General Terms and Conditions of Purchase for Krones AG 1. Content of the contract, area of application, suppliers code of conduct, offer, order 1.1. Pre-worded terms and conditions of contract (“General Terms and Conditions of Business” as defined in article 305 of BGB [Bürgerliches Gesetzbuch, German Civil Code]) for a variety of contracts which are used by the Contractor shall not become part of the contract, even if KRONES AG does not expressly object to them. If KRONES AG accepts the supply or service without making express objections, this cannot be interpreted as an acceptance of the Contractor’s terms and conditions of contract by KRONES AG. The present General Terms and Conditions of Purchase of KRONES AG shall apply exclu- sively. The present terms and conditions shall also apply to all future business transactions between KRONES AG and the Contractor. 1.2. The present terms and conditions shall apply to all services and/or deliveries rendered to KRONES AG (in the following referred to as “supplied item”), irrespective of the legal nature of the contract agreed on for the rendering of such services and/or deliveries. 1.3. All agreements made between KRONES AG and the Contractor regarding the execution of the contract shall be made in writing to be valid. Modifications of and amendments to the present Terms and Conditions are subject to the prior written approval of KRONES AG. 1.4. KRONES AG expects that the conduct of their Contractors complies with the ethical corporate principles of KRONES AG. For this reason, the contractor is obliged to comply with the suppliers code of conduct of KRONES AG, which is available online at http://www.krones.com/downloads/Liko_2010_d.pdf and which includes, in particular, requirements regarding safety, health, environment, human rights, employee standards, as well as anti-corruption requirements. The compliance with the KRONES suppliers code of conduct is checked by the quality management of KRONES AG by means of audits at the Contractor’s premises. 1.5. The Contractor is bound to offers pursuant to article 145 of BGB for three months as of the receipt of the offer. If the Contractor fails to accept an order within two weeks upon receipt, KRONES AG may revoke such order. Call-offs are binding unless the Contractor objects within five days. 2. Documentation, documents, modifications, maintenance 2.1. With respect to the supplied item, the Contractor shall provide KRONES AG with a separate complete technical documentation free of charge consisting of the documents indicated in annex II 1.A or 1.B of the EC machinery directive (2006/42/EC) as a minimum requirement. The Contractor is obliged to provide KRONES AG free of charge with the instructions and documents required for the use, assembly, cleaning and repair of the supplied item, in particular including spare parts lists and sourcing references. The Contractor shall enclose the original operating instructions and maintenance instructions for specialist staff with the supplied items at their own expense, as well as a user documentation for the application software, a programme documentation for the system software and system-related software and a programme development documentation for software developments subject to the contract, which are to be established in the German and English language and, if requested from the Contractor by KRONES AG, in the respective national language of the country of destination/use. The documentation owed by the Contractor shall be provided to KRONES AG in accordance with the currently applicable standards, as hardcopy and in the usual electronic format. 2.2. The order and part numbers of KRONES AG shall be indicated on all notices, bills of lading, invoices, etc. relating to the order. Both the notification of dispatch and the invoice must not be enclosed to the shipment. 2.3. The Contractor is not entitled to any remuneration from KRONES AG for offers, acquisition planning, development work and other preparatory works. 2.4. The Contractor shall provide KRONES AG with a separate declaration according to the EC machinery directive 2006/42/EC, annex II 1.A or 1.B (in the respective valid version). The CE mark is to be attached to every product ready for use. The Contractor guarantees KRONES AG that the supplied items correspond to the relevant accident prevention/work safety regulations, as well as to the acknowledged occupational health and safety-technical regulations of the Federal Republic of Germany. If the country of destination/use of the supplied items is known to Contractor upon conclusion of this Contract, the supplied items shall also comply with the rules and regulations of the place of destina- tion/use, and the delivery to such country must be admissible. In particular, the Contractor guarantees that the supplied items correspond to the respec- tive valid version of the relevant EU directives, the EC machinery directive, the German laws regarding the provision of products on the market (Produktsi- cherheitsgesetz, ProdSG [German product safety law]) and the Neunten Verordnung zum Produktsicherheitsgesetz [ninth ordinance to the German product safety law] (Maschinenverordnung [machinery ordinance], 9. ProdSV) and that the respective conformity assessment processes specified in the re- spective regulations have been applied. 2.5. If KRONES AG is held liable by third parties due to the Contractor’s non- observance of the stipulations indicated in paragraph 2.4, the Contractor shall indemnify KRONES AG regarding such claims upon the first written notifica- tion. KRONES AG shall be entitled to such indemnification regardless of whether the Contractor is at fault or not. The aforementioned indemnification claim of KRONES AG towards the Contractor shall also relate to all expenses incurred by KRONES AG in connection with legal proceedings or the pursuit of claims. It also includes any other costs reasonably incurred by KRONES AG as a result of or in connection with claims made by a third party. 2.6. KRONES AG shall permit the Contractor the use of calculations, illustrations, plans, tender documents, specifications of requirements, performance specifi- cations, drawings, other documents and other data carriers including models and any other resources on a temporary basis only and these shall be returned to KRONES AG after the fulfilment or termination of the contract without making copies of any kind whatsoever, without delay, or shall be destroyed by the Contractor upon request by KRONES AG, whereby such destruction is to be verified to KRONES AG in a suitable manner. 2.7. All models, devices and other aids created by the Contractor for the purpose of the fulfilment of the contract are the property of KRONES AG. KRONES AG shall remain the sole owner and have sole rights of disposal to all the intellec- tual property rights associated with the aforementioned items. These items are to be returned to KRONES AG upon the completion and/or termination of the contract without making copies of any kind whatsoever. 2.8. The items and rights which are the property of KRONES AG shall not be used or otherwise exploited by the Contractor or third parties and may not be disclosed to third parties. They must not be reproduced in total nor in part by way of copying, microfilming, electronic storage or any other process. 2.9. Insofar as this is reasonable for the Contractor, KRONES AG may subsequently demand modifications (expansions/reductions) to the creation and imple- mentation of the supplied items. If this affects major contract agreements (prices and deadlines), the Contractor shall notify KRONES AG of this – unless otherwise agreed – within eight working days in the form of a supplementary quotation (costs) or by notes in reports, including a new schedule in the event of a postponement of dates. Otherwise it shall be assumed that the changes desired by KRONES AG lie within the framework of the existing agreements. If fixed prices are exceeded due to modifications, the Contractor shall notify KRONES AG immediately of the expected or anticipated amount of additional expenses in written form. Subsequently, KRONES AG shall decide on the implementation of these modifications. In the event of an implementation, an amendment to the contract is made. 2.10. If requested by KRONES AG, the contractor assumes the care for the supplied items based on a respective service and maintenance contract. 3. Period of delivery and services 3.1. The Contractor is obliged to meet the agreed delivery or service period. Any specified delivery or service dates/periods relate to the time of delivery of the supply at the place of destination indicated by KRONES AG. For the timeliness of services, as well as of deliveries including erection and/or assembly, their acceptance is decisive. 3.2. In the event of any delay in delivery or service, KRONES AG shall be entitled to charge a lump-sum penalty of 0.5% of the agreed remuneration for each started week of delay, however no more than 5% of the agreed remuneration. The right to assert further statutory claims (rescission and damages) is reserved. The Contractor is entitled to verify towards KRONES AG that no or a signifi- cantly lower damage has incurred due to the delay. KRONES AG is entitled to prove that they have incurred a higher damage. 3.3. The regulations under paragraph 3.2. also apply if the Contractor completes some or all of the work on schedule but fails to complete this work in a form that is suitable for the acceptance procedure. 3.4. Furthermore, KRONES AG may request the Contractor to indemnify them from any and all damage and/or penalty and/or other claims that are raised towards them by their customer in relation to a delay in delivery or service provided that the Contractor is responsible for such delay in delivery or service. 3.5. The Contractor must notify KRONES AG of any anticipated delays in delivery or service immediately, at the latest when the agreed delivery or service period is exceeded. 4. Packaging, transportation and disposal 4.1. The Contractor is obliged to package and load the supplied items in such a way as to ensure that the supplied items do not suffer any damage during loading, transportation and unloading. The Contractor is liable for any damage on the supplied items resulting from inadequate packaging. 4.2. The Contractor bears the packaging and shipping costs. If KRONES AG is obliged bear the transport and/or packaging costs, the Contractor is obliged to choose the most cost-efficient type of transportation and/or packaging which simultaneously guarantees the integrity of the delivery in each case. 4.3. The Contractor shall take back any kind of transportation containers, tools, aids, as well as all types of packaging, in particular transport packaging. The Contractor shall bear any related costs for packaging, loading, transportation to their domicile and unloading. KRONES AG shall enter into an according contract for carriage on their own behalf and at the expense of the Contractor. Unless the Contractor reuses the (transport) packaging taken back, they shall bear the costs of its disposal incurred by KRONES AG. Foreign Contractors shall bear any additionally incurred customs duties, tariffs, taxes and charges due to the return of the transportation containers, tools, welding gas cylinders and other aids, as well as transport packaging. 4.4. The Contractor shall at their own expense obtain the delivery order and/or the customary transport document (e.g. a negotiable bill of lading, a non- negotiable ocean bill of lading, a document of inland water transport, an airbill, a rail waybill, a road waybill or a multi-modal transport document) for KRONES AG which KRONES AG requires in order to take over the supplied items in accordance with paragraph 7.3. If the Contractor and KRONES AG have agreed on electronic data communication, the document mentioned in the paragraph above may be replaced with a respective notice in electronic data transmission. 5. Supply chain security, foreign trade, country of origin, preferential right 5.1. In order to ensure security in the supply chain in accordance with the require- ments of the international security initiatives based on the WCO SAFE Frame- work of Standards, such as the AEO, C-TPAT and the aviation security initia- tives of the BMVBS [Bundesministerium für Verkehr und digitale Infrastruktur, German federal ministry for traffic and digital infrastructure], BMI [Bundes- ministerium des Innern, German Federal Ministry of the Interior], LBA [Luft- fahrt-Bundesamt, German aviation agency], EU and ICAO, the Contractor shall issue the necessary organisational instructions and take the necessary measures for deliveries and services to KRONES AG or to third parties specified by KRONES AG, in particular in the area of building protection, business partner, personnel and information security, packing and transportation. The contractor shall protect the deliveries and services against unauthorised access and tampering. The contractor shall only use reliable personnel and shall also obligate its subcontractors to comply with the specified security standards in the supply chain. If the Contractor is to be held liable for a culpable breach of these obligations, KRONES AG reserves the right to either give notice of termination of the contract or to withdraw from this contract. 5.2. If the Contractor participates in the export themselves, they shall provide KRONES AG with the commodity code in accordance with the current version of the standardised international trade code in written form. In any case, the technical information regarding form, function and quality of the supplied items shall be notified in writing in order to determine the commodity code. If the supplied items are subject to the EU dual use list (annex I to EU regula- tion 428/2009) or the German export list (annex AL to Außenwirtschafts- verordnung – AWV [German foreign trade ordinance]) in its respective valid version and the Contractor is aware of this fact, they shall notify KRONES AG about the item of the respective list applicable in this regard in written form. KRONES AG shall use this data for the legally correct handling of their own exports. If the Contractor is unable to deliver the above-mentioned data de- spite their own export activities or if they are unwilling to provide such data, they are obliged to immediately inform KRONES AG in writing in this respect. 5.3. The Contractor is obliged to provide a supplier’s declaration on the preferred origin of all supplied items upon request of KRONES AG. For supplied items without preferred origin, the country of origin – and, in the case of Germany, the Federal State – are to be notified. These declarations shall be made avail- able to KRONES AG within ten days upon such request, at the latest at the point of delivery however. The supplier’s declaration on the preferred origin of the supplied items shall comply with the stipulations of EU regulation (EC) no. 1207/2001 including amendments and in its respective valid version. 6. Price and payment 6.1. The agreed prices are binding unless expressly agreed upon otherwise by the parties, for which proof is to be provided by the Contractor. 6.2. The payment term starts with the receipt of all contractually owed supplied items at the place of destination indicated by KRONES AG or with their accep- tance if this has been contractually agreed upon or is a legal requirement. However, if the invoice of the Contractor is delivered to the place of destina- tion indicated by KRONES AG after all contractually owed supplied items have been received and/or after their acceptance at KRONES AG (purchasing department), the payment term does not start before the day on which the invoice is received. 6.3. KRONES AG shall effect payment within 30 days from the start of the payment term, and if they do so within 14 days after the start of the payment term, KRONES AG shall be entitled to a discount of 3%. Payment as defined above is made by sending or electronically entering a bank transfer order or sending a crossed cheque. 6.4. If KRONES AG pays an invoice of the Contractor without raising any objections, this shall not be interpreted as a confirming debt acknowledgement regarding the settled claim and/or as acceptance of the delivery or services in accordance with the contract. 7. Place of fulfilment, handover, transfer of risks, force majeure 7.1. The place of fulfilment shall be the place of destination indicated by KRONES AG. 7.2. Insofar as the services of the Contractor refer to the creation or adaptation of software, the handover shall be effected on a suitable data carrier in machine- readable form together with the source code. 7.3. If the law does not prescribe an acceptance, and if no acceptance is prescribed by the contract, the risks of accidental loss and accidental deterioration shall be transferred from the Contractor to KRONES AG with the handover of the supplied goods at the place of destination, otherwise the legally stipulated or contractually agreed acceptance in accordance with paragraph 9 applies. 7.4. Strikes as well as cases of force majeure shall entitle KRONES AG to demand a reasonable adaptation of the contract or an exemption from the acceptance obligation from the Contractor. 8. Duty to inspect and notify defects 8.1. If the supplied items have defects and no acceptance is made, KRONES AG may, within the area of application of article 377 of HGB [Handelsgesetzbuch, German Commercial Code], notify of obvious defects within a period of 14 days after the supplied items have been unpacked completely at the place of intended use of the supplied items and hidden defects within a period of 14 days from their detection. For the compliance with the stipulated periods, the date of despatch of the notification of defects is decisive. 8.2. With bulk deliveries, KRONES AG is only obliged to make sample tests. If these indicated that more than 10% of the samples fail to comply with the agreed or statutory requirements, KRONES AG shall be exempted from making any further inspections and may refuse acceptance as a whole due to the result of the sample tests and provide the entire Supply to the Contractor for collection. 8.3. If KRONES AG are obliged by a contract to successively call off deliveries and a partial delivery has defects of quality and/or title that render its intended use impossible, KRONES AG shall be entitled, without prejudice to any additional rights, to refrain from making any further call-offs of deliveries and payments. 8.4. If the Contractor is certified according to DIN EN ISO 9001, Rev. 2000, KRONES AG shall be exempted from their duty to inspect and notify defects in accordance with § 377 HGB. 8.5. If the Contractor and KRONES AG have entered into a quality assurance agreement with respect to KRONES AG’s duty to inspect and notify defects, the provisions of such agreement shall prevail over the provisions specified in paragraph 8 of this contract. 9. Acceptance 9.1. If the acceptance of the supplied items is contractually agreed and/or pro- vided for by law, KRONES AG shall perform the acceptance inspection within four weeks of receiving both Contractor’s declaration of readiness for the acceptance and all documents belonging to the object of the delivery. 9.2. If the Contractor’s supplied items consist of creating or adapting software, the created and adapted programmes shall be handed over in testable form. After the programme testing together with KRONES AG, initially, a preliminary confirmation of the operational readiness is issued. Here, it is only stipulated that the trial operation under conditions, which are similar to the production conditions may begin for the purpose of the final acceptance. The duration of the functional test and the trial operation depends on the contractual agree- ments. If major defects arise during the trial operation, the trial operation shall be restarted after the defects have been rectified. 9.3. The acceptance procedure shall be carried out when all performances and criteria set out in the work description have been fulfilled and when the supplied items are free from defects. 9.4. A written acceptance protocol of the acceptance shall be created. The formal acceptance shall not be effected, however, until the Contractor has eliminated all the defects which have been discovered. Defects must be eliminated immediately, no later than within the period of time set by KRONES AG. 10. Warranty claims, liability of the Contractor 10.1. The Contractor shall assure KRONES AG that the supplied items are free of defects in quality, as well as of defects in title from the point of time of the passage of risk until the time when warranty claims become statute-barred. 10.2. If the supplied items exhibit defects despite the above commitment, the rights of KRONES AG shall be governed by these Terms and Conditions and, additionally, by the statutory warranty claims. 10.3. KRONES AG may initiate measures for rectifying the defect at the Contractor’s expense by third parties or procure supplemental items themselves provided that the Contractor fails to act upon the written demand to rectify the defect within a reasonable period to be stipulated by KRONES AG or if insolvency proceedings have been initiated regarding the assets of the Contractor. In urgent cases, the same shall apply even without such prior demand if the operational safety is at risk or in order to prevent disproportionate damages if it is impossible to inform the Contractor about the defect and the anticipated damage and to stipulate a period for rectification. 10.4. KRONES AG shall be entitled to have minor defects rectified or eliminated at the Contractor’s expense. Measures for rectifying defects may be imple- mented or initiated without stipulating a period and at the Contractor’s expense if the delivery is effected with delay and KRONES AG has an interest in the immediate rectification of the defect in order to avoid getting into delay themselves. 10.5. In the cases indicated in paragraph 10.3 and 10.4, the Contractor shall be notified immediately. KRONES AG shall forward to the Contractor a report concerning the type and the scope of the defects and the work carried out. 10.6. The entire costs of supplementary performance, in particular costs of trouble- shooting, retrofitting, assembly and disassembly, transport, travelling, work and material and customs duties, are borne by the Contractor. This also includes expenses incurred by the subsequent delivery of the supplied items to a place other than the designated place of delivery. 10.7. The Contractor warrants that the Supply is free from third-party rights, in particular third-party property rights, that prevent or impede its use by KRONES AG, that the Contractor is authorised to grant such rights of use and that no filed property rights that are published in the European Economic Area, the US and Japan are infringed. If claims are raised towards KRONES AG by a third party on such grounds, the Contractor shall be obliged to indemnify KRONES AG from such claims at first written request. The exemption obliga- tion of the Contractor relates to all expenses incurred by KRONES AG as a result of or in connection with claims made by a third party. This does not apply if the infringement(s) of (property) rights is/are based on plans, drawings, models or equivalent other descriptions provided by KRONES AG. 10.8. If the Contractor fails to ensure the contractual use of the supplied items in a suitable manner, KRONES AG may demand compensation and withdraw from the contract. 10.9. KRONES AG can demand from the Contractor indemnification from all claims of their customer, if and insofar as the Contractor has by his delivery laid the grounds justifying a claim for liability. For the indemnification from claims for damages directed at KRONES AG outside of the scope of liability of product li- ability laws, this shall apply only if and insofar as the Contractor has been responsible for the grounds. 10.10. The Contractor is obliged to fulfil any control and supervision duties carefully, in particular to ensure compliance with the technical quality standards and the contractually agreed properties by way of thorough quality controls and according documentation. The Contractor is obliged to organise their area of control and organisation in terms of contents and staff in a way that any risks in relation to the Contractor’s services/supplied items and their utilization by KRONES AG and their customers are eliminated. 10.11. If preconditions for claims of KRONES AG against the Contractor are the sole risk and responsibility of the Contractor, the Contractor shall be obliged to provide evidence for the non-existence of such preconditions for claims. 10.12. Public exclamations of the Contractor, i.e. in printed media or on the internet, expand the target quality of the suitability for ordinary use by such character- istics which do not usually belong to this type of quality, provided that the public exclamation is designed in a way that it has the potential to create a respective expectation of KRONES AG. 11. Liability of the manufacturer and compulsory insurance of the Contractor 11.1. The Contractor indemnifies KRONES AG from their manufacturer’s liability, if and to the extent the grounds for the liability of KRONES AG can be attributed to the risks and responsibilities of the Contractor and the Contractor is respon- sible for the cause of the grounds for liability. This also applies to claims asserted against KRONES AG in respect to their manufacturer’s liability under the legislation of another country. 11.2. In this framework, the Contractor is also obliged to repay any expenses in accordance with §§ 683, 670 BGB [Bürgerliches Gesetzbuch, German Civil Code] resulting from or in connection with a recall action conducted by KRONES AG. KRONES AG shall inform the Contractor of the subject and scope of the recall campaign to be implemented, insofar as possible and reasonable, and give the Contractor the opportunity to take position in a statement. 11.3. The Contractor declares that they shall be independently responsible for claims for damages of third parties based on material defects within the legal framework, provided that the material defects are already present in their supplied items, work or services at the point of the transfer of risks. 11.4 The contractor is obliged to maintain a business and product liability insur- ance with a coverage amount of a minimum of 2 million Euro as lump sum per occurrence of personal injury and material damage. The coverage shall also in- clude damages incurred abroad, deviating from § 4, section 1, paragraph 3, AHB [Allgemeinen Versicherungsbedingungen für die Haftpflichtversicherung, General insurance conditions for liability insurance]. The Contractor shall in- form KRONES AG about any exclusion of the US/Canada from the coverage. The scope of this insurance shall include the forms of coverage of the expanded product liability insurance (ProdLI) in accordance with the respective applicable model stipulated by the GDV [Gesamtverband der Deutschen Ver- sicherungswirtschaft e.V, German insurance association], including the insur- ance of personal injury and material damage due to missing agreed character- istics of the supplied items in accordance with paragraph 4.1 ProdLI; connec- tion, mixing and processing of the supplied items according to paragraph 4.2 ProdLI; further processing according to paragraph 4.3 ProdLI; mounting and dismounting costs according to paragraph 4.4 ProdLI; production of reject parts by machines according to paragraph 4.5 ProdLI, as well as a testing and sorting clause according to paragraph 4.6 ProdLI. The coverage sum for dam- ages in accordance with paragraph 4.1 to 4.6 ProdLI shall also amount to a minimum of € 2 million. Insofar as the Contractor mounts and/or installs the supplied item, as well, they shall be obliged to maintain a co-insurance of activity damages with a coverage sum of a minimum of € 1 million. 11.5 The Contractor shall provide KRONES AG with evidence for the conclusion of a liability insurance according to paragraph 11.4. as stipulated above, and shall provide KRONES AG with a respective certificate of insurance upon request. In particular, this certificate shall provide information on the following points: (a) indication of the insured party including complete address; (b) name of the liability insurance indicating the complete paragraph of the insurance policy; (c) name and complete address of the insuring party; (d) information on the type of the insured damages and costs (personal injury and material damages, as well as co-insured property losses), in particular in the area of the manu- facturer’s and environmental liability, as well as for the coverage of activity damages. The scope of the product liability insurance shall include the forms of coverage of the expanded product liability insurance model (ProdLI model) including the insurance of personal injury and material damages due to miss- ing agreed characteristics of the supplied items according to paragraph 4.1 of the ProdLI model; connection, mixing and processing of the supplied products according to paragraph 4.2 ProdLI model; further processing according para- graph 4.3 ProdLI model; dismounting and mounting costs according to paragraph 4.4 of the ProdLI model; production of reject parts by machines according to paragraph 4.5 ProdLI model as well as a testing and sorting costs clause according to paragraph 4.6 ProdLI model; (e) indication of the coverage sums; (f) indication of existing sublimits; (g) information on existing excesses; (h) indication of exceptions; (i) start and end date of the policy and whether or not it is expanded automatically; (j) geographic area of coverage; (k) conclu- sion of a general product recall insurance which includes coverage of a recall by third parties, as well as (l) confirmation of the insuring party regarding premium payments effected. 12. Usage rights 12.1. All copyrights, industrial property rights and similar rights in law regarding the agreed Supply and all other written, machine-readable and otherwise created work results obtained in connection with the contract shall become the property of KRONES AG upon their creation without any further conditions and without any additional remuneration. 12.2. These rights shall be the exclusive property of KRONES AG without restriction of space, time and content, and may be extended, transferred, revised, adapted, amended, duplicated or published by KRONES AG without the Contractor’s consent. 12.3. KRONES AG may use the supplied items free of charge. KRONES AG is entitled to apply for patent protection for patentable results of development. 12.4. The Contractor is not prevented from using the know-how obtained in the course of performance of the contract for own purposes unless this constitutes an infringement of the property rights in accordance with paragraph 12.1. However, when providing services for third parties, the Contractor may not use the work results exclusively obtained for KRONES AG in relation with the performance of the contract. 13. Limitation periods 13.1. The statutory limitation periods apply subject to the exceptions below. 13.2. Where the statutory limitation period for defects of quality would be two years, it is extended to 36 months as of the transfer of risks. 13.3. The limitation period for defects of title (paragraph 10.7) is 48 months as of the transfer of risks unless a longer statutory period applies. 13.4. For supplied items and parts of the supplied items replaced in the course of supplementary performance, as well as for supplied items and parts of supplied items on which defects have been rectified, the limitation periods starts again upon the completion of the supplementary performance. 13.5. For supplied items the operation of which cannot be maintained during the inspection of defects and supplementary performance, the limitation period shall be extended by the period of the interruption of operation due to defects. 14. Assignment, set-off, retention 14.1. The Contractor is not entitled to assign any claims against KRONES AG. 14.2. The Contractor shall not be entitled to refuse any defect rectification measure owed by them until the purchasing price/remuneration has been paid in full. 14.3. KRONES AG shall be entitled to the statutory rights of set-off and retention. KRONES AG shall be also entitled to set off its debts with claims accrued by a company in which KRONES AG owns a minimum 50% holding. 15. Duty to inform, confidentiality and protection of data privacy 15.1. In case of a long-term supplier relationship, the Contractor has a duty to inform with regard to all circumstances that might be relevant for KRONES AG; these particularly include information about quality issues that could not be remedied, foreseeable supply difficulties and all changes in product properties that might affect the use by KRONES AG, even if they do not cause the supplied items to be rendered defective. 15.2. If the Contractor of spare part orders aims at wholly or partially abolishing their production (“discontinuation”), they shall be obliged to inform KRONES AG respectively at least six months in advance, indicating the material paragraph of KRONES AG, as well as possible alternatives (incl. the respective data sheets). With a period of notice of eight weeks upon the written notification of discontinuation, the Contractor shall grant KRONES AG the possibility of a “Last Order”, which offers KRONES AG the option to order a minimum quantity of 25% of the complete quantity of the past ten years at their own discretion, at the average delivery time valid at the discontinuation and in accordance with the previously agreed commercial conditions. 15.3. Both parties are obliged to treat all non-obvious commercial and technical details that become known to them in relation to the business relationship as trade secrets. The Contractor is in particular obliged to keep any calculations, illustrations, plans, contract specifications, requirement profiles, functional specifications, drawings, and other documents, as well as any data media, models and other aids, strictly confidential. These data may be disclosed to third parties and/or used for the Contractor’s own purposes beyond the sub- ject of this contract only if KRONES AG have granted their express permission. This confidentiality obligation also applies after the contract has been pro- cessed; it ceases to apply once the knowledge, experiences and information contained in the afore-mentioned calculations, illustrations, plans, and documents, etc. have become common knowledge. KRONES AG shall remain the sole owner and have sole rights of disposal to all the intellectual property rights associated with the aforementioned items. The Contractor may only disclose the contractual relationship with KRONES AG to third parties upon the written consent of KRONES AG. 15.4. The Contractor is responsible for ensuring that all persons entrusted by the Contractor with the performance or processing of the contract comply with the statutory provisions on the protection of data privacy. The commitment to observe data secrecy as required under data privacy law must be declared prior to the initial start of the activities at the latest, and evidence of such commitment must be provided to KRONES AG upon request. The Contractor agrees to the personal data disclosed to KRONES AG in the framework of the business relationship being stored and automatically processed in the EDP systems of KRONES AG. 16. Specific stipulations for dealers If the Contractor is a dealer, the following applies additionally: 16.1. The Contractor is obliged to indicate the manufacturer and their address when concluding the contract with KRONES AG. 16.2. By means of the conclusion of the contract between the Contractor and KRONES AG, the Contractor transfers their defect compensation claims (e.g. for a reduction of the purchasing price as well as claims for damages, for instance due to a necessary replacement or recall activity) to KRONES AG, which accepts such transfer in advance. 17. Place of jurisdiction, governing law 17.1. The exclusive place of jurisdiction for all disputes arising from and in relation with the contract is Regensburg, Federal Republic of Germany, if the Contractor is a German entrepreneur, a German legal entity under public law or a German special fund under public law. The exclusive place of jurisdiction for actions against KRONES AG filed by contractors that have no general place of jurisdic- tion in the Federal Republic of Germany also is Regensburg, Federal Republic of Germany. Regensburg, Federal Republic of Germany, is furthermore an additional place of jurisdiction for actions filed by KRONES AG against contrac- tors that have no general place of jurisdiction in the Federal Republic of Germany apart from the statutory places of jurisdiction. Any arbitration agreements made between the parties take precedence. 17.2. Only the laws of the Federal Republic of Germany apply with respect to the inclusion of these Terms and Conditions of KRONES AG and all legal relation- ships arising from the contract and any possible secondary and/or consequen- tial business involving the parties to the contract and their legal successors. Also this choice of law and the foregoing provisions on the place of jurisdiction are subject to the law of the Federal Republic of Germany. KRONES AG,93073 Neutraubling (DW-e9-EK005-2 02/14)