Umbrella Trading Agreement for the Supply of Wind Turbin Tubular Steel Towers _CLEAN DRAFT(1).docx

1. CONFIDENTIAL
UMBRELLA TRADING AGREEMENT
FOR THE SUPPLY OF
WIND TURBINE TUBULAR STEEL TOWERS
between
_______________________
.......................................................................................
hereinafter referred to as the "PURCHASER"
and
__________________________, LLC
...........................................................................................
..............................................................................
hereinafter referred to as the "SUPPLIER"
– hereinafter referred to collectively as the ”PARTIES” –

2. CONFIDENTIAL
Table of Contents Page
Preamble ________________________________________________________________ 3
1 Definitions ___________________________________________________________ 3
2 Scope and Integrated Parts _____________________________________________ 5
3 Objects______________________________________________________________ 6
4 Ordering Procedure ___________________________________________________ 6
5 Changes_____________________________________________________________ 7
6 Prices _______________________________________________________________ 8
7 Invoices, Payments____________________________________________________ 8
8 Right of Retention_____________________________________________________ 9
9 Terms for Completion__________________________________________________ 9
10 Shipping____________________________________________________________ 11
11 Transfer of Title______________________________________________________ 12
12 Subcontracting ______________________________________________________ 12
13 Assignment _________________________________________________________ 12
14 Quality Assurance, Notification of Completion ____________________________ 13
15 Defects Liability______________________________________________________ 13
16 Liability_____________________________________________________________ 16
17 Product Liability and Insurance_________________________________________ 16
18 Intellectual Property Rights ____________________________________________ 17
19 ............ Furnished Equipment __________________________________________ 18
20 Term and Termination ________________________________________________ 19
21 Force Majeure _______________________________________________________ 20
22 Confidentiality _______________________________________________________ 21
23 Survival ____________________________________________________________ 22
24 Corporate Responsibility ______________________________________________ 22
25 Miscellaneous _______________________________________________________ 23

3. Preamble
This Agreement establishes the legal basis of the business relations between the Parties with
regard to the production and supply of towers for wind turbine generators.
This Agreement also describes the fundamental processes which apply to each individual
purchase order (hereinafter referred to as “Purchase Order”).
In accordance with this Agreement the Supplier shall manufacture the Objects in accordance
with the applicable specifications and drawings issued by the Purchaser.
1 Definitions
“Additional Buyer” shall mean Affiliates or Strategic Partners of the Purchaser.
“Adoption Agreement” shall mean the adoption agreement between an Additional Buyer and
the Supplier, creating an independent legal relationship solely between the Supplier and the
relevant Additional Buyer.
“Affiliate” shall mean in relation to any Party any company, corporation or other legal entity
(hereinafter in this definition referred to as an "entity") which directly or indirectly: (a) is
controlled by such Party; or (b) controls such Party; or (c) is controlled by an entity which
directly or indirectly controls such Party. For the purposes of this definition (i) an entity is
directly controlled by another entity if such other entity holds shares, quotas or voting rights
carrying in the aggregate fifty per cent (50%) or more of the votes exercisable at shareholder
meetings, and (ii) a particular entity is indirectly controlled by an entity or entities, hereinafter
called the "parent entity", if a series of entities can be specified beginning with the parent entity
or parent entities and ending with the particular entity, so related that each entity of the series,
except the parent entity or parent entities, is directly controlled by one or more of the entities
earlier in the series.
“Agreement” shall mean this umbrella trading agreement.
“Code of Conduct” shall be the “Code of Conduct for ............ Suppliers” attached hereto as
Appendix 7.
“Country of Origin” shall mean the relevant country itself, the European Community not being
sufficient.
"Customer" shall mean the contracting party placing an order with the Purchaser.
“Date of Delivery” shall mean the date specified in the respective Purchase Order for the
delivery of any Work or a date mutually agreed by the Parties in writing.
“Delivery Schedule” shall mean a spreadsheet, listing periodic deliveries of Towers from the
Facility which has been agreed upon by the Parties and set forth upon issuance of a Purchase
Order in Appendix 3.
“Documents” shall mean all drawings, calculations, technical information, specifications,
software, operating and maintenance manuals and other technical information made available
by Purchaser to Supplier (irrespective of the medium in which it is embedded) and all drawings,
calculations, technical information, samples, specifications, software, operating and
maintenance manuals and other technical information submitted (or to be submitted) by
Supplier and approved (or to be approved) by Purchaser, regardless of the form in which it is
made available and irrespective of the medium in which it is embedded.
“Engineering Change Note” or “ECN” is a request by the Purchaser to change or modify a

4. Purchase Order.
“Facility” shall be the manufacturing site of the Supplier at Please ...........................................
which has been or will be audited by the Purchaser.
“First Article Order” means the first 10 (ten) towers of each tower version manufactured by
the Supplier under this Agreement.
“Force Majeure Events” shall mean any events which are caused by acts of God or nature,
acts of civil or military authority, fires, floods, epidemic, and war, provided such events have
been unforeseeable, unavoidable, are beyond the control of the Party claiming force majeure
and will have an effect on the performance of Party’s obligations under this Agreement or
Purchase Orders covered under this Agreement.
“INCOTERM(s)” shall be the Incoterms® 2010 published by the International Chamber of
Commerce, Paris.
“Information” shall have the meaning given to it in Clause 22 (Confidentiality).
"Intellectual Property Rights" shall mean patents, utility models and other statutory
intellectual property rights, as well as the respective applications with regard to patents, utility
models and other statutory intellectual property rights, provided that the underlying inventions,
if any, are actually eligible for statutory protection according to the applicable law, and shall
include copyrights or other intellectual property rights that come into force without application
or registration.
“Latent Defect” shall be any defects which could not reasonably be detected prior to the
expiry of the defects liability period set out in clause 15.2.3.
“Objects” shall mean the complete supply of the goods including all of the associated spare
parts and the complete documentation, in particular in the agreed language.
“Purchase Order” shall mean any purchase order issued by the Purchaser to Supplier that
may contain Purchase Instructions.
“Purchase Instructions” shall mean general and specific provisions regarding the scope of
Work for certain product version referred to in a specific Purchase Order which may include
provisions with regard to the specifications, price and delivery dates and any attachments,
drawings, specifications or other documents that are incorporated by reference and which may
be changed or amended from time to time, particularly by an ECN.
“Quality Assurance Agreement” has the meaning given to it in clause 14.
“Serial Defect” shall mean a defect that occurs in three or more Objects produced for one
Customer of the Purchaser and if the cause of such defects is similar.
“............ Furnished Equipment” shall mean internal and external components, equipment,
materials and items furnished by Purchaser to Supplier and listed in Appendix 10, which
Supplier shall install inside or outside the Towers during manufacture thereof.
“Suspension” shall have the meaning given to it in clause 4.2.2.
“Tower(s)” shall mean complete painted wind turbine tubular steel towers furnished with
internal equipment and of the kind which shall be manufactured and supplied by the Supplier
according to this Agreement.
“Validity Period” shall have the meaning given to it in Appendix 2.
“Work” shall mean all labor, services, materials, Objects, supplies, equipment, information,
software, data, drawings, designs, specifications, or reports furnished by Supplier to Purchaser
in accordance with this Agreement and Purchase Orders covered under this Agreement,

5. including the obligation to surrender documentation and technical documents.
2 Scope and Integrated Parts
2.1 Application
The terms of this Agreement shall apply to all Purchase Orders for Objects placed by the
Purchaser even if specific reference to this Agreement is not made in the individual Purchase
Order and irrespective of any reference that may be made to any Purchaser´s purchasing
conditions.
2.2 Additional Buyers
The conditions of this Agreement shall also apply to Purchase Orders placed with the Supplier
by Additional Buyers, provided that the Additional Buyer makes explicit reference to this
Agreement in the relevant order.
2.3 Adoption Agreement
If, and as soon as, required by an Additional Buyer the Supplier shall, as soon as reasonably
practicable execute an Adoption Agreement with the Additional Buyer. A specimen of an
Adoption Agreement to be executed has been attached in Appendix 6 of this Agreement. By
entering into an Adoption Agreement, the parties thereto accept the conditions of this
Agreement on the proviso that specific regulations regarding special requirements that diverge
from the stipulations as set forth by this Agreement (e.g. shipment conditions, term,
termination, currency etc.) may be stipulated between the Supplier and the relevant Additional
Buyer by mutual consent. The Supplier shall be sympathetic towards accepting the change
requests submitted by the relevant Additional Buyers. The changes to this Agreement agreed
between the Supplier and the relevant Additional Buyer shall only apply to the specific
relationship between the Supplier and the relevant Additional Buyer and must be implemented
in writing and – in case the Additional Buyer is a Strategic Partner – approved in writing by the
Purchaser in order to be effective.
2.4 Independent Relationship
With each Purchase Order that is placed and accepted, an independent contractual
relationship is established solely between the Supplier and the Purchaser (if the Purchaser
has placed the Purchase Order) or the relevant Additional Buyer having placed the Purchase
Order. The Purchaser or the individual Additional Buyers (as the case may be) shall exclusively
and solely be bound by and responsible and liable for their own Purchase Orders, any contract
resulting thereof and all obligations associated therewith.
2.5 Elements of the Agreement
The following documents shall be integrated parts of this Agreement and shall in their entirety

6. form part of each individual Purchase Order; their priority of application is as follows:
I Purchase Order
II Agreement
III Appendices as follows:
Appendix 1: Objects, Technical Specifications
Appendix 2: Pricing, Volumes
Appendix 3: Delivery Schedule and Shipping Details
Appendix 4: Sample Document for Sourcing of Raw Materials
Appendix 5: Quality Assurance Agreement
Appendix 6: Specimen of Adoption Agreement
Appendix 7: Code of Conduct
Appendix 8: Contact Persons
Appendix 9: Payment Guaranty (in case of advanced payment)
Appendix 10: ............ Furnished Materials
3 Objects
3.1 Objects
3.1.1 The Supplier shall manufacture the Objects and perform the Work in accordance with
the specifications and regulations which apply to the Purchase Order.
3.1.2 The Objects shall also encompass a ”Certificate of Origin” for the respective product.
The Supplier shall also issue a long-term supplier declaration for the products to be
supplied by the same.
3.1.3 If Objects are to be supplied in the context of special requirements of Customer orders,
the Supplier and the Purchaser shall clarify whether, and where applicable to what
extent, project-specific modifications need to be agreed. The Supplier will use it best
efforts to implement such modifications. In such cases the Purchaser shall, as a
minimum, be granted standard commercial conditions alongside the terms and
conditions of this Agreement.
3.1.4 The Supplier shall also deliver and transfer title to the Documents to be accompanied
with the individual tower. The Purchaser shall be entitled to use, duplicate or alter the
documentation and technical data to meet the requirements of Customer orders at its
own discretion and as it sees fit.
4 Ordering Procedure
4.1 Ordering Procedure
4.1.1 Unless otherwise stipulated in the context of capacity commitments the Purchaser shall
be entitled, but is under no obligation, to place Purchase Orders with the Supplier.
4.1.2 Unless otherwise agreed in Appendix 2, the Purchaser may inform the Supplier on a
regular, six-monthly basis about the planned volume of its orders. Such forecasts shall
only be indicative and do neither constitute Purchase Orders nor result in any
obligations or liabilities for the Purchaser. The Supplier shall accept Purchase Orders
within the scope of the planned volume unless it has pointed out appropriate capacity
bottlenecks to the Purchaser.
4.1.3 All Purchase Orders shall be issued in a written form. The Supplier shall also inspect
all order documents submitted to it by the Purchaser and shall, should aspects thereof

7. be unclear or information obviously be missing, request clarification from the Purchaser
immediately.
4.1.4 The Supplier shall acknowledge each Purchase Order in writing within 5 (five) working
days following receipt of such Purchase Order at the latest unless a longer period is
specified in the Purchase Order. Should the Supplier not raise an objection to a
Purchase Order within 5 (five) working days of the Purchase Order date, such
Purchase Order shall be deemed accepted. In any event, the Supplier shall return a
signed copy of the Purchase Order. The Purchaser shall be entitled to revoke a
Purchase Order should the same not be acknowledged within 5 (five) working days of
the Purchase Order date. Any deviations from the written Purchase Order issued by
the Purchaser shall be specifically identified by the Supplier and shall only be effective
if Purchaser explicitly confirms such in writing.
4.1.5 Purchase Order acknowledgments shall not incorporate general terms and conditions
or any other conditions which conflict with the provisions of this Agreement.
Incorporated general terms and conditions of the Supplier shall be ineffective. The
provisions of this Agreement shall have precedence over any other conflicting
declarations of intention issued by the Parties.
4.1.6 All correspondence shall include the Purchase Order number and article or item
numbers of each Purchase Order item.
4.2 Cancellation and Suspension
4.2.1 If the Purchaser cancels ordered volumes for reason other than Force Majeure, breach
of contract by Supplier or other reason within the responsibility of the Supplier, the
Purchaser shall compensate the Supplier for proven costs of Objects and material on
stock or ordered with binding agreements from third parties. The amount of
compensation is limited to cancelled volumes based on cost paid by Supplier,
documented with invoices. The value of Objects and material, which the Supplier can
otherwise sell or use for other purposes shall be deducted. The Objects and material
for which the Purchaser compensates the Supplier shall become property of the
Purchaser at the time of payment and shall be provided to the Purchaser upon its
request.
4.2.2 Purchaser shall be entitled to require work of the Supplier on Objects to be interrupted
("Suspension"). In such cases, the Supplier shall – in consultation with the Purchaser
– suspend all its activities relating to the Objects. If the period of suspension exceeds
3 (three) months the Supplier shall store the Objects securely against compensation of
the storage costs which shall be indicated to the Purchaser prior to storage.
5 Changes
5.1 Supplier shall not be entitled to demand and/or make any changes or modifications of
the Objects without the consent of Purchaser. This applies in particular, but not
exclusively, to changes affecting the external form, agreed specifications, painting and
production processes.
5.2 Supplier will use best efforts to immediately implement any changes or modifications
requested by Purchaser subsequent to the placing of a Purchase Order (for example
with an ECN), including any associated changes to drawings and documents when
possible. Purchaser shall be informed immediately should it be impossible to make such
changes or modifications.
5.3 Supplier shall inform Purchaser by written notice within 5 (five) working days (unless a

8. longer period has been agreed in writing) after Purchaser’s request if changes or
modifications can only be performed at additional costs or with delay. In the event
Supplier fails to do so, Supplier is not entitled to any additional payments and/or time
adjustments. If Supplier has notified Purchaser in accordance with this clause, the
Parties shall reach a mutual agreement regarding any adjustments to prices and/or
delivery periods which may occur as a result. Should the Parties not reach mutual
agreement within 10 (ten) working days, Supplier shall immediately perform the changes
as requested by Purchaser and the Parties will negotiate these points after the
performance of the Work. Supplier cannot be held liable for any delays in delivery as a
result of Parties not reaching a mutual agreement.
6 Prices
6.1 The prices and currencies for the Objects are specified in the Purchase Order and
Appendix 2. All prices are fixed prices. Prices are inclusive of all taxes, but are excluding
VAT. All prices shall be stated in Euros unless otherwise stated in the Purchase Order.
6.2 The prices shall apply for the Validity Period set out in Appendix 2. The prices may be
renegotiated 3 (three) months before expiry of the Validity Period. The Supplier shall
continue to supply the Purchaser at the previously valid prices until such time as new
prices have been agreed.
6.3 Should, upon expiry of the Validity Period, negotiations regarding the price of specific
Objects not lead to agreement within 3 (three) months after expiry of the Validity Period,
either Party shall be entitled to terminate the agreement pertaining to the price of the
relevant Objects by serving notice of termination of 6 (six) months. Pending termination
of this price agreement, the Purchaser shall be entitled to place closing orders at the
terms and conditions provided for by this Agreement and at the price of the previous
Validity Period.
6.4 Price advantages with regard to materials or components of Objects obtained by the
Supplier as a result of purchasing terms granted directly or indirectly to the latter by the
Purchaser or an Additional Buyer shall be passed on to the Purchaser in the form of price
discounts for the Objects.
6.5 Throughout the term of this Agreement the Supplier is obliged to raise its productivity
each year of increased purchased volume. The annual benefit of the higher productivity
shall be granted to the Purchaser at a rate of 5% (five percent) of the relevant agreed
purchase price by way of a higher product value, reduced costs of the Purchaser, price
reduction or other measurable means accepted by the Purchaser.
6.6 Unless prices have been agreed for the Work, work or services of either Party, these
shall be performed at no charge.
7 Invoices, Payments
7.1 All invoices shall be issued in an auditable form. Invoices shall in particular incorporate
the Purchase Order code, Purchase Order line number, the item number, the designation
specified in the order as well as the unit price of each order item and any customary
information as well as information reasonably requested by the Purchaser.
7.2 Statutory provisions and generally accepted accounting principles shall be adhered to.

9. Duplicate invoices shall be identified as such.
7.3 The period allowed for payment shall commence subsequent to completion of delivery
of the Work in conformance with the Purchase Order (including the complete
documentation) and receipt of a proper and correct invoice by the Purchaser.
7.4 Unless otherwise stated in the Purchase Order, the following terms of payment shall
apply:
 first working day of the month following a period of 75 (seventy-five) days from issuing
date of the invoice (“75 days next first”), or
 within 8 (eight) days of the invoice date with a deduction of 2.0 %
(two point zero percent) prompt payment discount.
7.5 The Parties can by written agreement set up other arrangements as to the general
payment terms. Such agreement can be limited to a specific period.
7.6 In the event of advance or progress payments and upon the request of Purchaser,
Supplier shall provide a first demand payment guarantee in the form attached hereto as
Appendix 9.
7.7 Should payments be made by the Purchaser, this shall not be construed to mean that
the Work has been recognized as performed in conformity with the contract.
7.8 The Purchaser shall in all cases only be deemed to have defaulted on payment should
such payment not have been made by the due date and following receipt of an explicit
and written dunning notice. Should the Purchaser default on settlement of invoice, annual
interest on arrears shall be due. The applicable annual interest rate shall be the rate of
interest for the most recent main refinancing operation of the European Central Bank
carried out before the first calendar day of the relevant six-month period. More extensive
claims of the Supplier regarding delay in payment are excluded.
8 Right of Retention
The Purchaser shall be entitled to exercise a reasonable right of retention with regard to all
claims (on the merits or in terms of amount) or receivables due to the Supplier from the
Purchaser to the extent that the Purchaser enforces a corresponding counterclaim.
9 Terms for Completion
9.1 Delivery Dates
9.1.1 Delivery performance will be measured for each Purchase Order based on the delivery
in relation to the Date of Delivery. In the event that the Purchaser requests a change
to an Object’s specification, the Date of Delivery may be renegotiated and performance
measured against a mutually agreed date. None of the Parties shall be held
responsible for a delay if and to the extent that such delay is the result of a Force
Majeure Event occurring after the relevant Purchase Order has taken effect.
9.1.2 Except for delays due to Force Majeure Events as defined in this Agreement, Supplier
will bear the entire cost of any express shipments required to meet the Date of Delivery
or if shipment is late to the Date of Delivery. If a delay in the delivery of Objects is
expected to occur, Supplier shall immediately inform Purchaser.
9.1.3 The Supplier shall ensure that deadlines are monitored at all times and shall, at the

10. request of the Purchaser, keep a schedule detailing the most important milestones for
key engineering, production, assembly and inspection operations which apply to the
Objects. This schedule shall be passed on to the Purchaser in electronic form at regular
intervals as required by the Purchaser – but at least once every 14 (fourteen) days.
9.1.4 The Supplier shall inform the Purchaser of the name of an employee who shall be
responsible for monitoring deadlines and shall demonstrate that such employee is
authorized to take all measures and to issue all instructions which, in the Purchaser’s
view, may be necessary to ensure that deadlines are adhered to.
9.1.5 The Purchaser shall be informed in writing immediately by the Supplier should it
become apparent that the Supplier will be unable to adhere to a milestone, supply or
services deadline; such notification shall also include information detailing appropriate
action which the Supplier intends to take to remedy such delay. This shall apply
regardless of the party which is responsible for an impending delay. The Supplier shall
also use its best endeavors (involving, for example, shift work, overtime and/or work
on weekends / legal holidays) to ensure that the Dates of Delivery are adhered to. The
costs of such measures shall be borne by the party responsible for the delay.
9.1.6 If, in the reasonable opinion of the Purchaser, the Supplier’s proposed action will not
be sufficient to remedy the delay, the Purchaser shall be entitled to propose further or
alternative action and assign own personnel to assist the Supplier with the analysis of
the cause for delay and implementation of the proposed action. All related costs shall
be borne by the party responsible for the delay. If the Supplier rejects the
implementation of the Purchaser’s proposal and/or assistance by Purchaser’s
personnel the Purchaser shall be entitled to terminate the relevant Purchase Order or
deliveries of Towers under a Purchaser Order with immediate effect and to have
materials and wholly or partly manufactured Objects handed out against compensation
of the material value and work done.
9.2 Delay
9.2.1 Should the Supplier fail to provide the Work on the Date of Delivery, the Purchaser may
be entitled to demand a contractual penalty of 1 % (one percent) of the total value of
the delayed part of the Purchase Order for each working day which exceeds the Date
of Delivery.
9.2.2 The penalties for delay payable for a delayed part of the Purchase Order shall not
exceed 20% (twenty percent) of the total value of the delayed part of the Purchase
Order. In case this maximum amount is reached, the Purchaser shall be entitled to
terminate the Purchase Order or part thereof with immediate effect, Clauses 20.2, 20.4
and 20.5 shall apply, and the Purchaser shall be entitled to claim further damages.
9.2.3 Payment of a contractual penalty shall not affect any of the Purchaser’s other
contractual and statutory rights relating to delays in supplies or services, nor shall such
payment affect any other contractual supply and service obligations of the Supplier.
The Purchaser shall be entitled to assert contractual penalties even if the Purchaser
has accepted Objects which are delivered late without explicitly reserving the right to
assert such claims.
9.2.4 The Purchaser shall be entitled to offset any contractual penalties incurred against
payments the Supplier may demand. The Purchaser shall be entitled to continue
asserting such contractual penalty pending settlement of the final payment for the
relevant Purchase Order.
9.2.5 This shall not apply if, and to the extent that, the Supplier demonstrates that delay is
the result of Force Majeure Event pursuant to clause 21 or a delay of the provision of
............ Furnished Equipment to the Supplier or a modification of a Purchaser Order

11. by the Purchaser.
10 Shipping
10.1 Shipping
10.1.1 Unless specified otherwise in relevant Appendix or the Purchase Order, Supplier shall
deliver the Objects, and the Dates of Delivery specified in the Purchase Orders are,
FAS (INCOTERMS® 2010) Ciwandan, Indonesia.
10.1.2 Supplier shall be responsible in the loading of the Objects on Purchaser’s means of
transport in accordance wit the instructions of Purchaser (or its carrier) and provide the
necessary equipment. Details are set out in Appendix 3.
10.1.3 The Objects include the requisite delivery documents, in particular shipping and
customs documents, at no additional cost. The Supplier shall itself be responsible for
procuring all the materials required in order to comply with the Purchaser’s needs and
specifications.
10.1.4 A delivery note, excluding the price, shall be sent with all deliveries and shall include
the information required in the Purchase Order.
10.1.5 Supplier agrees to store upon request of Purchaser up to [PLEASE ENTER HOW
MANY SECTIONS YOU CAN STORE ] self produced sections of Towers for a period
of up to three (3) months free of charge at Supplier’s Facility.
10.2 Risk
Benefits and risks shall pass to the Purchaser as soon as the loading of the Objects on the
transportation means has been completed or according to Incoterm 2010 if delivery shall be
made according to another Incoterm than FAS.
10.3 Export Control and Foreign Data Regulations
10.3.1 For all Objects to be delivered according to this Agreement Supplier shall comply with
all applicable export control, customs and foreign trade regulations (hereinafter
referred to as “Foreign Trade Regulations”) and shall obtain all necessary export
licenses, unless Purchaser or any party other than Supplier is required to apply for the
export licenses pursuant to the applicable Foreign Trade Regulations.
10.3.2 Supplier shall advise Purchaser in writing as early as possible, but not later than at the
time of giving notice of completion for dispatch, of any known information and data
required by Purchaser to comply with all Foreign Trade Regulations for the Objects
applicable in the countries of export and import as well as re-export in case of resale.
In any case Supplier shall provide Purchaser for each Objects (sub-clauses 10.3.2 (a)
to (e) hereinafter referred to as „Export Control and Foreign Trade Data“ as applicable)
(a) the “Export Control Classification Number“ according to the U.S. Commerce
Control List (ECCN) if the Product is subject to the U.S. Export Administration
Regulations; and
(b) all applicable export list numbers; and
(c) the statistical commodity code according to the current commodity classification

12. for foreign trade statistics and the HS (Harmonized System) coding; and
(d) the country of origin (non-preferential origin); and
(e) upon request of Purchaser: Supplier’s declaration for preferential origin (in case
of European suppliers) or preferential certificates (in case of non-European
suppliers).
10.3.3 In case of any alterations to origin and/or characteristics of the Objects and/or to the
applicable Foreign Trade Regulations Supplier shall update the Export Control and
Foreign Trade Data as early as possible but not later than at the time of giving notice
of completion for dispatch.
10.4 Partial, Advance, Excess or Short Deliveries
10.4.1 Partial, advance, excess or short deliveries shall only be made with the prior written
consent of the Purchaser.
10.4.2 Any additional costs incurred by the Purchaser as a result of non-agreed partial,
advance, excess or short deliveries (such as transport costs, additional incoming
inspections etc.) shall be borne by the Supplier.
11 Transfer of Title
Title to the Objects shall pass to Purchaser upon receipt of Objects by Purchaser per the
delivery terms in this Agreement or the respective Purchase Order. All Objects shall be
delivered free and clear of any liens or claims by Supplier or Supplier’s suppliers with exception
to non-payment and/or late payments by Purchaser to Supplier which resulted in the liens.
12 Subcontracting
12.1 The Supplier shall not subcontract the Work, any substantial part thereof or any part
thereof which has been previously approved by the Purchaser, without the prior written
consent of the Purchaser. This consent shall not be unreasonably withheld.
12.2 Should the Purchaser consent to the subcontracting of Work or any part thereof or name
a potential subcontractor on an authorized list, this shall not affect the legal responsibility
of the Supplier for such subcontractor.
12.3 The Supplier shall provide the Purchaser with a list of subcontractors on request.
13 Assignment
13.1 Purchaser shall have the unilateral right to assign and/ or transfer this Agreement and
all rights and obligations of Purchaser under and in connection with this Agreement and
any Purchase Order to any Affiliates or any successor to the wind power generation
business of Purchaser by giving written notice to Supplier.
13.2 The Supplier shall not assign this Agreement, any rights or obligations of this Agreement,
Purchase Orders covered under this Agreement, without the prior written consent of

13. Purchaser or its successors.
14 Quality Assurance, Notification of Completion
14.1 The Supplier undertakes to carry out development, manufacture and service functions in
connection with the Objects in accordance with a quality management system that is
certified according to ISO 9001 and ISO 14001 or a similar system approved by the
Purchaser. The Supplier undertakes to maintain the ISO 9001/14001 certificate or similar
system until the expiry of the defects liability period for the last Objects delivered under
this Agreement. In this context the Parties agree to the Quality Assurance Agreement
attached as Appendix 5.
14.2 The Supplier shall not be released from its responsibility for the fulfillment of its
obligations arising from this Agreement and any Purchase Order by the fact that the
Purchaser’s employees and/or those of the Customer and/or an authorized
representative may themselves have performed a manufacturing review of work
processes, of work in progress on the Objects or of the Objects themselves.
14.3 The Supplier shall not be entitled to change the Facility for the Objects without prior
written acceptance from the Purchaser.
14.4 Should the Purchaser discover defects in the Objects due for delivery during the initial
manufacturing review and should one or more additional manufacturing reviews be
required as a consequence, all the costs incurred as a result shall be borne by the
Supplier. The procedure set out under clauses 9.1.5 and 9.1.6 shall apply.
14.5 Components ordered by the Purchaser under this Agreement are used for onshore and
offshore wind turbines. The Supplier is aware that the erection of such wind turbines
generally require approvals of local authorities including audits. Supplier will provide any
documentation and agrees to audits of it’s production facility as required in investigation
procedures conducted by such local authorities or it’s authorized representatives in
connection with an approval for the erection of wind turbines. The supplier is aware that
a breach of this obligation can cause the rejection of an approval resulting in economic
loss to the Purchaser. The Purchaser is entitled to hold the Supplier liable for such loss
without limitation.
14.6 The Purchaser, third parties authorized by the Purchaser and/or the Customer or
representatives of the same shall be entitled to enter the production locations of the
Supplier and its subcontractors at any time during normal hours of business for the
purpose of examining the production status and the quality of the Objects. The Supplier
and its subcontractors shall provide all the requisite test and inspection equipment,
devices and personnel required for the purposes of carrying out tests and inspections at
their own cost.
14.7 The Supplier shall agree the same quality assurance measures with subcontractors
approved by the Purchaser and shall grant the Purchaser corresponding rights. The
Supplier shall immediately demonstrate compliance with this provision to the Purchaser
on request.
15 Defects Liability
15.1 Defects Liability Claims
15.1.1 Supplier warrants and guarantees that the Objects furnished hereunder at the time of

14. acceptance: (i) are free from any defect in workmanship and materials; (ii) are in strict
compliance with this Agreement, Purchase Orders covered under this Agreement,
Technical Specifications set out in Appendix 1 hereto and further technical
requirements provided by Purchaser and generally accepted engineering,
manufacturing and industry standards; and (iii) are fit for the purposes of Purchaser
and the use of Purchaser’s customers.
15.1.2 Subject to the exclusions set out in Appendix 1 it shall be a defect if the surface
coating shows an area with damage larger than the following:
Imperfections: max. Degree 2 – size 2 according to DS/ISO 4628/2
Rust: max. Degree Ri 0 according to DS/ISO 4628/3
Cracks: max. Degree 3 – class 2 according to DS/ISO 4628/4
Peeling: max. Degree 1 – class 1 according to DS/ISO 4628/5.
Above definitions are not exclusive descriptions for defects of the surface.
15.1.3 Supplier shall correct any defect at its sole expense and at the sole discretion of
Purchaser, by promptly accomplishing one or more of the following: (a) rectification of
any defect either in the form of repair or replacement of the defective goods with the
faultless goods (and correcting any plans, specifications, or drawings affected); (b)
furnishing Purchaser any materials, parts, drawings, documents and instructions
necessary to correct or have corrected the defect. Supplier shall, at the sole discretion
of Purchaser, dispose of any replaced part.
15.1.4 Purchaser and Supplier shall agree to a reasonable period within which Supplier shall
rectify the defects. Upon fruitless expiry of such specified period or abortive attempts
to rectify defects, Purchaser shall be entitled, at its discretion, (i) to assert rescission of
the relevant Purchase Order, or (ii) to assert a reduction in price for the relevant
Purchase Order, or (iii) all at the cost of Supplier, to perform repair or substitute delivery
itself or arrange for such to be provided by a third party. Purchaser shall also be entitled
to claim compensation for all the costs, losses and damage incurred by Purchaser
having been caused by any defect. All other contractual or statutory claims held by
Purchaser remain unaffected.
15.1.5 Purchaser will notify Supplier in writing that defects be rectified at the risk and cost of
Supplier by Purchaser or by a third party should Purchaser have a legitimate interest
in arranging immediate defect rectification work, in particular (i) in order to avoid
defaulting itself, or (ii) if Supplier has delivered the Objects with delay, or, or (iii) in the
case of urgency if Supplier declares the he is unable to perform the defect rectification
work immediately.
15.1.6 Until defects are rectified in full, Supplier shall bear the risk of accidental loss,
destruction or deterioration of the defective Objects as well as reasonable costs,
expenses and damage arising in connection with the rectification of the defect, in
particular the costs of returning defective Objects, any additional costs incurred due to
the fact that the Objects are not located in the place of delivery, transport, work,
material, installation and removal costs as well as internal processing and
administration costs incurred by Purchaser. Purchaser shall also be entitled to recover
any and all costs and expenses incurred by Purchaser or payable to third parties due
to a defect, including but not limited to additional costs of Purchaser personnel (based
on standard hourly rates) or other labor, evaluation costs, re-working, additional or

15. premium transportation or testing conducted by Purchaser.
15.2 Defects Liability Period
15.2.1 The defects liability period for all defects liability claims is five (5) years and commences
upon acceptance by the Customer of the last Tower of the relevant Purchase Order
installed. The defects liability period shall however terminate six (6) years at the latest
following due provision of the supplies and services by the Supplier.
15.2.2 The defects liability period shall not, however, terminate under any circumstances
before a period of one year has expired subsequent to notification of a defect provided
that such notification is made within the time limits referred to above. Should the
Supplier rectify defects by repair or delivery of faultless goods, the defects liability
period for such parts shall be i) the remaining period of the original defects liability
period for such part, or ii) one (1) year from the date of remedying the defect, whichever
is longer.
15.2.3 Should the Customer order envisage a shorter or longer defects liability period, such
period shall be agreed on a project-specific basis.
15.3 Serial Defects
15.3.1 If the same or similar defect is identified in delivered Objects in the reasonable opinion
of the Purchaser indicate that the relevant defect is a Serial Defect, the Purchaser may
request a joint investigation as to whether a Serial Defect does in fact exist.
15.3.2 If the Purchaser demands such an investigation, the Purchaser and the Supplier shall
each appoint an internal consultant in order to establish whether a Serial Defect exists
and, if so, to what extent.
15.3.3 If, within 28 days after the Purchaser has demanded a Serial Defect investigation, it
has not been agreed whether a Serial Defect exists and, if so, to what extent, the
Purchaser shall be entitled to have an independent consultant appointed by Det Norske
Veritas, Denmark A/S examine the relevant defects in order to establish whether a
Serial Defect exists and, if so, to what extent. The Parties shall provide the independent
consultant with all relevant technical documentation in order to ensure a true and fair
assessment.
15.3.4 If a Serial Defect is identified the Supplier shall, at the Purchaser's request and without
undue delay, remedy the Serial Defect in all the Objects comprised by the Serial Defect
by repair or replacement in accordance with the provisions in clauses 15.1 and 15.2
irrespective of whether the Serial Defect has manifested itself as defects on the
individual Objects. The Parties shall endeavour to ensure that repair or replacement is
carried out as a part of the ongoing maintenance and at the lowest possible cost, but
with due consideration for the safety and the operation of the wind turbines and
Objects.
15.3.5 The expenses for the Parties' internal consultants shall be paid by each Party. The
expenses for the independent consultant shall be paid by the Supplier if it is established
that a Serial Defect exists and by the Purchaser if it is established that no Serial Defect
exists.
15.3.6 Should the provisions regarding liability for Serial Defects in the Customer order
deviate from those stated here, these shall be agreed on a project-specific basis.
15.4 Incoming Inspections
15.4.1 The Purchaser shall verify within reasonable time upon receipt of a delivery whether
the delivery conforms with the ordered quantity and type and whether the goods exhibit
externally visible damage.
15.4.2 The Purchaser shall notify any damage it may detect in the course of such inspections

16. to the Supplier. The Purchaser shall also notify any damage detected at a later time.
15.4.3 Defects may be notified within a period of one month subsequent to supply or service
or – in the event that the defect is only detected during working, processing or
commissioning – to their detection.
16 Liability
16.1 Each Party shall be liable to the other Party for any loss and/or damage caused by breach
of contract, tort or any other wrongful act or omission on the part of the liable Party, its
directors, officers, employees, agents, servants and/or subcontractors. Any liability under
clause 16.1 shall be subject to the following limitations except as otherwise provided in
clause 16.1 (b) or any other provision of the Agreement:
(a) Liability for loss of production, loss of use, loss of profit, loss of information and/or
data shall be excluded, provided, however, that this limitation shall not affect any
obligation of either the Supplier or Purchaser to pay or reimburse liquidated
damages and penalties.
(b) The above limitations shall not apply (i) to any damage or loss caused by intention,
willful misconduct or gross negligence on the part of the liable Party, (ii) in respect
of any encumbrance of title in the Work, (iii) in respect of indemnity obligations or
(iv) to the extent any such limitation is prohibited under mandatory law.
16.2 Irrespective anything before, the liability of the Supplier for physical damage to the wind
turbines (other than to the Objects) caused by any defect in the Objects does not require
any fault of the Supplier, its directors, officers, employees, agents, servants and/or
subcontractors.
16.3 The limitations of liability set forth in this clause 16 shall extend in favor of each Party’s
directors, officers, employees, agents, servants and subcontractors and their respective
directors, officers, employees, agents and servants.
16.4 In all cases the Party claiming a breach of contract, negligence, wrongful act or omission
or a right to be indemnified in accordance with the Agreement shall be obliged to take all
reasonable measures to mitigate the loss or damage which has occurred or may occur.
17 Product Liability and Insurance
17.1 Product Liability
17.1.1 Should product liability claims be enforced against the Purchaser by the latter’s
Customer or by third parties on the basis of product liability provisions applicable in
Denmark or any other country, the Supplier shall indemnify and hold harmless the
Purchaser against all claims and losses (including all costs, expenses and reasonable
attorney’s fees), provided that these are caused also by defects in products supplied
by the Supplier. The Supplier shall compensate the Purchaser for all costs and
expenses incurred by the Purchaser in this context.
17.1.2 The Purchaser shall also be entitled to demand compensation from the Supplier for
losses and expenses incurred by the Purchaser in the course of averting danger, e. g.
issuing warnings or initiating precautionary recall actions for defective products. Costs
and losses incurred by the Purchaser in the course of determining hazards (in particular
the costs of expert opinions) as well as internal administrative and processing costs
shall be borne by the Supplier unless the latter is able to demonstrate that it was not

17. responsible for the cause of such costs.
17.1.3 Unless otherwise agreed in Appendix 1, the Supplier shall identify the Objects in a
manner which ensures that they are at all times identifiable as the Supplier’s products.
17.2 Insurance
17.2.1 The Supplier shall obtain adequate insurance cover of a minimum of ...... million Euro
per instance for all general as well as product liability risks. The insurance cover shall
also include “extended product liability”, installation and disassembly costs as well as
damage assessment costs.
17.2.2 The Supplier shall submit a copy of the insurance policy to the Purchaser immediately,
at the latest however 10 (ten) calendar days following signing of this Agreement or after
the date of the Purchase Order pursuant to which such Objects and/or any Work was
initially provided.
17.2.3 Insurance cover shall be maintained throughout the period during which product liability
claims may be enforced against the Purchaser or the Supplier in connection with this
Agreement or the Purchase Orders, but at least until 7 (seven)calendar years following
expiry or termination of this Agreement. During this period the Supplier shall, at the
request of the Purchaser, demonstrate that insurance cover remains in force by
submitting a copy of the insurance policy for inspection once each calendar year. The
Supplier shall inform the Purchaser in writing in advance of any termination of such
insurance cover.
17.3 Third Party Liability Insurance
Should Supplier render services or perform work in connection with this Agreement in the plant
or other facilities of a Purchaser’s Customer, in a Purchaser plant or in any other Purchaser
facility, Supplier shall obtain adequate insurance cover for all general liability risks (of a
minimum of ................. (...................) Euros per instance of damage, and of at least
......................-- (............................) Euros per instance of damage in the case of processing
damages), and shall furthermore obtain Employer’s Liability/Workmen’s Compensation
Insurance in accordance with the applicable law for their employed personnel, and shall submit
a copy of the insurance policy to Purchaser for inspection immediately, at the latest however
14 (fourteen) calendar days following signing of this Agreement or after the date of the
Purchase Order pursuant to which such supplies and services were initially provided.
Insurance cover shall be maintained throughout the entire period during which liability claims
may be enforced against Purchaser or Supplier in connection with this Agreement or the
Purchase Orders, but at least until 20 (twenty) years following expiry or termination of this
Agreement. During this period Supplier shall demonstrate that insurance cover continues to
be provided by, at the request of Purchaser, submitting the insurance policy for inspection once
each calendar year. Supplier shall inform Purchaser in writing in advance of any termination
of such insurance cover.
18 Intellectual Property Rights
18.1 The Supplier guarantees that the Objects are not subject to any defects of title, in
particular third party rights, such as Intellectual Property Rights. Furthermore, the
Supplier ensures that the possession and use of the Objects by the Purchaser or the
latter’s agents or Customers shall not infringe any Intellectual Property Rights of third
parties.
18.2 Should a third party assert claims derived from or relating to Intellectual Property Rights
against the Purchaser or the Purchaser’s Customer owing to the possession or use of

18. the Objects, the Purchaser shall inform the Supplier accordingly. The Supplier shall
indemnify and hold harmless the Purchaser against all claims and losses (in particular
those relating to reasonable attorney costs, court and expertise costs).
18.3 The Purchaser shall, in particular, be entitled to demand that the Supplier undertakes
the following at its own cost and expense
 obtain a right of use from the party entitled to exercise such Intellectual Property
Rights, or
 modify the parts which infringe the Intellectual Property Rights or exchange such
parts for parts which do not,
while
 the Purchaser shall be reimbursed for the design change costs necessarily
incurred by it in order to use the modified or exchanged parts, or
 the relevant products shall be taken back by the Supplier, the price of the
respective Purchase Order reimbursed and compensation paid for all costs and
damages incurred.
18.4 A limitation period of ....... (.............) years shall apply to defects of title, in particular the
infringement of Intellectual Property Rights.
18.5 The Supplier hereby grants to the Purchaser an unconditional, license free right to all
Intellectual Property Rights regarding lawful use of the Objects. The Supplier grants the
Purchaser the right to use the drawings, documents, models and any hard- and software
supplied under the Agreement for any purpose connected with completing, operating,
maintaining and repairing the Objects or any part thereof. Such right includes the right to
(a) grant sublicenses to the Customers and/or any person designated by the Purchaser
or any Customer and (b) allow the Customers to grant such sublicenses.
18.6 The Purchaser shall keep all Intellectual Property Rights to the Objects that have been
elaborated by the Supplier in connection with the purchase of the Objects, including
where the Objects are manufactured according to such Purchaser‘s specifications
(including the specifications included in Purchase Instructions) in which the Intellectual
Property Rights vest in the Purchaser.
18.7 The Supplier shall indemnify and hold harmless the Purchaser and anyone the
Purchaser is obliged to indemnify (including the Purchaser‘s customers), against any
claims of infringement of any Intellectual Property Right and the Supplier shall be fully
liable to the Purchaser and anyone the Purchaser is obliged to indemnify (including the
Purchaser‘s customers), for any costs, expenses, loss and damages resulting from any
such infringement or alleged infringement, provided that the claim or proceedings arise
out of the design, construction, manufacture or use of the Objects.
18.8 If the Supplier breaches his guarantee as per clause 18.1 he shall, in addition to his
obligations as per clause 18.2, obtain for any person mentioned in clause 18.1, as
appropriate the right to possess and use the respective items or processes free of
charge, or shall replace them free of charge with items or processes not infringing third-
party Intellectual Property Rights.
19 ............ Furnished Equipment
19.1 Provision of ............ Furnished Equipment by the Purchaser
19.1.1 The Purchaser will deliver ............ Furnished Equipment for the Supplier’s completion
of the Products at the Supplier’s Facility. Unless agreed otherwise ............ Furnished
Equipment shall be as indicated in the Product Specifications for Towers indentified in

19. Appendix 1 and Appendix 10. Supplier shall accept changes to ............ Furnished
Equipment subject to an evaluation of possible increase or decrease of the installation
cost of such ............ Furnished Equipment and consent of the Purchaser to such
decrease or increase. Delivery of the ............ Furnished Equipment shall be made
according to separate agreement between Supplier and Purchaser [............ proposes
3 weeks] weeks prior to the Date of Delivery of the relevant Towers.
19.1.2 Before being used and integrated, ............ Furnished Equipment shall be inspected by
Supplier in terms of their fitness for the contractual purpose, completeness,
functionality and freedom from defects. Any identified defects shall be notified to
Purchaser immediately in writing. Purchaser shall, at its own discretion, exchange or
complete ............ Furnished Equipment or shall rectify defects in such supplies to the
extent that this is required in order to carry out the Purchase Order in the proper
manner.
19.1.3 ............ Furnished Equipment remains the property of Purchaser and is to be stored,
labeled and administered separately. The use of such is limited to the orders of
Purchaser. Supplier shall bear the risk of accidental loss, destruction or deterioration
of ............ Furnished Equipment following receipt of such by Supplier. In the event of
any reduction in value or loss Supplier shall provide a replacement at no costs for
Purchaser.
19.1.4 Supplier agrees to provide updated records of ............ Furnished Equipment and
whether such ............ Furnished Equipment have been installed in the Towers or are
being stored by Supplier.
19.1.5 Supplier will utilize all efforts to store ............ Furnished Equipment separately from
other equipment owned by the Supplier or by third parties. Supplier shall use the
............ Furnished Equipment only for the fabrication of Purchaser’s Products. The
Purchaser or the Supplier at the instruction of the Purchaser shall mark the Purchaser’s
............ Furnished Equipment “Property of ............ Wind Power” or otherwise ensure –
e.g. by numbering etc. - that the ............ Furnished Equipment can be identified as the
property of the Purchaser. The Purchaser shall be entitled to inspect ............ Furnished
Equipment at any time in order to ensure appropriate storage and compliance with the
above and on request by the Purchaser, the Supplier shall be obliged to follow
reasonable instructions to ensure the above. All on-site inspections shall be subject to
Supplier’s safety and confidentiality policies and procedures.
19.1.6 The Purchaser shall be entitled to have already delivered ............ Furnished Equipment
returned on request of the Purchaser. In case the Supplier has partly performed its
work by using ............ Furnished Equipment, which shall be returned, the Supplier shall
be compensated by the Purchaser for all costs related to the return of the ............
Furnished Equipment.
19.1.7 In the event of untimely delivery of defect-free ............ Furnished Equipment, Supplier
will, subject to Purchaser’s explicit request, complete Tower production without the
undelivered and/or defective ............ Furnished Equipment and deliver such Towers to
Purchaser’s carrier in such condition. Alternatively, Purchaser may request Supplier to
complete production of the Towers and to then install ............ Furnished Equipment in
Supplier’s storage yard at Purchaser’s additional costs to be confirmed by the Parties
in advance.
20 Term and Termination
20.1 The term of this Agreement shall be 3 (three) years. This Agreement shall commence on
the date of last signature. Should neither of the Parties serve notice to terminate this

20. Agreement in writing 12 (twelve) months prior to the end of the contract term, this
Agreement shall be tacitly prolonged each year by 1 (one) year.
20.2 Either party shall be entitled to terminate this Agreement and/or any Purchase Order with
immediate effect should the other party breach the obligations imposed on it by this
Agreement or the respective Purchase Order and continue to breach such obligations
14 (fourteen) calendar days after receiving the first written request to desist from such
breach. Should provisions of this Agreement and/or a Purchase Order be repeatedly or
seriously breached, the non-breaching partyshall be entitled to terminate this Agreement
or the respective Purchase Order without prior notice. Should a Purchase Order be
terminated, this shall not affect the other Purchase Orders or this Agreement. Should this
Agreement be terminated, the Supplier shall be obliged to meet any Purchase Orders,
which may already have been placed, in full in accordance with the conditions of this
Agreement or the respective Purchase Order.
20.3 The right of both Parties to terminate for good cause remains unaffected.
20.4 The following in particular shall constitute good cause which shall entitle the Purchaser,
at its discretion, to terminate this Agreement, Purchase Orders or parts thereof:
 fundamental changes take place in the legal status, ownership structure or
shareholding relationships, or changes take place in the company management of
the Supplier such that it would be unreasonable to expect the Purchaser to continue
to adhere to this Agreement or Purchase Orders.
20.5 Notice to terminate this Agreement or Purchase Orders shall be given in writing to be
effective.
20.6 Either Party shall have the right to terminate this Agreement if the other Party becomes
bankrupt or insolvent, or files for or enters into liquidation or receivership proceedings. If
any termination occurs under this provision, the Parties shall promptly settle any
outstanding performance or Purchase Order commitments, but shall have no further
obligations to the other under this Agreement.
21 Force Majeure
21.1 Neither Party shall be responsible for failure to perform its obligations under the
Agreement or any Purchase Order if such failure solely results from a Force Majeure
Event.
21.2 Supplier must notify Purchaser in writing as soon as he is made aware of any Force
Majeure Event. Any additional costs and expenses incurred by Supplier by reason of a
Force Majeure Event shall be borne exclusively by Supplier.
21.3 Supplier must exercise its best efforts to mitigate the effect of such Force Majeure Events
on the performance of the work. Any relief granted to Supplier shall be limited to an
extension of the time of performance to the extent caused by the Force Majeure Event.
21.4 If any Force Majeure Event continues for more than 90 (ninety) days in the aggregate,
Purchaser shall have the right, but not the obligation, to terminate this Agreement and
respective Purchase Orders covered under this Agreement, and Purchaser shall be

21. entitled to a refund of any advance moneys it has paid to Supplier.
22 Confidentiality
22.1 The concluding and contents of this Agreement as well as the Purchase Orders shall be
treated confidentially and shall only be used for the purposes envisaged by this
Agreement (which may include the provision of the information to potential Additional
Buyers) and for the processing of Purchase Orders.
22.2 Each Party shall treat as confidential any information and data disclosed to it by the other
Party (irrespective of the medium in which such information and data is embedded) which
is either (i) marked or otherwise described as confidential or which is described as
confidential when disclosed orally or visually, or (ii) which contains or relates to technical,
business or commercial information, data or knowledge, or (iii) which can or must
reasonably be assumed to be confidential by the respective Party (all such information
and data hereinafter referred to as "Information"), in the same way they would treat their
own business secrets and shall use them only for the purposes envisaged by this
Agreement and for the processing of Purchase Orders. The term “Information” shall
include any copies or abstracts of Information as well as any samples, models,
prototypes and parts thereof.
22.3 This obligation does not apply to Information which
 was in the receiving Party's possession without an obligation to confidentiality prior
to receipt from the disclosing Party;
 is at the time of disclosure already in the public domain or subsequently becomes
available to the public with no breach of this Agreement by the receiving Party.
Information is not deemed to be publicly accessible, when only parts thereof are
accessible in the public domain or become available to the public;
 is lawfully obtained by the receiving Party from a third party without an obligation to
confidentiality, provided that such third party is not – to the receiving Party’s
knowledge – in breach of any obligation to confidentiality relating to such Information
at the time of hand over of such Information;
 is developed by the receiving Party or its Affiliates independently and without
reference to any obtained Information; or
 is approved for release by written agreement of the disclosing Party.
22.4 The Party seeking the benefit of such exception shall bear the burden of proving its
existence.
22.5 Within ninety (90) days after termination of this Agreement the disclosing Party may
request in writing from the receiving Party that the receiving Party at its discretion either
return or destroy all Information received from the disclosing Party that has been marked
or otherwise described as confidential and stored electronically and/or on record-bearing
media as well as any copies thereof. The receiving Party shall confirm in writing such
destruction or return the Confidential Information as well as any copies thereof to the
disclosing Party within fourteen (14) days after receipt of the disclosing Party's request.
22.6 The duty to maintain secrecy shall continue to apply following expiry or termination of
this Agreement for a period of 10 (ten) years after acceptance of the last Item delivered

22. under this Agreement.
22.7 Each Party shall in particular
 ensure that such Information are only made available to personnel who require such
Information and documentation for the purpose of carrying out their tasks,
 ensure that a duty to handle such Information confidentially is imposed upon such
personnel,
 ensure that such Information are only published (or disclosed in any other way) with
the prior written consent of the other Party, whereby such consent may not be refused
without good reason.
22.8 Should statutory or official rules and regulations require that such Information or
documentation be passed on to public bodies for the purpose of obtaining approvals and
permits, the Parties shall undertake all reasonable action in their power to ensure that
such Information or documentation is also treated confidentially by such bodies.
22.9 Each party shall treat as confidential all Documents in the same way as any Information.
No news release or any other publicity in any way relating to Purchaser or Supplier
concerning this Agreement and Purchase Orders covered under this Agreement shall be
made by Supplier to any news media or the general public without the prior written
approval of Purchaser.
23 Survival
Any provision of this Agreement which contemplates performance or observance subsequent
to any termination or expiration of this Agreement shall survive any termination or expiration
of this Agreement and continue in full force and effect.
24 Corporate Responsibility
24.1 Supplier shall comply with the principles and requirements of the 'Code of Conduct for
............ Suppliers' attached hereto as Annex [XX] (hereinafter referred to as the 'Code
of Conduct').
24.2 If requested by ............, supplier shall not more than once a year either – at its option –
provide ............ with (i) a written self-assessment in the form provided by ............, or (ii)
a written report approved by ............ describing the actions taken or to be taken by
supplier to assure compliance with the Code of Conduct.
24.3 ............ and its authorized agents and representatives and/or a third party appointed by
............ and reasonably acceptable to supplier, shall be entitled (but not obliged) to
conduct – also at suppliers' premises – inspections in order to verify suppliers'
compliance with the Code of Conduct.
24.4 Any inspection may only be conducted upon prior written notice of ............, during regular
business hours, in accordance with the applicable data protection law and shall neither
unreasonably interfere with suppliers' business activities nor violate any of suppliers'
confidentiality agreements with third parties. Supplier shall reasonably cooperate in any
inspections conducted. Each party shall bear its expenses in connection with such

23. inspection.
24.5 In addition to any other rights and remedies ............ may have, in the event of (i)
supplier's material or repeated failure to comply with the Code of Conduct or (ii) supplier's
denial of ............ right of inspection as provided for in the third paragraph of this article,
after providing supplier reasonable notice and a reasonable opportunity to remedy,
............ may terminate this agreement and/or any purchase order issued hereunder
without any liability whatsoever.
24.6 Material failures include, but are not limited to, incidents of child labor, corruption and
bribery, and failure to comply with the Code of Conduct's environmental protection
requirements. The notice and opportunity to remedy provision shall not apply to violations
of requirements and principles regarding of the child labor as set out in the Code of
Conduct or willful failures to comply with the Code of Conduct’s environmental protection
requirements.
25 Miscellaneous
25.1 Environmental Protection
The Supplier shall provide the Work required by this Agreement in a manner which generates
as little environmental burden as possible. The Supplier shall use its best endeavors not to use
any environmentally harmful materials but, should such use be inevitable, shall store, use and
dispose of the same in accordance with statutory requirements at his cost. If the Objects or
manufacture method can easily be replaced by more environmentally friendly types, the
Supplier shall notify the Purchaser and shall implement the required measures if requested by
the Purchaser shall be notified of this. Furthermore, the Supplier shall continuously evaluate
whether it is possible to carry out environmental improvements to the Objects, including
manufacture processes and packaging, and shall notify the Purchaser and implement the
required measures if requested by the Purchaser.
25.2 Information and contact persons
25.2.1 The Parties shall work closely together and keep each other informed on an ongoing
basis about any developments which may be significant for the Objects with the aim of
exploiting – to the benefit of both Parties – any cost-cutting potential which may arise
as a result.
25.2.2 If contact persons are not named in Appendix 8, both Parties shall appoint a contact
person and shall notify each other in writing no later than 10 (ten) calendar days
following signing of this Agreement of the key person responsible for consulting with
the other Party with regard to issues arising from this Agreement.
25.3 Entire Agreement; Amendments
This Agreement and the appendices attached hereto contain the entire agreement of the
parties with respect to the subject matter of this Agreement, and supersede all prior
negotiations, agreements and understandings with respect thereto. No supplementary
agreements have been entered into in addition to this Agreement. Subsidiary agreements,
amendments or supplements to this Agreement shall be made in writing to be effective. This
written-form requirement can likewise only be waived or altered in writing. Written form, as
required by this Agreement, shall only be deemed to prevail, if the declaration has been
personally signed by the sender and the original or a fax thereof sent to the other Party. The
written form described in the preceding may not be replaced by declarations or statements

24. made in electronic form.
25.4 Preclusion Period / Duty to Claim and Notify
The Supplier shall be obliged to enforce any contractual claims to which it is entitled within 4
(four) weeks after they arise. Upon expiry of this period, claims which have not been enforced
shall be excluded unless evidence is furnished to demonstrate that knowledge of such claims
was only obtained at a later date.
25.5 Severability Clause
25.5.1 Should the provisions of this Agreement be or become – either wholly or in part –
ineffective or impracticable, this shall not affect the validity of the remaining provisions.
The same shall apply should this Agreement contain any unintended gaps. Such invalid
or impracticable provisions shall be replaced by provisions which, wherever legally
possible, approximate as closely as possible with the purpose of the originally intended
provisions.
25.5.2 Errors, unintended gaps and contradictions shall be treated and interpreted in
accordance with the spirit of this Agreement and on the basis of mutual trust between
and in compliance with the intention of the Parties.
25.6 Environmental Protection, Duties to Declare
Should Supplier deliver legally permissible products, which are, however, subject to statutorily-
imposed substance restrictions and/ or information requirements (e.g. REACH, RoHS),
supplier shall declare such substances in the web database ........................
(www.___________.net) or in a reasonable format provided by Purchaser no later than the
date of first delivery of products. The foregoing shall only apply with respect to laws which are
applicable at the registered seat of Supplier or Purchaser or at the designated place of delivery
requested by Purchaser. Furthermore, Supplier shall also declare all substances which are set
out in the so-called “............ list of declarable Substances” applicable at the time of delivery in
the manner described above.
25.7 Applicable Law
25.7.1 This Agreement and all Purchase Orders shall be subject to Swiss substantive law and
the law of contract (Obligationenrecht) in particular, to the exclusion of the United
Nations Convention on the International Sale of Goods of April 11th, 1980.
25.7.2 The language of this Agreement and its performance is English.
25.8 Dispute Resolution
25.8.1 If any dispute arises in connection with this Agreement or other agreements concluded
within the context of the same, the responsible representatives of the parties shall
attempt, in fair dealing and in good faith, to settle such dispute. If a party provides
written notification to the other party that such attempt has failed, then each party shall
promptly appoint in writing a senior representative duly authorized to resolve such
dispute. Each party shall give notice of the appointment of such senior representative
to the other party and such senior representatives shall try to reach an amicable
settlement. If such senior representatives have not been appointed and/or are not able
to reach an amicable settlement within a time period of 30 (thirty) days after the
appointment of the first senior representative or such other time period as the parties
may agree in writing, then either party may, by written notification to the other party,
require that the dispute be submitted for resolution pursuant to the following paragraph.
25.8.2 In the event that a dispute cannot be settled pursuant to the preceding sub-clause, the
parties agree to submit the matter to settlement proceedings under the International

25. Chamber of Commerce (ICC) ADR Rules. If the dispute has not been settled pursuant
to said ADR Rules within 45 (forty-five) days following the filing of the request for ADR
or within such other period as the parties may agree in writing, each party may refer
the dispute to arbitration pursuant to the following sub-clause.
25.8.3 All disputes in connection with this Agreement, which are not settled pursuant to the
above two sub-clauses, including any question regarding the existence, validity or
termination or any subsequent amendment of the Agreement or any Purchase Order,
and all claims in connection with it in respect of which no dispute exists but which
require enforcement, shall be finally settled in accordance with the ICC Rules of
Arbitration. With regard to any dispute subject to this section the IBA Rules on the
Taking of Evidence in International Commercial Arbitration of June 1, 1999 shall apply.
The work product of an (outside or in-house) attorney and communication between an
(outside or in-house) attorney and a client shall be subject to the privilege provided for
in Article 9 section 2 of said IBA Rules and shall not be disclosed.
25.8.4 If the value of the total matter in dispute, including the value of any counterclaims, is
less than € 1 million, the tribunal shall consist of one arbitrator, and if the value of the
total matter in dispute is € 1 million or more the tribunal shall consist of three arbitrators.
If the parties cannot agree whether or not the value is less than € 1 million, the
appointing authority shall decide on the number of arbitrators on written request by one
of the parties. If the tribunal consists of one arbitrator, the appointment shall be effected
as set forth in Article 8.3 of the ICC Rules of Arbitration.
25.8.5 If the tribunal consists of three arbitrators, each party shall nominate one arbitrator for
confirmation by the ICC. Both arbitrators shall agree on the third arbitrator within thirty
(30) days after their appointment. Each arbitrator nominated by a party shall use
reasonable efforts to consult with such party with respect to the third arbitrator before
agreeing on his/her nomination. Should the two arbitrators fail to reach an agreement
on the third arbitrator within the thirty-day period, the ICC shall select and appoint the
third arbitrator.
25.8.6 The seat of arbitration shall be Copenhagen, Denmark. The procedural law of such
seat of arbitration as applicable to international arbitration proceedings shall apply
where the ICC Rules of Arbitration are silent.
25.8.7 The language to be used in the ADR and the arbitration proceedings shall be English.
25.8.8 Any party to this Agreement shall have the right to have recourse to and shall be bound
by the Pre-arbitral Referee Procedure of the ICC in accordance with its respective rules

26. without having to fulfill the prerequisites of sub-clauses 25.8.1 and 25.8.2.
For ____________________ For _________________
Brande, ____________ ________________, _____________
[Date] [Place] [Date]
__________________________ ______________________________
...............................................
Director of Procurement
__________________________ ______________________________
............................................
Commercial Head of Procurement