar as logistic services arenot capable of acceptance , completion shall take the place of acceptance.

11.2 The Customer shall be obliged to notify the Contractor of obvious defects upon acceptance .The notification shall be made in text form. Timely dispatch shall be sufficient to meet thedeadline, provided that the notification reaches the Contractor.

11.3 If the Principal fails to give notice, the logistics service shall be deemed to be in accordance with the contract , unless theContractor has fraudulently concealed the defect.

11.4 Claims due to the exceeding of performance deadlines shall expire if the Client does not notify theContractor thereof within 21 days after the performance of the service.

12. claims for defects of the customer

12.1 The defectiveness of a logistics service is initially determined by the content of the contract, otherwise by thelegal provisions applicable to the logistics service concerned .Warranties as to quality or durability shall only be given by the supplier if they have been agreed in writing.

12.2 If the logistics service is defective, the Principal shall be entitled to subsequent performance .The Contractor shall in any case have the right to choose between rectification of defects and new delivery/performance.If the subsequent performance does not lead to the contractually owed success, the Principal shall be entitled to a second subsequent performance . There shallbe nofurther claims to subsequent performance.

12.3 If the supplementary performance fails twice or if a supplementary performance is not possible due to the nature of the performance ,the Customer may exercisethe rights of reduction, rescission and damages to whichit is entitled aswell as its right to self-performance as follows:

12.3.1 If the Principal claims a reduction, this shall belimited to the loss of the agreed remuneration for the individual, defective logistics service.

12.3.2 If the Customer asserts the right of withdrawal, this shall only apply in respect of the individual, defective defective logistic service. In all other respects the the Principal under the conditions of Clause 13 the special right of termination instead of the right of rescission. right of termination.

12.3.3 The Customer may claim damages in lieu of performance under the conditions of Section 14.

12.3.4 In the event of self-performance, the Customer's claim for reimbursement of expenses shall belimited to an amount of up to20,000 euros.

13. special right of termination

13.1 If one of the Parties breaches the same material contractual obligation twice within one yearand this leads to a material operational disruption in each case , the other Party shall have the right to terminate this Agreement with reasonable notice in text form after having granted the breachingParty areasonable period of time intext form toremedy the breach of obligation and this period has expired without the Party havingcomplied with its obligations .

13.2 If one of the partiesdefaults on its contractual payment obligation arising from two consecutive invoicing periods, the other party shall have the right to terminate this Agreement within one further invoicing period. Clause 13.2 shall not apply to payments of damages.

13.3 The right to extraordinary termination for good cause shall remain unaffected.

14 Liability of the Contractor

14.1 The Contractor shall only be liable if it is at fault for the damage caused by it.

14.2 The Contractor's liability shall be limited to the following amounts

14.2.1 in the case of damage to goods to 20,000 euros per claim.

14.2.2 in the case of damage to goods due to serial damage, notwithstanding Clause 14.2.1, to 125,000 euros .In the case of serial damage, several claims shall be deemed to beone claim whichoccurred at the time of the first of these claims if they are based either on the same cause, on the same causes with an internal, in particular factual and temporal ,connection or on logistical services with the same defects.

14.2.3 in the case of damage other than to goods, to 20,000 euros per claim.

14.2.4 for all claims within one year to 600,000 euros. Clause 14.3 remains unaffected.

14.3 The Customer may, against payment of a surcharge to be agreed upon prior to the commencement of performance, in text form

14.3.1 specify a value for increasing the liability for damage to goods whichexceeds the maximum amounts determined in Clauses 14.2.1 and 14.2.2 .In this case, the value specified in each case shalltake the placeof the relevant

maximum amount ("declaration of value");

14.3.2 declare an interest to increase the liability for other than damage to goods exceeding the maximum amount determined in Clause 14.2.3 .In this case ,the respective declared interest shall replace themaximum amount ("Declaration of Interest").

14.4 The above exclusions and limitations of liability shall also apply to non-contractual claims against the Contractor and its vicarious agents.

14.5 The foregoing exclusions and limitations of liability shall not apply to

14.5.1 for injury to life, body and health as well as for damage to items which are not thesubject of the logistics (additional) service ("third party goods");

14.5.2 insofar as statutory liability provisions, such as the Product Liability Act, are mandatory .

15. qualified fault

15.1 The exclusions and limitations of liability set out in Clause 14 shall not apply if the damage has been caused by

15.1.1. by intent or gross negligence on the part of the Contractor or its vicarious agents or

15.1.2 by breach of material contractual obligations, whereby claims for damages in the latter case shall be limited to the foreseeable, typical damage .Material contractual obligations are obligations thefulfillment of which is aprerequisite for theproper execution of a contract pursuant to Section 1.1 and on the observance of which the contractual compliance with which the contractual partner regularregular may rely on.

15.2 Furthermore, the exclusions and limitations of liability set out in Clause 14 shall not apply if the Supplier hasfraudulently concealed the damage or has givena guarantee for the quality of the logistics service.

15.3 Notwithstanding Clause 15.1.2, the limitations of liability under Clause 14.2 and in the case of a declaration of value orinterest under Clause 14.3 shall only apply in the event of agrossly negligent or intentional breach of material contractual obligations.

16. contractor's right to indemnification and product liability

16.1 The Contractor shall be entitledto reimbursement of expenses which it could reasonably consider necessary in the interest of the Client and for which it is not responsible.

16.2The Customer shall indemnify the Contractor upon request against expenses such as maintenance, repair, servicing and disposal costs, customs duties, taxes ,fees and other levies imposed on the Contractor, inparticular as the person authorized to dis pose of oras the owner of third-party property ,if the Contractor isnot responsible for them .

16.3 The Customer shallindemnify the Contractor and its vicarious agents against all claims of third parties including its insurer and other costs under the Product Liability Act and other regulationsprotecting third parties , unless,

16.3.1 the Contractor or its vicarious agents have caused the claim of the third party by gross negligence or intentionally ;

16.3.2 the Customer hasinsured its liability risk under the Product Liability Act with an excess and has expressly agreed with the Contractor toreimbursethis excess to the Customer in the event of a claim.

16.4 If and to the extent that the Customerinsures the inventories of goods that are the subject of a contract pursuant to Clause 1.1 against transport or against fire, burglary ,storm, hail, flood, earthquake and mains water, the Contractor shall be included in theinsurance coverage as an insured person, but not as a representative of the Customer .If the Client does not have corresponding insurance coverage, it shall inform the Contractorthereof indue time for theContractor 's own risk assessment .

17. statute of limitations

17.1 Claims arising from a contract pursuant to Section 1.1 shall become time-barred after one year.

17.2 The limitation period for all claims shall commence at the end of the day of delivery, in the case of services under a contract for work and services at the end of the day of acceptance pursuant to Section 11.1.

17.3 The aforementioned limitation periods shall not apply to

17.3.1 in the cases specified in Clause 15,

17.3.2 in the event of injury to life, limb or health, or

17.3.3 insofar as statutory limitation provisions are mandatory.

18. liability insurance of the contractor

18.1 The Contractor shalltake out and maintain liability insurance with an insurer of its choice at standard market conditions .The customary market conditions shall coverthe risk at least to the extent of the maximum liability sums pursuant to Clause 14.

18.2 It is permissible to agree on a maximum compensation per claim, loss event and year; likewise, it is permissible toagree on an appropriate deductible for the Contractor.

18.3 Upon request , the Contractor shallprove to the Customer the existence of valid liability insurance coverage by submitting a confirmation of insurance.

19 Place of performance, place of jurisdiction, applicable law

19.1 The place of performance for all parties involved shall be the location of that branch of the Contractor to which the order or request is addressed.

19.2 The place of jurisdiction for all legal disputes arising from or in connection with the contractual relationship forall parties involved, insofar as they are or are equivalent to merchants, shall be the place of theContractor's branch office to which the order is directed; this place of jurisdiction shall be exclusivefor claims against the Contractor .

19.3 The legal relationship between the Contractor and the Client or its legal successors shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

20. compliance

20.1 The Contractor undertakes tocomply with minimum wage regulations and regulations on minimum conditions at theworkplace and shall confirm this in text form at the request of the Customer .The Contractor shall indemnify the Client against its liability for the minimum wage if the Contractor or a subcontractor or hirer used within the framework of the contract forlogistics services with the Client doesnot pay employees the statutory minimum wage and a claim is made against the Client.

20.2 The parties shallprocess the data necessary for the performance of the contract in accordance with the requirements of the applicable data protectionlaws and undertake to take appropriate data and IT security measures .In particular, the parties shallobserve the basic principles of data protection law andtake appropriate technical and organizational measures that meet the requirements of security and confidentiality of data processing andensureprotection against unauthorized access by third parties.

20.3 Both parties undertake to comply with the legal provisions applicable to their company.They shall support and respect the principles of the Global Compact ("UNGC"), the United NationsUniversal Declaration of Human Rights and the International Labor Organization's 1998 Declaration on Fundamental Principles andRights at Work in accordance with national laws and practices. In particular, both partieswill intheir companies

20.3.1 not employ children or use forced labor,

20.3.2comply with the respective national laws and regulations on working hours, wages and other employer obligations,

20.3.3 comply with applicable occupational health and safety regulations and provide a safe and health-promoting work environment to maintain employee health and preventaccidents, injuries, and work-related illness,

20.3.4 torefrain from any discrimination based on race, religion , disability, age, sexual orientation or gender,

20.3.5 Comply with international anti-corruption standards as set forth in the UNGC and local anti-corruption and bribery laws,

20.3.6 Comply with all applicable environmental laws and regulations,

20.3.7 request their business partners and subcontractors tobase their actions on the aforementioned principles .

21. final provisions

21.1 In determining the amount of the claims for compensation to be met by the Contractor, the economic circumstances of the Contractor, thetype, scope and duration of the business relationship ,any contributions to causation or fault on the part of theCustomer in accordance with §254 of the German Civil Code (BGB) and the Customer's degree of supervision and control of the processes used for the benefit of the Contractor shall betaken into account. In particular, the compensation, costs and expenses to beborne by the Contractor shall be inreasonable proportion to the Contractor's proceeds from theservices rendered to the Customer.

21.2 Should any provision of the Logistics GTC and the further agreements made beor become invalid , this shall not affect thevalidity of the remainder of the contract.