certificate. Coverage for injuries to persons or damage to property must be worldwide including USA and Canada, with not less than EUR 4,000,000.00 per injury/damage and not less than EUR 8,000,000.00 per calendar year. Furthermore, if Supplier delivers products to Danfoss Supplier’s insurance shall cover liability for damages to or losses concerning objects (including objects belonging to Danfoss) that Supplier’s products are (i) made part of, mixed with, incorporated in, joint with, used for packing of or in any other way connected with; or (ii) worked up with or used for working up of; or (iii) used for production or working up of or any kind of handling of. 11. Secondary Damage Except for any liability under clauses 5 and 9 above and clause 12 below all claims for consequential losses, loss of profit, loss of goodwill and any other indirect losses are expressly excluded. This limitation shall not apply in the event of (i) willful misconduct or fraud, (ii) gross negligence, or (iii) in case of death or bodily injury. 12. Intellectual Property Rights Supplier shall ensure that the Products, or the use or transfer thereof, shall not infringe any intellectual property rights of any third party (including, without limitation, any patent, trademark, industrial design, copyright or license right or trade secret). If claims based on the Products’ infringement of intellectual property rights are made by a third party against Danfoss and/or Danfoss’ customers and/or end-users of the Products or Danfoss products of which the Products form part, Supplier shall indemnify Danfoss for all damages, costs and expenses arising out of or in connection with such claim or infringement. Danfoss shall without undue delay notify the Supplier of any such claim and allow the Supplier to either independently plead or to intervene in the proceedings regarding such infringement claim. Should Products be found to infringe the intellectual property rights of a third party, Supplier shall, without cost to Danfoss, modify the Products to be non- infringing or shall obtain and maintain such license and rights from the third party as are required for the unrestricted, continuous use of the Products. 13. Force Majeure Neither party can be held responsible for non-fulfillment of an Order, provided the non-fulfilling party proves that this is caused by force majeure, including but not limited to labor conflict involving other than Supplier’s employees, fire, export and import prohibitions, currency restrictions or other obstructions beyond its control, which could not reasonably have been avoided or limited. The party intending to claim relief due to force majeure shall, in writing, without delay inform the other party of the obstruction(s) and the implication of this for the fulfillment of the Order. This party is furthermore obligated loyally to co-operate in mitigating the consequences of a force majeure situation. In case the specific force majeure situation has not been terminated within two (2) months, the other party is entitled to terminate the Order by written notice with immediate effect without further liability. 14. Sustainability Supplier will in its manufacturing and supply of Products conduct its business with a minimum consumption of raw materials, energy and water, the fewest possible undesirable health, safety and environmental effects and the most effective utilization of natural resources. 15. Compliance with Requirements and Danfoss Negative List Supplier shall ensure that the Products, Supplier processes, and Supplier services conform to applicable law in the country/countries of manufacture, shipment, delivery, and (if provided to Supplier) the country of destination. Supplier shall cascade all applicable requirements down the supply chain to the point of manufacture. Supplier shall as a minimum fulfill all applicable environmental and safety rules valid in the manufacturing country at the time of manufacturing. Supplier shall at all times comply with the most recent version of the Danfoss Negative List. Supplier shall ensure that restricted substances on the Danfoss Negative List are not present in Products or Product packaging or used in Supplier’s or its sub-suppliers’ manufacturing processes. Supplier shall immediately inform Danfoss in writing if Products contain declarable substances. The Danfoss Negative List in force at any given time is available at: https://www.danfoss.com/en/about- danfoss/company/procurement/supplier-requirements/ 16. Danfoss Code of Conduct for Suppliers Danfoss has joined the United Nations’ Global Compact initiative, which means that Danfoss has agreed to live up to The Ten Principles of the United Nations Global Compact on human rights, employees' rights, the environment and corruption. The Ten Principles are incorporated in the Danfoss Code of Conduct for Suppliers available at: https://www.danfoss.com/en/about- danfoss/company/procurement/supplier-requirements Supplier shall comply with Danfoss Code of Conduct for Suppliers in force at the time in question. Supplier’s breach of this obligation is considered a material breach of the Order. 17. Conflict Minerals Danfoss or its customers may be subject to due diligence and reporting requirements regarding Conflict Minerals. If the Products contain tin, tantalum, tungsten or gold Supplier shall i) adopt policies and management systems with respect to Conflict Minerals and require its sub-suppliers of tin, tantalum, tungsten or gold to adopt similar policies and systems; ii) On Danfoss’ request exercise due diligence and without undue delay upload a populated and validated conflict minerals report (“CMR”) according to the Responsible Minerals Initiative Conflict Minerals Reporting Template (“CMRT”) to a platform designated by Danfoss; iii) Request CMR from its sub-suppliers of tin, tantalum, tungsten or gold as part of Supplier’s due diligence; and iv) support Danfoss, as reasonably required, to help Danfoss or its customers comply with reporting obligations. The CMRT-reporting template is available at: http://www.responsiblemineralsinitiative.org/conflict-minerals-reporting- template/ 18. Gifts and Gratuities All Danfoss employees are bound by a corporate standard governing ethics for all employees with contact to suppliers. Supplier not make any secret payment of commissions of money, substantial gifts, services, dining, entertainment and travels or other similar gratuities or benefits to any employee of Danfoss or such employee’s family directly or through a third party for the purpose of inducing the employee to do or omit any action or simply to look favorably on Supplier. Supplier acknowledges that a breach of this provision is considered a material breach of this Agreement and Danfoss shall be entitled to terminate this Agreement with immediate effect. 19. Export Control and Customs Export Control Regulations Supplier shall inform Danfoss about any applicable (re-) export license requirements for the Products under local (the country from which Supplier will export the Products), European or US export control law and customs regulations as well as the export control law and customs regulations of the country of origin of the Products. Therefore, at least in its offers, order confirmations and invoices Supplier shall provide the following information with respect to the Products: (i) ECCN (Export Control Classification Number) for European and/or US- goods (including technology and software) pursuant to the European Export Control regulations and/or US Export Administration Regulations (EAR); (ii) country of origin of the Products and of the components thereof, including technology and software; (iii) any transport of the Products through USA, manufacture or stocking of the Products in the USA and whether the Products have been manufactured by using US technology; and (iv)a contact person in Supplier's organization to provide further information to Danfoss upon request. Customs Supplier must satisfy all requirements of the applicable national and international customs and foreign trade legislation (“Foreign trade legislation”). Supplier must notify Danfoss in writing of all data and information that the ordering party needs in order to comply with the Foreign trade legislation in exports, imports and re-exports, in particular, but not limited to: the commodity code according to the current commodity classification for trade statistics and customs purposes based upon the Harmonized System (HS); and the country of origin (non-preferential origin). If requested by Danfoss the following must also be supplied: a certificate proving the non-preferential origin; and supplier declarations of preferential origin or preferential certificates (in the case of suppliers from countries where electronic origin statements do not apply). Upon Danfoss' request Supplier shall provide any other foreign trade data with respect to the Products and their components in written form and shall inform Danfoss of all changes to such data without undue delay and prior to supply to Danfoss. 20. Data Privacy To the extent necessary for carrying out an Order each Party acknowledges and authorizes global exchange, use and processing of relevant Contact Data by the receiving Party. “Contact Data” means names and business contact details of employees, business contacts persons and representatives of each Party, such as title, name, email address, telephone number etc., received by the other Party. As Contact Data is regulated by applicable laws on data privacy, each Party shall process and treat Contact Data in accordance with applicable laws, in accordance with specific instructions from the other Party, and in any event in a safe and secure manner preventing unauthorized access, use or disclosure. Each Party will use adequate contractual and technical mechanisms to protect Contact Data. Unless a special Data Processing Agreement is made, neither Party Classified as Business Danfoss General Terms and Conditions of Purchase, version 2020-01
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