General Purchasing Conditions

I. Definitions
1. ESS B.V.: ESS B.V. and/or all companies affiliated to it.
2. Supplier: the natural person or legal person (and all other suppliers that the supplier calls in for the execution of the Agreement) with whom ESS B.V. con-cludes an Agreement with regard to the purchase of the goods specified in the Agreement and/or the supply of services.
3. Agreement: all written agreements made between ESS B.V. and the Supplier relating to the purchase of goods and/or the supply of services, of which in any event the purchase order of ESS B.V. and these Purchasing Conditions form part.
4. Purchasing conditions: these general conditions that form part of the Agree-ment between ESS B.V. and the Supplier.
5. Incoterms: the most recent version on the day of the offer of the Incoterms, as drawn up and issued by the International Chamber of Commerce;

II. Applicability
1. In addition to the individual contractual agreements, including the Agreement, these Purchasing Conditions shall be applicable exclusively for all business transactions with the Supplier. They shall be applicable to permanent business relationships or framework agreements in all subsequent delivery relation-ships until new Purchasing Conditions of ESS B.V. become effective.
2. Any other conditions shall not be accepted as contract conditions.
3. All agreements that are made relating to the formation of the Agreement shall be laid down in writing. All modifications or changes to contractual agree-ments shall be laid down in writing and are subject to the approval of ESS B.V.
4. In the case the contents of the Agreement deviate from the contents of these Purchasing Conditions, the contents of the Agreement shall prevail.

III. Offers and Formation of the Agreement
1. All offers must be in accordance with the request by ESS B.V. with regard to quantity and quality. Any deviation from the request must be stated explicitly in the offer. The Supplier is bound to his offer for at least one month and shall supply a sample of the good in question. Offers and samples shall be sup-plied free of charge. All prices are stated in EUR/USD including VAT, exclud-ing delivery costs and including packaging and insurance.
2. An Agreement between ESS B.V. and the Supplier shall only be formed if ESS B.V. has accepted a tender or an offer from the Supplier in writing and explic-itly.
3. Our offers to treat (orders) shall be accepted within three working days of receipt by way of a written order confirmation with binding information on the delivery time, order number, order reference, order date and prices. Our or-ders shall always be produced in writing. If framework orders exist that re-quire delivery call-offs, our contractual delivery call-offs shall be binding if the supplier does not object to them within three working days of receipt.
4. If a binding delivery date has not yet been agreed, the supplier must not undertake measures that incur costs unless we have agreed to these measures. If a binding delivery date has not yet been agreed but adherence to a delivery date requested by us requires measures to be undertaken, the supplier must inform us of this in writing.

IV. Purchase order and Documentation
1. Framework agreements only determine the purchase of necessary basic materials within the limits of what is required. The manufacture of goods that must be supplied on demand is only permitted after an instruction to release.
2. If the Supplier makes changes to drawings or forms, he shall bear the risk of non-acceptance of the goods and of all faults and damage that are caused by this.
3. Deviations with regard to quantity and quality relating to the text and contents of the purchase order of ESS B.V. and later changes in the Agreement will on-ly be considered as agreed upon after an explicit written confirmation on the part of ESS B.V.
4. In consultation with the Supplier ESS B.V. is authorised to request modification of the structure, delivery quantities and delivery dates before the order is pro-cessed. Appropriate agreements satisfactory to both parties shall be made regarding the consequences of such modifications. If no agreement can be reached, ESS B.V. retains the right to dissolve the Agreement. In a case of this kind the Supplier shall receive reasonable compensation. Without consultation with ESS B.V. the Supplier is not entitled to make changes to the structure or design as compared with prior, similar supplies and services.
5. Drawings, tools, samples, models, brands and representations, etc. and end products and semi-finished products that are handed over by ESS B.V. or have been manufactured for ESS B.V. shall remain or become the property of ESS B.V. and shall not be supplied to or be checked by third parties without the explicit written permission of ESS B.V.. Subject to individual, differing agreements, they shall be returned immediately to ESS B.V. without further re-quest as soon as the purchase order of ESS B.V. has been completed. Goods that have been manufactured with the stated tools, brands and representa-tions, or labelled products shall only be supplied to third parties with the ex-plicit permission of ESS B.V., in so far as the clause under number XVI is also applicable.

V. Prices, Invoices, Terms of payment
1. The price that is stated in the Agreement is the maximum price. The price may be lower, but not higher. It is assumed that the prices are inclusive of VAT, but VAT shall be stated separately.
2. Unless it has been agreed upon otherwise in writing, the price is considered to be Delivery Duty Paid – DDP, within the meaning of the Incoterms – to the dispatch address stated by ESS B.V. including packaging and transport insur-ance. Unless agreed upon otherwise, by way of exception, the packaging shall be charged at net cost price.
3. In the case of a return consignment at least two thirds of the calculated value shall be credited.
4. Invoices shall be submitted separately from the goods dispatch in duplicate for each purchase order or each part delivery or part service. The invoices must contain an order number, order reference and order date. VAT must be stated separately.
5. The payment shall take place only after receipt of all goods without faults, or complete supply of services without faults after receipt of the invoice. The same applies in the case of approved partial deliveries. Arrears in payment that are due to incorrect or incomplete invoices shall not affect the discount periods.
6. Payment shall be made after complete delivery (or permissible partial deliv-ery) and after receipt of a proper invoice. A 3% discount shall be granted if payment is made within 20 days of the end of the monthly invoicing period following the performance and receipt of a correct invoice. .
7. If the Supplier does not fulfil or completely fulfil any obligation arising from the Agreement or these Purchasing Conditions, ESS B.V. is entitled to suspend the payment obligation to the Supplier.
8. Payment by ESS B.V. does not imply the waiver of any right in any way.
9. Within the limits of statutory regulations ESS B.V. is entitled to settlement or deduction.
10. If the supplier’s creditworthiness or ability to deliver worsens to an extent that puts the fulfilment of the contract at risk or the supplier permanently stops his performance, we shall be entitled to terminate the contracts in part or in full or to withdraw.
11. Offsetting and retention rights shall be available to us in the scope laid down by law.

VI. Delivery dates and Delivery periods, Delays
1. Delivery dates and delivery periods for orders and the dispatch of goods are binding. A delivery date or delivery period shall be regarded as fulfilled if the factories of ESS B.V. have received the goods on time. Partial deliveries shall only be accepted if previously agreed with ESS B.V.
2. The Supplier should inform the purchase department concerned of ESS B.V. immediately in writing of any problems that may prevent the timely delivery of the quality described in order to obtain a decision from ESS B.V. regarding the continued validity of the order. The Supplier is liable if the information on the delay arrives too late or was not given.
3. The Supplier shall be deemed to be in default when he exceeds an agreed period for the delivery or parts of the delivery of goods.
5. In the case of dissolution ESS B.V. may keep partial deliveries by the issue of a credit note.
6. ESS B.V. is not obliged to accept delivery of goods if this takes place too early.
7. In the case of non-fulfilment of the obligation to deliver resulting from the Agreement, the Supplier shall pay to ESS B.V., following a warning, a con-tractual penalty of 0,5 % of the total net order value, for each week that has commenced. The maximum penalty is 5% of the total net order value. The con-tractual penalty paid shall be settled with any damage claims. This penalty shall be without prejudice to any right of ESS B.V. to compensation.
8. In cases of slight negligence by us, claims for damages from the supplier due to delayed receipt or approval shall be limited to the typical damages ex-pected.
9. In the event that the goods delivered by us are sold as new goods to con-sumers, the legal regulations in corporate redress shall also apply in the rela-tionship between Hansgrohe and the supplier; in particular:
i. our defect claims shall lapse at the earliest two months after the time when we fulfilled the claims of our contractual partner, whereby this end restriction shall finish at the latest five years after the time when the supplier delivered the item to Hansgrohe,
ii. no other necessary period shall need to be set for our defect rights if we have to take back products we have delivered as a result of defects in a contractu-al item delivered by the supplier or if we have to reduce the purchase price or if any other claims whatsoever are made against us,
iii. we may request the reimbursement of costs that we have incurred in the relationship with the buyer if the defects asserted by the buyer already exist-ed when the risk was transferred to Hansgrohe, and
iv. the burden of proof shall be reversed with the condition that the period starts on transfer of the risk to the consumer.
10. Point 9 above shall also apply if goods produced by us are integrated into another product or otherwise processed before being sold to a consumer.
11. Before we recognise or fulfil a defect claim asserted by a contractual partner, we shall inform the supplier about the asserted claim and request a statement within an appropriate period of time. If the statement is not provided within the appropriate period of time and no mutual solution is found, the defect claim actually granted by us shall be considered to be the responsibility of the contractual partner unless the supplier proves the opposite.

VII. Delivery, dispatch, transport and packaging
1. All deliveries are strictly DDP, within the meaning of the Incoterms.
2. Each delivery must be accompanied by delivery notes and packing slips. These documents must include the following information: order number of the Supplier and ESS B.V., number of articles and units, gross and net weight and, if necessary, the calculated weight, description by the Supplier and ESS B.V. of the goods including part identification numbers and the remaining quantity in an approved part delivery.
3. In the case of delivery of freight a dispatch note shall be sent separately to ESS B.V. on the day of dispatch.
4. All goods must be delivered in the packaging specified by ESS B.V. and the Supplier is responsible for ensuring that the goods are protected against damage by means of the packaging. Unless instructed otherwise, the goods shall be packaged properly and according to the practice of the industry.
5. Special packaging material may only be sent back if the delivery documents contain such instructions. This shall be returned carriage paid.

VIII. Ownership and risk
1. The Supplier is liable for damage that takes place during the transport includ-ing the unloading up to the point of acceptance at the delivery point. For this reason the Supplier is obliged to take out adequate transport insurance for his delivery.
2. In the exceptional case ESS B.V. bears the transport costs, in principle the cheapest method of transport should be chosen, taking transport safety into account.
3. Transfer of the risk shall take place as per the agreed Incoterms. Title shall transfer as soon as the goods have been delivered properly to the dispatch address or on the installation and acceptance of the goods in the factories of ESS B.V. Until the time of dispatch the goods shall be stored at the expense and risk of the Supplier.
4. We shall remain owners of the retained goods even if we refuse to receive or accept the goods due to delayed or defective delivery or do not place addi-tional orders. In such cases, the remaining retention goods shall be made available to us on request, free of charge. The supplier may neither pledge nor use as collateral the retention goods without our prior written agreement. For pledges or other interventions by third parties, the supplier shall inform us in writing without delay. The supplier shall be entitled to process the retained goods in normal business processes when manufacturing the goods ordered by us for us.
5. All extensions or lengthening of the supplier’s reservation of title that goes beyond the simple retention of title for the unprocessed supplier goods stored for us, in particular after processing, combining or mixing with other goods and after the sale of the supplier goods are not recognised by us.
6. The supplier only has an offsetting or retention right due to legally binding or finally determined or undisputed counter-claims.

IX. Performance of services
1. The performance of services should take place in the manner and time as indicated in the Agreement.
2. The Supplier shall be deemed to be in default when he exceeds an agreed period for the provision of services.
3. The provision of services is completed at the moment when ESS B.V. has confirmed in writing that the services provided have been carried out or the services have been approved. The Supplier may not derive any right from this confirmation or approval and consequently the confirmation or approval does not preclude ESS B.V. from exercising its rights that (inter alia) arise from a default on the part of the Supplier.

X. Force majeure
1. War, civil war, export restrictions or trade restrictions arising from a change in the political circumstances, and strikes, lock-outs, disturbances in the work and restrictions to the work and similar events, that make it impossible or un-acceptable for ESS B.V. to fulfil the contract conditions, are considered as a situation of force majeure and release ESS B.V. from its contractual obliga-tions and the obligation of timely acceptance as long as this situation contin-ues. After notification by ESS B.V., ESS B.V. and the Supplier shall modify their obligations in good faith according to the changes in the contractual conditions. As soon as the period of the force majeure has existed at least two weeks without interruption, ESS B.V. is entitled to terminate the Agree-ment, without this giving rise to any right to compensation.
2. Force majeure on the part of the Supplier does not include in any event: third parties brought in, breakdown of auxiliary materials, liquidity or solvency problems of Supplier.

XI. Quality, quality assurance
1. With regard to the delivery the Supplier must comply with the recognised technology standards and the agreed (technical) data, in particular the quali-ty specifications and applicable safety laws and other safety regulations. On the basis of the international ISO 9000:2000 standard the Supplier should maintain a quality management system with a guarantee of a target of zero faults and the continuous improvement of his performance.
2. The Supplier is responsible for ensuring that his suppliers maintain a compa-rable quality management system which ensures that purchased parts and/or externally improved parts are free from faults. Details may be regulated in Quality Assurance Agreements (QAA) and in individual written agreements relating to quality between ESS B.V. and the Supplier. Such agreements should be concluded separately.

3. The Supplier shall observe and comply with the European REACH (EC/1907/2006) regulation and provide ESS B.V. with all information re-quested by ESS B.V. in this context

XII. Resources efficiency, environmental protection and occupational safety
1. ESS B.V. expects from its suppliers a consequent environment protection management and adherence to environmental and occupational safety standards.
2. During the supply relationship any supplier is obliged to use required re-sources, especially any materials, energy and water efficiently. The supplier has to minimize any environmental impact especially with regard to waste, waste water, air and noise pollution.
3. The supplier is obliged to ensure the safety and health of his employees at work.
4. The supplier is required to introduce and maintain an environmental man-agement system according to ISO 14001, an energy management system according to the requirements of ISO 50001 and an occupational health and safety management system according to ISO 45001.
5. For any sourcing Hansgrohe takes the improvement of environmental perfor-mance and energy efficiency into account. Any supplier is requested to offer products that support these improvements.

XIII. Inspections
1. If there are no agreements within the framework of a Quality Assurance Agreement, the deliveries shall be inspected by ESS B.V. for obvious devia-tions from the quality and quantity specifications within a reasonable period of time. Notification of a fault that is made by ESS B.V. is on time if this is re-ceived within a period of 10 working days after the receipt of the goods by the Supplier or, in the case of hidden faults, from their discovery.
2. If goods are rejected ESS B.V. shall inform the Supplier. ESS B.V. shall store the rejected goods at the expense and risk of the Supplier or have them stored. If the Supplier has not taken these goods back within a period of 14 days after ESS B.V. has notified the Supplier that the delivered goods have been rejected, ESS B.V. shall return these goods to him regardless of permis-sion of the Supplier, at his expense and risk. If the Supplier refuses to take back the goods, ESS B.V. can store these goods at the expense and risk of the Supplier or sell or destroy them.
3. The Supplier may not derive any right from the results of an inspection or examination as referred to in paragraph 1 or from this inspection or examina-tion not taking place.
4. The supplier shall undertake to pass on the aforementioned rules on defect claims as appropriate to his suppliers and must on our request assign defect claims to us on account of performance.
5. The supplier shall present the limitation provisions above to his operating liability insurance company for inclusion in his operating and product liability insurance policy.

XIV. Guarantee
1. The Supplier guarantees that the goods to be supplied or the services to be performed conform to the Agreement and these Purchasing Conditions. This guarantee shall at least warrant that:
– the goods have the characteristics as agreed upon;
– the goods are new and free from faults and rights of third parties;
– the goods or the services are suitable for the purpose for which the purchase order was placed or the Agreement was entered into;
– the services will be performed in an expert manner and without interruption;
– the goods or services comply with the requirements laid down by or pursuant to law and/or applicable self-regulatory rules, inter alia in the area of quality, health, safety, environment and advertising;
– the goods bear a notice from the producer or from the person that puts the goods on the market; and
– the goods bear and are accompanied by all data and instructions that are necessary for correct and safe use.
2. If it is found that the goods delivered – irrespective of the results of previous inspections – do not fulfil the provisions in paragraph 1 of this article, the Supplier shall at its expense and on ESS B.V.´s first demand repair or replace the goods or supplement the missing goods, at the option of ESS B.V., unless ESS B.V. prefers dissolution of the Agreement in accordance with the provi-sion in Article XIX of these Purchasing Conditions and all this without preju-dice to the other rights of ESS B.V. on account of default (including the right to compensation). All costs to be incurred in this connection (including those for repair and disassembly) shall be borne by the Supplier.
3. In urgent cases and in cases it must reasonably be assumed, after consulta-tion with the Supplier, that the latter will fail to fulfil his guarantee obligations, ESS B.V. is entitled to carry out repair or replacement itself or to have this car-ried out by third parties at the expense of the Supplier. This does not release the Supplier from his obligations arising from the Agreement and these Pur-chasing Conditions.
4. Unless it has been agreed upon otherwise in writing, a guarantee period of five years after the goods have been supplied or the services provided shall apply.
5. An agreed guarantee period shall begin to run anew after the acceptance of the repair, replacement or supplement made on which the guarantee provi-sions are applicable.
6. If similar errors occur in more than 5% of the goods delivered by the Supplier in a six-month period, all of the goods from this production period shall be considered to have this defect and are therefore considered tob e in breach of the provisions of section 1 above (serial defect) unless the Supplier proves the opposite.

XV. Confidentiality
1. The Supplier is obliged to observe absolute confidentiality of information originating from ESS B.V. (including ideas, knowledge, trade secrets, data, procedures, substances, samples, etc.) that come to his knowledge within the framework of (the execution of) the Agreement and that have been designat-ed by ESS B.V. as confidential or of which the Supplier may reasonably pre-sume the confidential nature (“Confidential Information”). The Supplier shall restrict access to Confidential Information to the persons who require this in-formation for (the execution of) the Agreement. Except with the prior written permission of ESS B.V., the Supplier shall not make any Confidential Infor-mation or any part of it known or public to any person, firm, company or oth-er entity and the Supplier shall not use the Confidential Information or any part of it other than for (the execution of) the Agreement.
2. The obligation of confidentiality referred to in Article XV paragraph 1 does not apply to information for which the Supplier can demonstrate using written proof that this:
– was fully in its possession prior to disclosure by ESS B.V. without the Supplier being bound by an obligation of confidentiality towards ESS B.V. or a third party; or
– was already generally known at the moment of disclosure by ESS B.V. or available or became so afterwards, other than by an act or omission of the Supplier; or
– was obtained by the Supplier from a third party that was not bound by an obligation of confidentiality with regard to this information; or
– was developed by the Supplier independently without making any use of information disclosed by ESS B.V.; or
– on the basis of the law, any rule or regulation of an organisation recognised by the authorities or a binding decision by a court or another governmental body not subject to appeal must be made public by the Supplier. In that case, the Supplier shall inform ESS B.V. of this punctually in writing so that the scope of the disclosure by the Supplier can be restricted in consultation with ESS B.V. to that which is strictly necessary.
3. The Supplier is obliged to impose the same obligation as referred to in Article XV paragraph 1 on his employees or third parties that he has brought in dur-ing the execution of the Agreement. The Supplier guarantees that these em-ployees/third parties will not act contrary to the obligation of confidentiality.

XVI. Intellectual property
1. In so far as relating to goods supplied by the Supplier and/or services pro-vided by him, including the corresponding documents, intellectual property rights shall be applicable, for which the Supplier can prove that these already existed prior to the coming into force of the Agreement and were owned by the Supplier or that they were developed independently from (the execution of) the Agreement, these intellectual property rights are vested in the Supplier. The Supplier shall grant to ESS B.V. a non-exclusive, perpetual, irrevocable, worldwide and transferable right of use with regard to such intellectual prop-erty rights for any purpose that is related to the company or the activities of ESS B.V. This right of use of ESS B.V. also includes the right to provide such right of use to its customers/potential customers or to other third parties with whom it maintains relationships in connection with the operation of its busi-ness.
2. The Supplier guarantees that the use (including selling on) of the goods supplied by him or the services carried out will not infringe intellectual proper-ty rights or other rights/property rights of third parties.
3. The Supplier shall indemnify ESS B.V. against all claims by third parties arising from any infringement of the rights stated in Article XV paragraph 2 of these Purchasing Conditions and the Supplier shall compensate ESS B.V. for all damage resulting from this.
4. All drawings, materials and other auxiliary materials provided by ESS B.V. or effected or purchased by the Supplier and paid for by ESS B.V., shall be the property of ESS B.V. and are immediately claimable at all times by ESS B.V.. The Supplier shall manage all these auxiliary materials at his expense and risk, and maintain them in good condition. He shall not use these for, or cause them to be used by, third parties unless authorised to do so in writing by ESS B.V.. Article XIV relating to ´Confidentiality´ shall be applicable mutatis mu-tandis to all auxiliary materials referred to in this paragraph.
5. All intellectual property rights relating to all materials, methods, data, draw-ings, information, reports, know-how, inventions, trade secrets, improvements, techniques and other results, and corresponding documentation, arising in connection with or as a result of any relationship (including the Agreement) between ESS B.V. and the Supplier, from the moment of formation shall be vested exclusively in ESS B.V.. In so far as necessary the Supplier shall trans-fer in advance, unconditionally and for no consideration, these intellectual property rights to ESS B.V., which transfer ESS B.V. shall accept. If a docu-ment or another formal action is necessary for the transfer or the noting in relevant registers, the Supplier shall promise now for then his unconditional cooperation in this, or shall give now for then irrevocable power of attorney to ESS B.V. to cause it to effectuate this transfer or note (or other formal ac-tion).

XVII. Liability, Indemnity and Insurance
1. Any failure of the Supplier to fulfil its obligations shall entitle ESS B.V. to demand that the Supplier fully or partly remedy the failure and/or its conse-quences at the expense and risk of the Supplier.
2. The Supplier is liable for all damage suffered by ESS B.V. as the result of a failure in the fulfilment of the obligations by the Supplier and/or as the result of any act or omission of the Supplier or his personnel or third parties en-gaged by him. The liability of the Supplier relates to both direct and indirect damage.
3. Without prejudice to the provisions in Article XVI paragraph 3, the Supplier shall indemnify ESS B.V. against all claims by third parties in connection with the Agreement entered into between ESS B.V. and Supplier.
4. The Supplier shall insure himself or be insured adequately against liability as referred to in this article, and shall allow ESS B.V. to inspect the policy if re-quired. This obligation to insure also extends to auxiliary materials that are involved in any way during the execution of the Agreement.
5. ESS B.V. is not liable for damage suffered on the part of the Supplier, unless the damage is the result of intentional or willful recklessness on the part of any of the management at ESS B.V.
6. The supplier shall ensure that our tools and models are appropriately insured against fire, water, storm, burglary and vandalism damage within the frame-work of his existing insurance policies. The supplier hereby already assigns to us the claims for damages from this insurance policy; we accept the assign-ment. The supplier is also obliged to carry out essential maintenance and in-spection work and all servicing and repair work on our items in good time. The costs for this work and any additional costs for insurance protection shall be borne by the supplier, as is usual in the industry.

XVIII. Spare parts, last order
1. In the event that the supplier intends to stop producing the goods delivered to us or spare parts for these goods, he shall inform us about the decision with-out delay, and at least 12 months in advance, in writing and explicitly. The supplier shall give us the opportunity to issue a last order.

XIX. Dissolution
1. ESS B.V. is authorised at its discretion to suspend the execution of the Agree-ment wholly or in part or to dissolve the Agreement wholly or in part by a written declaration without judicial intervention (and with immediate effect) (without ESS B.V. being obliged to pay any compensation) in the case:
– the Supplier fails to fulfil any of its obligations arising from the Agreement and/or these Purchasing Conditions;
– the Supplier applies for or is granted suspension of payments, or an applica-tion for the Supplier´s liquidation is filed or a liquidation order is issued against the Supplier;
– a guardian or administrator is appointed over the Supplier;
– the Supplier´s enterprise is sold or discontinued;
– permits which are required for the performance of the Agreement are re-voked; or
– attachment is made on a significant part of the Supplier´s operating assets.
2. All claims that ESS B.V. might have or obtain in the situations as stated above in Article XIX paragraph 1 against the Supplier shall be immediately due and payable in full.

XX. Transfer
1. The Supplier shall not transfer the rights and duties arising for him from the Agreement and these Purchasing Conditions wholly nor in part to third parties without the prior written permission of ESS B.V. Payments shall only be made to the Supplier.
2. The Supplier shall not subcontract the execution of its obligations arising from the Agreement and these Purchasing Conditions, neither wholly nor in part, to third parties without the prior written permission of ESS B.V.

XXI. Corporate Responsability
1. The Supplier is obliged to take into account the ´Masco Corporation Supplier Business transactions Policy´ in accordance with Appendix 1.
2. ESS B.V. shall send to the Supplier upon request the most recent versions of these documents.

XXII. Miscellaneous
1. If one or more clauses of these Purchasing Conditions is or becomes invalid, this shall not affect the validity of the other clauses. Invalid clauses shall be in-terpreted again in such a manner that the economically intended aim of these clauses is achieved.
2. The Dutch text of these Purchasing Conditions forms the only authentic text. The Dutch text shall prevail in case of differences between the Dutch text and a translation in a foreign language.

XXIII. Applicable law and competence
1. The legal relationship between ESS B.V. and the Supplier is governed exclu-sively by Dutch law, this with the exclusion of the the UN Convention on Con-tracts for the International Sale of Goods (CISG).
2. If the registered office of the Supplier is in one of the member states of the European Union, the District Court of Amsterdam, the Netherlands, has sole jurisdiction to hear any disputes arising in connection with this Agreement, or further agreements resulting therefrom.
3. Should the registered office of the Supplier be outside the European Union, all disputes arising in connection with this Agreement, or further agreements resulting therefrom, which cannot be settled amicably, shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Insti-tute (Nederlands Arbitrage Instituut). The place of arbitration shall be Am-sterdam. The arbitral procedure shall be conducted in the English language.

Appendix 1
Masco Corporation Supplier Business Practices Policy

We – ESS B.V., a company of the Masco Group – pride ourselves on our reputation for honesty, integrity and outstanding performance in everything we do. We therefore expect and require that all goods produced on our be-half or on behalf of any Masco family brands are made in production facili-ties that comply with particular criteria relating to human rights, working con-ditions and environmental protection.

The selection and ongoing business relationships with our suppliers depend on compliance with the following standards that apply to all products that we purchase:

1. Compliance with all applicable laws and regulations.
2. Protect against the use of workers younger than the minimum age required by law.
3. Protect against the use of forced labour.
4. Provide appropriate wages and benefits as required by law.
5. Protect against excessive working hours that exceed local laws or business customs.
6. Protect against physical and mental punishment of workers.
7. Protect against unlawful discrimination against workers and encourage employment based on ability.
8. Respect workers’ rights to associate freely.
9. Maintain safe and clean workplaces and residential facilities, in compliance with the law.
10. Protecting the company’s confidential information.

We will not knowingly work with suppliers that do not respect these standards and those of our customers. We will periodically assess our supplier’s compliance with these standards and those of our customers. Any reported non-compliance will be investigated and appropriate action will be taken. These standards apply whether the supplier is a Masco company, an affiliate, or a third party.