Clause 1 – Scope of application

• As from the date of publication, these general terms and conditions of purchase (hereinafter “General Terms and Conditions”) apply to all orders and purchases of goods and services by Wiltech Acoustics Ltd, Company number 15138946, and/or its affiliates (hereinafter “WA”) on the recipient and its affiliates named in the WA purchase

order (“Supplier”), unless superseded by agreement in writing signed by [a Director] of WA and the Supplier.

• Through the acceptance by the Supplier of a purchase order issued by WA, a Contract (as defined hereafter) is concluded between the parties. Such acceptance may be express or implied in accordance with Clause 2.2 below and shall mean the application of these General Terms and Conditions by the parties to the Contract. The application of any other additional or deviating terms and conditions of the Supplier or any agent or affiliate of the Supplier, mentioned on whatever document, are explicitly rejected, and shall have no effect.

• These General Terms and Conditions, and where applicable, the specific terms and conditions mentioned in the purchase order issued by WA or otherwise agreed between the parties in writing, constitute the entire purchase agreement between the parties (hereinafter “Contract”) and replace and supersede all prior written or oral declarations, agreements or arrangements between the parties relating to the same subject matter. Notwithstanding Clause 4 below, each amendment to the Contract shall only be effective if in writing, duly signed by an authorized representative of each party (which for WA shall mean either a Director or a WA procurement representative).
• In case of discrepancies between the provisions of these General Terms and Conditions and the specific terms and conditions mentioned by WA in the purchase order or otherwise agreed between the parties in writing, the specific order terms and conditions shall take precedence over the provisions of these General Terms and Conditions. Irrespective of any other language used, the English language version of these General Terms and Conditions shall always apply and take precedence.

• In these General Terms and Conditions the following definitions apply:

affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity and ‘affiliated’ shall mean an affiliate of the relevant entity;

Business Day means Monday to Friday except for public holidays;

Control has the meaning given to it in section 1