General Terms & Conditions

Unless There Is A Written Agreement Covering The Purchase Of The Same Products Between The Entity Named In The Purchase Order (“supplier”) And The Member Of The Wavin Group Acquiring The Products (As Defined Below) (“wavin”) (Each Of Them Also Referred To As A “party”, And Collectively As The “parties”), Any Purchase Of Products By Wavin Are Subject To These Terms And Conditions Of Purchase (The “terms And Conditions”). Subject To The Foregoing, Any Previous Agreements Entered Into By And Between The Parties Are Hereby Replaced By This Agreement (As Defined Below) And Any Additional Or Different Terms Proposed By Supplier (Including Any General Terms And Condition Of Sale By Supplier) That Supplier Seeks To Impose Or Incorporate Are Expressly Rejected And Shall Not Be Binding Upon Wavin Unless Expressly Accepted In Writing By Wavin’s Authorized Representative With Specific Reference To Those Terms. Any Delivery Of Products And/or Services Shall Constitute Acceptance Of These Terms And Conditions.

I GENERAL CONSIDERATIONS

1. Applicability and definitions

1.1 These Terms and Conditions shall apply to every offer or quotation from the Supplier which concerns sales or provision of Products (as defined below) to or for the benefit of Wavin, every amendment thereof or addition thereto, as well as all (legal) acts in preparation for and/or execution of the Agreement (as defined below).

1.2 In these Terms and Conditions, the following terms shall have the following meaning:

1) Applicable Law: means any law, statute, order, decree, rule, injunction, license, permit, consent, approval, agreement, regulation, interpretation, treaty, judgment, or legislative or administrative action of a competent governmental authority, which applies to the supply or provision of Products and/or Services.

2) Agreement: means a Purchase Order, together with these Terms and Conditions.

3) Performance: any performance which the Supplier delivers or arranges to be delivered to Wavin pursuant to the Agreement, such as provision of Products, Services and/or Works in whatever form and/or the results thereof and/or all activities necessary for that purpose, in executing the Agreement in full.

4) Products: all goods, materials, Works and other items which the Supplier supplies or arranges to be supplied to Wavin pursuant to an Agreement, including any associated designs, drawings and models. Where applicable, a reference to Products may also comprise a reference to associated Works and Services;

5) Purchase Order: means Wavin’s order for the Products or Services submitted in accordance with clause

6) Services: means the services (including digital services) Supplier has agreed to perform to Wavin under the Agreement, which the Supplier performs or arranges to be performed on Wavin’s instructions, whether or not in return for payment, such as the provision of (technical) advice, designs or calculations, administrative or consultancy services, etc.;

7) Supplier: has the meaning given to it in the introduction;

8) Terms and Conditions: has the meaning given to it in the introduction;

9) Wavin: has the meaning given to it in the introduction;

10) Work: all works of a material nature which the Supplier establishes or arranges to be established on Wavin’s instructions;

1.3 In the Agreement,

(a) A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a Party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and email.

(f) The introduction and the Appendix shall form part of these Terms and Conditions.

1.4 In the event of a conflict between a term in this Agreement and any other document agreed between the parties, the term in this Agreement shall prevail. In the event of a conflict between a translated term in a document or this Agreement and the English equivalent, the English equivalent shall prevail.

1.5 The country-specific provisions set forth in Appendix 1 are hereby incorporated into these Terms and Conditions. In the event of a conflict between a term in a Purchase Order, the country-specific provisions and these Terms and Conditions, the term in the document first mentioned shall prevail.