T a b l e o f C o n t e n t s

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2 T a b l e o f C o n t e n t s 1 About the company Purpose of this manual General requirements Quality Management System Improvement System Environmental Protection Conflict Minerals REACH-Regulation CE-marking Supplier Long Term Declaration Cooperation Supplier Self-Assessment Supplier Audit Quality Assurance Agreement Initial Sample Obligation of Disclosure Purchasing Proposal Preparation Order Confirmation Invoice Issuing Logistics Delivery Loading Units Delivery Note Packaging Regulations for the Conveyance of Hazardous Materials Incoming Goods Inspection Non Acceptance Labeling of the Goods Complaints Supplier Evaluation Evaluation Sheet Declaration of Consent... 22

3 1 About the company Roth Werke GmbH, hereinafter referred to as Roth, is a multinational manufacturer of energy and sanitary systems with offices around the world. With the motto living full of energy Roth interlinks its product systems from regenerative energy generation with economic energy storage and energy application to a complete system from a single source. With its in-house R&D team, Roth has been setting benchmarks in state-of-the-art domestic systems for more than 60 years. Our activities are characterized by our philosophy, which is a guideline for our business. Secure and expand our medium-size family owned company Diversify products, markets and technologies to create synergies Success-oriented self-dependent activities of the companies and branches regarding the overall interest Customer-oriented business activities Expertise leadership in our markets through quality and innovation Environment- and resource-friendly production and design of the products Team-oriented thoughts and activities Employee support and favoring of their justified interests Fair business activities and responsible social commitment Earn appropriate profits to protect the independence These policies also reflect the requirements we place on our suppliers. The only way to meet these requirements is a consistent attitude along the supply chain.

4 2 Purpose of this manual We strive for fair and long term objectives with our suppliers. Continuous improvement in cooperation regarding processes and systems contribute to efficiency, reliability of supply and a high quality level. Rapidly increasing customer demands on Roth, call for a high level of flexibility and commitment of our suppliers. Therefore, the deliveries and services must be based on all agreed and legal requirements. This manual provides a basis of cooperation and points out conditions, techniques and implementation strategies which are needed to meet the common objectives. Our purpose is to achieve a continuously improvement of the process chain and to avoid mistakes as far as possible through active cooperation with our suppliers.

5 3 General requirements In order to establish a long term and trustful cooperation, it is necessary to set up regulations the supplier must obey. We presuppose the compliance with valid laws. 3.1 Quality Management System With the target of a preventative quality assurance (avoiding defects, ongoing improvement) along the supply chain, the supplier should have implemented a Quality Management System (QMS). The supplier has to issue a certificate under the requirements of DIN EN ISO A QMS should also be ensured among the subcontractors. In addition to this, Roth demands an appropriate risk management, in order to identify and remedy possible delivery bottlenecks in time. The existence of a QMS will have influence on the supplier evaluation. 3.2 Improvement System Continuous improvement must be part of our suppliers quality strategy. Roth expects an active assistance of the supplier to improve processes, procedures and products. The result should be a permanent improvement of the entire system For achieving this, it would be a requirement of Roth to implement an improvement system. Depending on the size, structure and terms of reference of the company there are several potential systems like CIP, lean management, Six Sigma, Idea Management or other recognized systems which can be implemented. 3.3 Environmental Protection Active protection of the environment is embedded in our company philosophy. Conserving resources in the development, manufacturing and use of our products is very important to us. Responsibility for the place where we live obliges us to ensure that we protect the environment, over and above the legal requirements. Through this, we are helping to reduce CO2 emissions significantly. With our own environmental declaration and the establishment of an environmental management system in compliance with EMAS (ECO- Management and Audit Scheme), we are committing ourselves to continuously. We expect this environmental awareness is demanded as well from our suppliers. The supplier should have a certification in conformity with EMAS or other established standards and ensure the use of environmentally friendly products and production processes.

6 3.4 Conflict Minerals Since May 2014 companies listed on US stock exchange must disclose to the Security Exchange Commission, if their products contain so called conflict minerals sourced from the Democratic Republic of Congo (DRC) or neighboring countries. The background to this is the section 1502 of the Dodd-Franc Act. With this regulation, the US Government intends to stop armed groups in parts of the Democratic Republic of Congo from financing by commodity extraction and trade. In the case of purchasing or processing these conflict minerals (e.g. gold, tin, tantalum, tungsten), the supplier must be willing to prove its origin. 3.5 REACH-Regulation REACH is a European Union regulation that addresses the registration, evaluation and authorization of chemical substances. It is in effect since 1 st July 2007 and shall ensure a high level of protection for human health and the environment. In accordance with the article 33 of the REACH regulation, suppliers are obliged to periodically inform their customers (downstream users) if a substance of very high concern is contained in a concentration of more than 0.1% weight by weight. The supplier shall supply the recipient of the product with sufficient information to allow a safe handling of the product, including, as a minimum the name of that substance. Also our suppliers must meet their obligations without being asked and transmit the information free of charge. 3.6 CE-marking The CE marking is intended to show compliance of a product with the product safety regulations in force in the Community. The Community rules lay down certain minimum requirements which must be met for numerous products. A product may be marketed or operated only if it complies with the requirements of all the applicable Community regulations and if an appropriate conformity assessment procedure has been followed. By affixing the CE marking the manufacturer, or (for manufacturers outside the European Community) the manufacturer s authorised representative based in the Community, confirms the product s conformity with the relevant European regulations, and its compliance with the essential requirements. The obligation to perform a conformity assessment also includes a complete and understandable documentation. This has to be provided on request at any time in the form of an EG-declaration of conformity or a declaration of performance (DoP).

7 3.7 Supplier Long Term Declaration The supplier long term declaration serves as proof of origin within the European Union. A goods proof of origin is required when goods are to be exported from the EU with preferential treatment, i.e. generally speaking free of VAT in the country of receipt. The long-term declaration must be sent to us by the establishment of a business relationship. In the following years we are expecting an unrequested transmission in January of every year. Any updates must be directly forwarded. It is important that the entire delivery is covered by the supplier declaration. To enable us assigning items to our material base, please use or mention our material numbers.

8 4 Cooperation Roth sees its suppliers as partner and pursues long term cooperations, based on mutual trust. 4.1 Supplier Self-Assessment The supplier self-assessment summarises the most relevant information about the supplier for an evaluation assessment and is an efficient way of gathering information for Roth. Roth reserves the right to request this self-assessment, for a better understanding of the suppliers potential and service range. 4.2 Supplier Audit Roth shall be entitled to check if the quality assurance measures comply with our requirement by means of product, process and system audits. They can take place in a short term on any time a notification in advance. The knowledge of improvement potential may lead to corrective actions, which support the continuous improvement of our quality system. 4.3 Quality Assurance Agreement This agreement governs the quality related relationship between Roth and the supplier. It supplements the terms of delivery. This product and process agreements must be abided. Any modification or delay must directly be reported. 4.4 Initial Sample The objective of the sampling is to verify the demanded capabilities regarding quality and to check if the demands and specifications of the subscription can be met. All products used for further processing or for immediate sale, manufactured according to our specifications must be initialy sampled. All items of the specification, the material and mechanical characteristics must be sampled. The sampling must conform with the PPAP = Production Part Approval Process guidelines and must further contain: Engineering drawing Test measurements Measurement log Accreditations Material data Test certificate Product data sheet Other relevant data

9 Initial samples are required for any new product. Further initial samples are necessary in the following cases: once the Supplier has changed an essential sub-contractor once a specification has been changed if a production procedure has been modified once a production site has been relocated and is using new or relocated machines other relevant changes Volume production deliveries may only be started once Roth has provided an initial sample approval in writing. 4.5 Obligation of Disclosure Should it become apparent that agreements referring e.g. dates, delivery quantity, packaging regulations cannot be met, Roth must be informed immediately. In the interest of a quick solution the supplier discloses all relevant data and facts. Any planned changes on the suppliers side, that may have impact on the products delivered to Roth, must be communicated in time. This includes, e.g.: change oft he production location change of essential subcontractors change of ownership structures conversion or essential changes in the production process essential changes in quality management essential reorganization other relevant data Any changes must be communicated to Roth and then be authorized in writing. Technical modifications, changing of standards as well as optical and functional changes at the product have to be reported immediately. Furthermore Roth demands expert advices and evaluation from the supplier.

10 5 Purchasing 5.1 Proposal Preparation The proposal preparation is free of charge and without any obligations for Roth. To the supplier it is binding at least for three months. Form and content are equal to the order confirmation. Roth demands a three months validity of a proposal. We prefer receiving order confirmations in an environmentally friendly PDF format via . You can find the appropriate address in our request. Example: Proposal contact person our address quotation number article-, material- and drawing number packaging units and delivery date payment conditions purchaser delivery conditions statistical commodity code quantity unit price total price three months validity In addition to this, the following data is required Material price basis Transport costs Unloading costs Packaging Insurance Duty drawback Commission Tool cost Alloy- and inflation surcharges Minimum quantity surcharge Inspection costs and charges for testimony certificates Discounts Bonus Payment conditions Tax benefits Other relevant data

11 5.2 Order Confirmation An order confirmation should be dispatched latest three days after the receipt of the order. On this occasion we need some important data: Our order number identified as such Article despriction and, if available, material- and drawing number Quantites, with clearly assignable order quantities Delivery date Price per unit and total price Payment conditions purchaser the suppliers contact person statistical commodity code for all suppliers who get deducted after the reverse charge system since other relevant data We prefer receiving order confirmations in an environmentally friendly PDF format via . You can find the appropriate -address in our order. Example: Order Confirmation the suppliers contact person our article description and material number supplier number our order number purchaser delivery conditions statistical commodity code quantities unit- and total price delivery date payment conditions

12 5.3 Invoice Issuing In order to ensure a smooth process, it is necessary to implement a uniform invoice issuing that at least contains the following data: Our order number, identified as such The accounts payable number, identified as such Article description and, if available, material- and drawing number Quantities, with clearly assignable order quantites Payment conditions purchaser the suppliers contact person statistical commodity code for all suppliers who get deducted after the reverse charge system since other relevant data Concerning invoices we currently insist on delivery in paper form. It is of high importance to pay attention to the indicated address and to check the specific terms of payment if any exists. Example: Invoice supplier number in the address block our order number our article description and material number the suppliers contact person purchaser statistical commodity code quantities unit- and total price quantites with clearly assignable order quantities payment conditions

13 6 Logistics 6.1 Delivery The exact delivery address has to be complied in order to avoid any possibility of confusion. Roth Werke GmbH Am Seerain Dautphetal-Buchenau Roth Kunststofftechnik Lahnweg Dautphetal- Wolfgruben Roth Umwelttechnik Drebnitzer Weg Bischofswerda The times for acceptance are, unless otherwise agreed, Monday to Friday from 07:00 am to 02:00 pm. Roth must receive notice in advance of the delivery no later than one business day (Monday to Friday) before the delivery, until 1 pm. Courier, express and parcel (CEP) services and general cargo service with up to five packaging items are excluded from notifying. 6.2 Loading Units Roth only accepts the following charge carriers: EPAL-Box Pallet (800 x x 900 mm) EPAL-Pallet (800 x mm) EPAL-Industrial Pallet 2 (1.200 x mm) EPAL-Industrial Pallet 3 (1.000 x mm) Disposable Pallet with Euro Pallet dimensions (800 x mm) Disposable Pallet (600 x 800 mm)

14 The exchange of loading units must conform with the exchange criteria under the term of the European Pallet Association EPAL ( The basic size of the load carrier must not be exceeded. Projections and supernatants must be avoided. Forthcoming non-compliance must be arranged with the purchasing department during the ordering process. Standard dimension of a loading unit including the loading unit is for small items 800 * * mm, for other items it is 800 * * mm. These dimensions must not be exceeded. Mixed shipments should be avoided. If still necessary they must be separately designated by a clearly visible sticker Attention, mixed shipment. In addition to this, different articles have to be packed stratified and clearly separated from each other with e.g. corrugated cardboard. Maximum height 1,9m including charge carrier Designation Mixed Load Flush with the charge carrier 6.3 Delivery Note Charge carrier conform with the EPAL criteria To ensure a proper handling in our company, the following data is required: an unambiguous delivery address our order number supplier number delivered material, the quantity delivered and the article number delivery note number other relevant data

15 Required is a code 128 which shall show our order number, the delivery note number and the material number as well as the quantity delivered. The structure of such a code 128 is as follows: Machine readable codes at delivery notes speed up data recording, reduce sources of error and optimise processes in the incoming goods procedure. Last but not least the productivity is raised. An additional numeric representation is nevertheless necessary. Example: Delivery Note unambiguous delivery address the suppliers contact person supplier number material, quantities with article marking bar codes showing our order number, material number, quantites our order number

16 Generally, the delivery note must be sent in a delivery note pocket in a position well visible. The only exception to this requirement is a complete delivery. In this case the driver will carry the delivery note. delivery note well visible in a delivery note pocket 6.4 Packaging In principle, the packaging should be chosen according to environmental friendly criteria. This includes, that the packaging must not be larger or more elaborate than essential to protect the goods. Also the filling material should be reduced to a minimum. Packing items are combined to form a safe unit and should be safeguarded against slippage in transit. Unless otherwise agreed, the shipment must always include the previously mentioned loading unit. This loading unit has to be packed in a way that allows unloading by a stacker or an electric lifting truck without great efforts. For this purpose, long goods (profiles) must be professionally supported. Where disposable and returnable packaging is used, recyclable packing materials must be used and identified according to the specifications of the waste management industry. Fragile goods must be adequately packed and clearly and visibly labeled as such. 6.5 Regulations for the Conveyance of Hazardous Materials If hazardous products are transported, the supplier must label them according to the international recognized Hazardous Material Codes and comply with the law 6.6 Incoming Goods Inspection The products must be delivered with suitable means of transportation in accordance with our delivery and packaging requirements to avoid damages and quality degradation (pollution, corrosion, chemical reaction). The incoming goods inspection by Roth is limited to visible damage in transit as well as the assessment of compliance with quantity and identity of ordered products based on the delivery documents. Objections arising in the course will be reported without delay. Roth will notify the supplier in writing of any defects as soon as such defects are identified in the ordinary course of business. In this respect the supplier waives his right to object delayed notification of defect. The supplier agrees to adjust his Quality Management System and his Quality Assurance Measures to this limited incoming goods inspection.

17 6.7 Non Acceptance A direct refusal will only proceed in exceptional circumstances, if it is obvious that the product is unusable. In this case, Roth will avail of the right for direct, free compensation. 6.8 Labeling of the Goods The labeling of the goods must contain the following data: Number of packages Delivery address This label shall be visibly attached on the packaging with the indication of containing sensitive or fragile goods. Displaying this data as a Code Type 128 is mandatory. The following infographic exemplary illustrates the structere of such a label and its affixing on the package. (cf. GS1 Germany) The serial shipping container code (SSCC) enables tracking the package from consignor to recipient. It is structured as follows: the SSCC consists of 18 numerical digits. the extension digit can freely be configured by the user the global location number (GLN) is given to the user in the course of the GS1 complete service package. the serial number is available for the user for consecutive numbering of shipping units. the verification digit is calculated by a GS1 check digit algorithm Moreover, the label includes the Global Trade Item Number (GTIN) which is used to identify the articles. The GTIN serves as access key to lodged information on data bases such as designation, weight, pack sizes or commodity group. Example: Structure and Label Source:

18 Source: In addition to SSCC and GTIN, a packing list must be attached to every pallet. If it is a mixed pallet a packing list is required on each packaging unit. It must contain at least: the quantity oft he packaging units the weight oft he pallet and packaging units delivery note number Example: Package Label

19 6.9 Complaints Roth basically expects a zero defects policy from its suppliers. Should a complaint nevertheless occur, Roth will make use of its legal and contractual rights. Complaints are subject to, e.g.: missing or incorect delivery note data wrong items delivered difference in quantities Over or under delivery faulty, damaged or dirty packaging visible, external damages oft he goods The suppliers statement has to take place at short notice. Should the need arise, the supplier ensures an immediate replacement. Besides, we expect that all documents concerning a complaint contain the appropriate complaint number and a contact person, already set during order transaction.

20 7 Supplier Evaluation The supplier evaluation serves the monitoring and distinction of the quality performance of the suppliers. Key suppliers of our relevant product areas will be evaluated as well as suppliers with whom complaints occurred within the last year. Also new suppliers will be evaluated. This evaluation takes place in the end of every fiscal year for the previous year. The suppliers will be evaluated according to the following six criteria adherence to the delivery date adherence to quantity quality financial standing price transparency existence of a QM system / environmental system / other relevant systems These key figures get aggregated to an overall performance per supplier. After that they get classified into A-, B- and C-suppliers. This classification will impinge on the cooperation in different ways. Partnerships with Asuppliers for example can eventually be strengthened. Relations to B-suppliers can be continued at the same level, with the option for Roth to demand a plan of measures to improve the performance. C-suppliers usually get blocked, which can be lifted by implementing appropriate optimization measures. During the vendor selection process, this supplier will be treated as a new, unknown one. If the suppliers evaluation declined in comparison with last year, Roth may request taking corrective action.

21 7.1 Evaluation Sheet

22 8 Declaration of Consent This manual is, without a signature being necessary part of the contractual relationship between Roth and the supplier. The confirmation of receipt of the manual and the agreement with the content arises automatically by entering into a business relationship. It is valid already in the initial stage. When the contract is concluded, the supplier also has to consent to a quality assurance agreement. In the case of noncompliance with this manual, Roth reserves the right to invoice the supplier for the additional expenditure incurred as a result. The transmission or reproduction of this manual is prohibited unless authorized by Roth in writing. In addition the general purchasing conditions of the Roth Werke GmbH are valid. In the event of any contradiction the conditions of Roth always take precendence. Individual agreements have priority.

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