Last Modified: October 12, 2023

1. Scope and Validity

1.1 These General Terms and Conditions (“GTC”) govern the conclusion, content, performance, and termination of contracts for the sale of products (“Products”) and provision of services (“Services”), if applicable, by alfatec industries LP (“alfatec”).

1.2 These GTC are deemed to be accepted if the purchaser (“Purchaser”) of the Products and Services orders from alfatec and reference is made to them in an Offer, as defined herein, order confirmation (“Order Confirmation”), upon acceptance of the Products, or any other separate contractual agreement, whichever occurs first. All future Orders, as defined herein, related to any of the foregoing shall be subject to these GTC unless otherwise provided by alfatec. Any terms and conditions or similar instruments of the Purchaser are explicitly excluded.

1.3 These GTC, together with all relevant documentation such as proposals, offers, estimates or quotations (including referenced documents) (collectively an “Offer”) from alfatec, and all accepted orders placed by the Purchaser for the Products and Services (an “Order”) along with any other order specific alfatec terms and conditions and other relevant documents, as determined by alfatec, constitute the contract (“Contract”) between alfatec and the Purchaser (collectively, the “Parties” and each individually a “Party”). The application of these GTC may only be varied by agreement in writing between the Parties.

2. Offer and Order

2.1 Offers made by alfatec are, unless stated otherwise in such documents, subject to these GTC.

2.2 An Offer submitted by alfatec, which is not binding but rather an invitation for the Purchaser to place an Order, is valid during the period specified therein. Unless otherwise set forth or determined by alfatec, an Offer remains open for fourteen (14) days from the date of the Offer. The Offer may be subject to amendment or alteration at any time by alfatec prior to alfatec’s acceptance of an Order.

2.3 Any drawings, plans, measurements, proposals or any samples or other property provided by alfatec as part of or related to an Offer or which are generally accessible, including any press releases or advertisements shall be solely for illustration purposes, and in no way constitute binding terms, and unless otherwise set forth in writing remains the exclusive property of alfatec, which, if applicable, are to be promptly returned upon request.

2.4 If an Order alters or deviates from the corresponding Offer or the Order Confirmation provided by alfatec, the Order Confirmation, applies, unless the Purchaser objects, in writing, to alfatec within two (2) business days of the Purchaser’s receipt thereof. Any alteration or deviation by Purchaser shall not binding until and unless alfatec confirms the new terms in writing. alfatec’s silence shall not be deemed to be acceptance of any altered terms.

2.5 An Order placed by the Purchaser becomes a Contract only upon its acceptance by alfatec. alfatec’s acceptance of any Order lodged by the Purchaser may be in writing or by alfatec delivering the Products and/or providing the Services which are the subject of an Order. However, any terms and conditions contained in any Order or other document issued by the Purchaser will not form part of the Contract unless they are expressly signed and accepted by alfatec.

2.6 alfatec reserves the right to implement minimum order thresholds. Any Order below such threshold shall be subject to additional charges as determined by alfatec.

2.7 Once accepted by alfatec, Orders may not be cancelled or varied by the Purchaser without the prior written consent of alfatec.

2.8 alfatec reserves the right to correct any errors or omissions in its Offers, Order Confirmations, or invoices.

2.9 Purchaser shall bear all costs associated with the cancellation or modification of an Order.

3. Sale of Products

3.1 Any dates or other specifications, including but not limited to quality, material, weight, design and color, unless explicitly agreed to by alfatec are only estimates or based on known industry standards, and subject to change at any time.

3.2 alfatec may without prior notice to Purchaser determine and change its vendors, suppliers and other involved third parties.

3.3 Unless otherwise set forth in an Offer, alfatec will sell the Products in accordance with its then current policies and prices.

3.4 alfatec may from time to time and at its sole discretion implement reasonable changes to the Products, including but not limited to material, weight, color, design, manufacturing processes, and specifications; provided that if these changes materially affect the requirements and/or specifications agreed upon by the Parties, alfatec shall provide written notice to Purchaser.

3.5 By purchasing the Products, Purchaser acknowledges and agrees that using such Products involves the risk of serious injury, disability, death, and/or property damage. Purchaser acknowledges further that these risks may result from or be compounded by the actions, omissions, or negligence of Purchaser ‘s employees or a third party.

4. Provision of Services

4.1 Upon Purchaser’s request, and if separately agreed to in writing by the Parties, alfatec may perform Services. The performance of Services is subject to compliance with all obligations set forth under Section 5.

4.2 alfatec reserves the right to sub-contract all or any portion of the performance of the Services thereof to any other person in its sole discretion. In such case, alfatec remains responsible to the Purchaser for the performance of Services by such third party.

4.3 Upon request, Purchaser shall confirm in writing in the form determined by alfatec, the work performed during a particular time period.

4.4 In addition to any fees for the Services, Purchaser shall also pay for any and all expenses incurred by alfatec and/or its employees in connection with or arising out of the Services.

4.5 If alfatec determines, at its sole discretion, that the sale of Products and provision of Services will have detrimental effects on its operations or otherwise, alfatec may suspend any Order. Should Purchaser fail to cure any of its concerns, alfatec may, in addition to any other remedies available, including but not limited to Section 13, terminate any and all Order(s).

5. Purchaser Obligations

5.1 Shipment of Products and performance of Services is contingent upon alfatec’s satisfaction of Purchaser’s full compliance of all applicable obligations.

5.2 Purchaser shall respond promptly to any alfatec request to provide direction, information, including but not limited to data and specifications, approvals, authorizations, or decisions that are reasonably necessary for alfatec to perform Services in accordance with the requirements of the Contract.

5.3 Purchaser shall provide such materials, or information as alfatec may request to create the Products and/or perform the Services in a timely manner and ensure that materials or information are complete and accurate in all respects.

5.4 In case Purchaser resells the Products without prior written consent of alfatec, it assumes all liabilities and any warranties hereunder are null and void.

6. Purchaser’s Acts or Omissions

If alfatec’s performance under the Contract is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants, or employees, alfatec shall not be in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.

7. Shipments; Delivery; Acceptance, Risk of Loss

7.1 Unless otherwise agreed to in writing and subject to Purchaser’s compliance with all obligations under the Contract, including but not limited to required releases and pre-payments, where applicable, alfatec will deliver or cause delivery of the Products at the sole cost and risk to the Purchaser, or at its then current standard shipping rates, which are subject to change at any time for each accepted Order. The current standard shipping terms of alfatec are Ex Works (EXW) (Incoterms 2020).

7.2 In addition to any shipping costs under Section 7.1 and unless otherwise agreed to by alfatec, Purchaser shall be solely responsible for all other costs arising out of the delivery of the Products, including but not limited to governmental fees and insurance.

7.3 Unless otherwise set forth in writing, alfatec, at the sole cost of the Purchaser, will prepare and mark relevant Products in a manner determined by alfatec and include customary shipment documentation.

7.4 alfatec will use reasonable endeavors to meet any shipping and/or delivery dates, but such date or time is a bona fide estimate only and is not to be construed as a fixed date or time unless specifically agreed to by alfatec in writing. If a fixed date is agreed upon, any obligations shall be subject to alfatec’s receipt of a down payment or otherwise applicable obligations.

7.5 Upon receipt and whether or not samples, test products or illustration materials have been provided, Purchaser shall immediately inspect the Products, but in any event no later than two (2) business days after delivery, and notify alfatec of any defects or errors, including substantial deviations in writing. If no defects are reported as set forth herein, the Products are deemed to be accepted. If Purchaser provides notice of any defects or errors within the 3 aforesaid time period or after acceptance of the Products, Purchaser discovers latent defects and provides written notice thereof within two (2) business days, alfatec may remedy such defects subject to the terms and conditions of the Contract.

7.6 Any minor deviations, including but not limited to quality, material, weight, design and color, shall not constitute a defect or error.

7.7 Unless timely requested and separately agreed upon, alfatec will not provide insurance coverage or any other protection for the shipment of the Products.

7.8 Risk of loss or damage for all Products will pass to Purchaser upon alfatec making such Products available to a carrier regardless of the shipping method. In case of a delay at no fault of alfatec, risk of loss or damage for all Products will pass to Purchaser upon alfatec’s readiness to ship. Any damages to stored Products after alfatec’s readiness to ship, shall be the sole responsibility of the Purchaser. alfatec may charge and Purchaser shall promptly pay storage and related cost.

7.9 From time to time and at its sole discretion, alfatec may make partial shipments of Products to the Purchaser. Any defects or errors in partial shipments
shall be limited to those affected Products and not the entire underlying Order.

7.10 Without waiving any of the restrictions to terminate an Order set forth herein, in the event Purchaser notifies of intent not to accept Products or Services or otherwise cause a delay, Purchaser shall be solely responsible for any and all damages, including reasonable attorneys’ fees, arising therefrom.

8. Remuneration

8.1 Unless otherwise agreed to in writing or set forth in an Order Confirmation, the prices for the Products and Services are in US Dollars and based on
the then current alfatec standards, excluding sales tax or any other tax, duty, levy or the like which may be added to the remuneration owed by the Purchaser.

8.2 In the event alfatec expressly grants Purchaser the right to pay amounts under the Contract by check or another method, Purchaser shall be solely responsible for any fees arising therefrom.

8.3 In the event the Products are to be shipped and Services to be performed at a later time, alfatec reserves the right to adjust prices based on its then current standards or other internal policies.

8.4 If Purchasers requests quantities of Products in excess of those set forth in an Offer or Order Confirmation, alfatec may cancel such requests or charge the additional Products at its then current prices.

8.5 In accordance with the provision in Section 2.2 of these GTC, alfatec explicitly reserves the right at any time prior to accepting an Order to alter, with notice in writing to the Purchaser, the price of the Products and/or Services.

8.6 Unless otherwise agreed to in writing, Purchaser shall be solely responsible for all of alfatec’s and/or its employee’s cost arising out of or relating to the performance of Services, including but not limited to travel, meals and lodging.

9. Taxes

The Purchaser shall be responsible for payment of all taxes, including sales and use tax, inventory tax, duties, fees or other taxes of any nature assessed by governmental authorities applicable to the sale of Products and performance of Services hereunder.

10. Terms of Payment

10.1 Unless otherwise agreed between the Parties, all payments are due in full, payable to alfatec immediately upon receipt of an invoice, but in no event later than thirty (30) days from the invoice date or the date when the Purchaser receives the invoices, whichever is earlier (“Due Date”). Notwithstanding the foregoing, alfatec reserves the right to implement other payment methods, including but not limited to upfront or partial pre-payments.

10.2 All payments must be received by the Due Date or at a specific date for alternative payment methods as set forth in Section 10.1, in each instance a form acceptable to alfatec, even if the delivery of Products and performance of Services is delayed for reasons for which alfatec is not responsible or slight corrections are necessary. Payment shall only be deemed received if the outstanding funds are disposable by alfatec.

10.3 Should the Purchaser fail to pay within the time frame specified in Section 10.1 of these GTC, alfatec may:
(a) impose a service charge on the unpaid balance at one point five percent (1.5%) per month (i.e. eighteen percent (18%) per annum), or the maximum rate permitted by law, from the Due Date until the invoice and all service charges thereon have been paid in full. If allowed by applicable law, Purchaser shall also pay on demand any costs incurred by alfatec (including reasonable attorneys’ fees and legal expenses) in connection with the collection of any amounts due from Purchaser to alfatec which are not paid as agreed herein;
(b) request prepayment of the entire amount due for all future Orders; 4
(c) demand any assurances or securities concerning Purchaser’s ability to make all payments for the Contract;
(d) refuse to make any further deliveries under the Contract until the amount due has been fully paid; and/or
(e) treat the failure of the Purchaser to make payments as a repudiation of the Contract by the Purchaser if the amount due remains unpaid after providing seven (7) days’ notice to the Purchaser of such breach and an opportunity to rectify the breach.
Such repudiation shall entitle alfatec to elect, without prejudice to any other rights of alfatec, to terminate the Contract in whole or in part (including any Order or part thereof) and, in either case, to recover damages for the breach of the Contract.

10.4 Without limiting any other rights, alfatec may utilize the remedies set forth under Section 10.3, in case the Purchaser’s financial viability or credit worthiness is; (a) less stable than expected at the time of an Order Confirmation, (b) has substantially deteriorated, or (c) will likely deteriorate substantially in the near future.

10.5 The Purchaser is not entitled to withhold any payment as set off, counterclaim or retention unless the terms and conditions of such set off or retention are agreed to in writing by alfatec prior to the performance of the Services or delivery of the Products, or upon written acceptance of the relevant amounts by alfatec.

10.6 In case Purchaser has incurred any services charges, alfatec, in its sole discretion, may credit any future payments first towards such charges as well as
any other outstanding amount(s).

11. Force Majeure

11.1 alfatec shall not be held responsible for failure to perform or delay in performing any of its contractual obligations if such failure or delay is due to unforeseeable events beyond alfatec’s reasonable control (“Force Majeure”), including but not limited to acts of God, war, insurrection, pandemics, epidemics, sabotage, labor disputes, strikes, lockouts, shortages of labor, interruption or delays in transportation, fire, explosion, equipment or machinery breakdown, failure or delays of alfatec’s source of supply, shortage in material or energy, acts, orders or priorities of any government, embargo and any other cause whether arising from natural causes, human agency or anything beyond the reasonable control of alfatec.

11.2 alfatec shall notify the Purchaser in writing within one (1) week following the occurrence of any event of Force Majeure citing this Section 11 in said
notice and shall supply all relevant information about its effects on the performance of the Contract.

11.3 Unless otherwise agreed in writing between the Parties, if alfatec is unable to perform the Contract because of Force Majeure, alfatec is temporarily excused from performance while the incident of Force Majeure is occurring and shall perform as soon as reasonably possible after the incident ends. The duration of the incident of Force Majeure shall be added to the time of performance granted to alfatec. alfatec shall not be subject to damage claims.

11.4 In case the duration of Force Majeure exceeds six (6) months, the Parties will have the right to terminate the Contract immediately. Contractual obligations performed up to such date of termination shall be remunerated. In the event of a termination by Purchaser, Purchaser shall promptly reimburse alfatec for all expenses arising therefrom. If the purchase price has been paid by the Purchaser in full, alfatec will refund the fees paid less the accrued cost and expenses of the contractual obligations.

12. Place of performance

Unless otherwise agreed in writing between the Parties, alfatec’s principal office is the place of performance.

13. Termination

13.1 In addition to any other remedies that alfatec may have in law, alfatec may terminate or suspend the Contract or any part thereof if the Purchaser:
(a) fails to pay any amount by the Due Date and such failure continues for fourteen (14) days after the Purchaser’s receipt of a written notice demanding payment (“Notice of Demand”) from alfatec;
(b) has not otherwise performed or complied with any of the terms and conditions of this Contract in whole or in part; and/or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

13.2 If the Contract (or parts thereof) is terminated, as specified in Section 13.1 of these GTC:
(a) alfatec will have an immediate right to remove the Products from relevant premises;
(b) Purchaser shall return or destroy any and all information provided by alfatec; and
(c) all other outstanding amounts owed to alfatec by the Purchaser as well as any costs arising out of damages from the return or retrieval of the Products shall be due and payable by the Purchaser 5 on demand by alfatec, per the terms of the Notice of Demand from alfatec.

13.3 alfatec, in addition to any other rights of termination it has under this Contract may, at any time and for any reason, terminate the Contract for convenience by written notification within thirty (30) days. Written notification must be provided to Purchaser, stating that this Contract, or a specified part of this Contract, is terminated without any further obligations from alfatec. Such termination shall explicitly not constitute default.

14. Limited Warranty

14.1 ABSENT A SEPARATE WARRANTY ISSUED TO PURCHASER, ALFATEC WARRANTS ONLY TO THE PURCHASER THAT THE PRODUCTS WILL CONFORM TO ANY DESCRIPTION CONTAINED IN THE RELEVANT OFFER OR ORDER CONFIRMATION (IF ANY) AND WITH THE STANDARD SPECIFICATION FOR THE PRODUCTS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF DELIVERY, AND SERVICES SHALL BE PERFORMED IN A COMPETENT AND DILIGENT MANNER IN ACCORDANCE WITH ANY MUTUALLY AGREED SPECIFICATIONS.

14.2 SUBJECT TO ALL APPLICABLE LIMITATIONS, IF THE PRODUCTS SUPPLIED OR SERVICES PERFORMED BY ALFATEC DO NOT SATISFY THE WARRANTIES SPECIFIED IN SECTION 14.1 ABOVE, THE PURCHASER SHALL PROMPTLY, BUT NO LATER THAN TEN (10) DAYS AFTER SUCH A DEFECT SHOULD HAVE BEEN KNOWN NOTIFY ALFATEC IN WRITING. IN THE SCOPE OF SUCH A NOTICE, PURCHASER SHALL PROPERLY SUBSTANTIATE THE ALLEGED DEFECTS. ONCE A DEFECT HAS BEEN DETECTED, PURCHASER SHALL NOT HANDLE THE RELEVANT PRODUCTS AND CAUSE A THIRD PARTY IN POSSESSION OF THE PRODUCTS TO COMPLY WITH THE REQUIREMENTS SET FORTH HEREIN. SUBJECT TO COMPLETE COMPLIANCE WITH THE FOREGOING AND UPON INSPECTION OF THE PRODUCTS AS WELL AS A DETERMINATION THAT AN APPLICABLE DEFECT EXISTS, UNLESS OTHERWISE SET FORTH IN THE INSTRUCTIONS FOR USE OR OTHER SUPPORTING DOCUMENTATION, ALFATEC SHALL, AT NO COST TO THE PURCHASER AND AT ITS OPTION:
(a) REPAIR SUCH PRODUCTS;
(b) SUPPLY A REPLACEMENT; OR
(c) PERFORM REMEDIATING SERVICES.
IF ALFATEC DETERMINES THAT NO APPLICABLE DEFECT EXISTS, PURCHASER AGREES TO REIMBURSE ALFATEC FOR ANY AND ALL COSTS ARISING OUT OF OR RELATING TO ITS WARRANTY CLAIM. THIS WARRANTY DOES NOT EXTEND TO SHIPPING AND RELATED COSTS INCURRED BY THE PURCHASER.

14.3 IF PURCHASER IS AUTHORIZED TO REPAIR DEFECTS, ANY REMEDIATING ACTIONS SHALL CONTINUE TO BE SUBJECT TO ALFATEC’S PRIOR REVIEW AND APPROVAL.

14.4 THE WARRANTY DOES NOT APPLY IN RESPECT OF DEFECTS DUE TO OR ARISING FROM:
(a) INCORRECT OR NEGLIGENT HANDLING BY THE PURCHASER OR A THIRD PARTY, INCLUDING ANY CHANGES TO ALLEGEDLY DEFECTIVE PRODUCTS, ACCIDENT, ACTS OF GOD, CAUSES BEYOND ALFATEC’S CONTROL, AND UNAUTHORIZED USAGE OF THE PRODUCTS;
(b) NORMAL WEAR AND TEAR;
(c) COMBINATIONS WITH OTHER PRODUCTS, UNLESS AUTHORIZED BY ALFATEC; AND
(d) ANY ACTIONS WHICH ARE IN CONFLICT WITH ALFATEC’S INSTRUCTIONS.

14.5 IN CASE ALFATEC DISCOVERS A DEFECT IN THE PRODUCTS, PURCHASER SHALL GRANT ALFATEC ALL NECESSARY ACCESS TO THE PRODUCTS TO PERFORM ANY REPAIRS OR REPLACEMENTS.

14.6 WITH REGARDS TO SERVICES, THIS EXPRESS WARRANTY ONLY APPLIES IF:
(a) DEFECTS OCCUR WITHIN THIRTY (30) DAYS AFTER THE SERVICES HAVE BEEN PERFORMED;
(b) ALFATEC IS NOTIFIED IN WRITING WITHIN SEVEN (7) DAYS OF THE ALLEGED DEFECT FIRST COMING TO THE NOTICE OF THE PURCHASER; AND
(c) THE PURCHASER HAS FULFILLED ALL OF ITS CONTRACTUAL OBLIGATIONS UNDER THE CONTRACT.

14.7 IN CASE THE PRODUCTS CONTAIN ANY THIRD-PARTY PARTS, ALFATEC WARRANTS SUCH PARTS ONLY TO THE EXTENT OF SUCH THIRD PARTY’S WARRANTY.

14.8 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY SAMPLES, DRAWINGS, OR OTHER MATERIALS MADE AVAILABLE TO PURCHASER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY.

14.9 THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS OF ALFATEC SET FORTH IN THESE GTC ARE IN LIEU OF, AND ALFATEC DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PRODUCTS AND SERVICES HEREUNDER, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, INCLUDING FOR INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY RELATING TO PRODUCTS CREATED IN ACCORDANCE WITH PURCHASER’S OR A THIRD PARTY’S SPECIFICATIONS OR REQUESTS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, 6 COMPLIANCE WITH LAWS, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE. ALFATEC HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN PURCHASER.

15. Limitation of Liability

15.1 NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THE CONTRACT TO THE CONTRARY, ALFATEC SHALL NOT BE LIABLE (TO THE FULLEST EXTENT PERMITTED AT LAW) WHETHER BY WAY OF INDEMNITY, GUARANTEE, OR BY REASON OF ANY BREACH OF CONTRACT, OR OF STATUTORY DUTY OR BY REASON OF TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL PRINCIPLE OR DOCTRINE FOR:
(a) ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES;
(b) ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE OR LOSS OF ANTICIPATED SAVINGS OR FOR ANY FINANCIAL OR ECONOMIC LOSS (WHETHER DIRECT OR INDIRECT); OR (c) ANY OTHER AMOUNT IN AGGREGATE WITH ANY OTHER LIABILITY (BEING ANY PAST, PRESENT, OR
FUTURE LIABILITY) TO WHICH THIS SECTION APPLIES, THAT EXCEEDS THE AGGREGATE VALUE OF ALL PAYMENTS OF THE AMOUNTS PAID TO ALFATEC FOR A RELEVANT ORDER OR IN A TWELVE (12) MONTH PERIOD PRECEDING THE DISPUTE, WHICHEVER IS LOWER.

15.2 ANY TECHNICAL ADVICE, RECOMMENDATIONS, AND SERVICES OF ALFATEC ARE INTENDED FOR USE BY PERSONS HAVING THE REQUIRED SKILL, AND IS USED AT THEIR OWN RISK. ALFATEC ASSUMES NO RESPONSIBILITY, AND PURCHASER HERBY WAIVES ALL CLAIMS AGAINST
ALFATEC, FOR RESULTS OBTAINED OR DAMAGES INCURRED FROM THE USE OF ALFATEC’S ADVICE, RECOMMENDATIONS, AND SERVICES.

15.3 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnity

The Purchaser shall indemnify, defend, and keep alfatec, its partners, equity holders, directors, officers, employees, and other agents harmless against all costs, claims, demands, expenses, and liabilities of any nature, including, without prejudice to the generality of the foregoing, claims of death, personal injury, damage to property, claims of infringement to third party intellectual property due to specifications or other requests by Purchaser, and consequential loss (including loss of profit), which may be made against alfatec or which alfatec may sustain, pay or incur as a result of or in connection with the sale of the Products and performance of the Services unless such costs, claims, demands, expenses, or liabilities are directly and solely attributable to any willful misconduct or gross negligence of alfatec or its duly authorized employee or agent.

17. Insurance

Purchaser shall, at its sole expense, maintain and carry all customary insurance in full force and effect with insurance companies rated A- or better by a rating service. Upon alfatec’s request, Purchaser shall provide alfatec with a certificate of insurance from Purchaser’s insurer evidencing the insurance coverage specified in this Section 17. Purchaser shall provide alfatec with thirty (30) days’ advance written notice in the event of a cancellation or material change in Purchaser’s insurance policy. Except where prohibited by law, Purchaser shall require its insurer to waive all rights of subrogation against alfatec’s insurers and alfatec.

18. Intellectual Property Rights

18.1 Intellectual property rights in or related to the Products, quotations, drawings, samples, plans, proposals, or any other property, now existing or created in the future, including but not limited to any derivative works, are and remain the sole property of alfatec or third parties.

18.2 Purchaser shall not reverse-engineer, decompile, disassemble or any other way alter the Products without alfatec’s prior written consent.

18.3 If alfatec creates Products in accordance with Purchaser’s instructions, Purchaser shall ensure that such instructions and resulting Products do not infringe on any third-party rights. In furtherance of Section 14.9, Purchaser shall be solely liable for any damages or other costs arising from a third-party claim related to infringement of intellectual property rights on Products created in accordance with Purchaser’s or a designated third party’s specifications or requests.

19. Security Interest

19.1 To the extent that title to a Product passes to Purchaser before full payment and to ensure compliance with all of its obligations hereunder, Purchaser grants to alfatec a security interest until all amounts due have been paid in full, in each case in good, collected and indefeasible funds (the “Release Date”) in (a) all Products purchased in accordance with these GTC; (b) without in any way limiting any restrictions herein, any and all leases, chattel paper, instruments, accounts and security deposits relating in any way to such Products; and (c) in all proceeds 7 thereof (the “Collateral”). Purchaser acknowledges that the security interest granted under these GTC is a purchase money security interest under the Uniform Commercial Code (“UCC”) as enacted in the State of Delaware or another US state where a Products will be located.

19.2 Purchaser expressly authorizes, ratifies, and confirms past or future filings of one or more UCC financing statements or other documents by alfatec or its designees to the extent deemed necessary or desirable by alfatec. Such financing statements or documents may describe the Collateral in the manner in which alfatec determines best protects alfatec’s interests in the Collateral and facilitates the future sale of Products.

19.3 In case Purchaser integrates or otherwise utilizes the Products in connection with the creation or modification of other products (the “New Products”), alfatec shall retain all available rights in the Products. Purchaser shall at its sole cost ensure that the New Products are jointly owned by alfatec and Purchaser until the Release Date.

19.4 Until the Release Date, Purchaser may only sell or utilize for the performance of services the
Products or New Products in its normal course of business and refrain from shipping any Products or
New Products outside of the United States; provided that Purchaser shall (a) ensure alfatec’s rights in the
Products and New Products and assigns all receivables from such sale on a pro rata basis to alfatec, and (b) refrain from granting any rights to the
receivables to any third party in any manner, including but not limited to financing or factoring
models.

19.5 Until the Release Date and without limiting any other rights, in case Purchaser’s financial viability deteriorates or will likely deteriorate as set forth under Section 10.4, alfatec shall be entitled to directly receive payment for any sale or utilization for the performance of Services of the Products or New Products from Purchaser’s customers. In order to implement the foregoing, alfatec may take any action it deems necessary, including but not limited to demand payment from Purchaser’s customers from such sale on a pro rata basis to alfatec.

19.6 Subject to the exceptions set forth herein, Purchaser shall not sell, pledge, transfer, or assign the Products or New Products (for security or otherwise) or any receivables related thereto until the Release Date without alfatec’s written consent.

19.7 Until the Release Date, Purchaser shall (a) carefully maintain, and insure the Products;(b) protect such Products against any risks; and (c) take all reasonable measures in order that alfatec’s rights and interests in such Products are neither compromised nor cancelled.

19.8 In the event of a breach, alfatec may utilize any remedies available to it at law or in equity, including but not limited to seizure of Products or disassemble of New Products to obtain the Products. In all cases, Purchaser will be responsible for alfatec’s costs and expenses in exercising its rights.

20. Confidentiality

20.1 Both Parties shall treat in strict confidence all information which is neither generally known nor generally accessible, including but not limited to illustrations, drawings, calculations, and other documents, and shall use it only for the purpose of fulfilling the Contract. The Parties shall ensure the confidential treatment of all information relating to the Contract by their personnel and consulted specialists. In case of doubt, all information is to be treated confidentially.

20.2 Confidential information of a Party does not include information which:
(a) was already known to the other Party, before it was made accessible by the disclosing Party;
(b) is or becomes generally known without the other Party’s responsibility;
(c) was disclosed to the other Party by a third party without any transfer restriction;
(d) was developed by the other Party itself without using or referring to the confidential information of the protected Party; and/or
(e) has to be disclosed based on a legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately about the decision and consider protective measures the other Party may want to implement.

20.3 This obligation of confidentiality already exists prior to the conclusion of the Contract and remains valid until such information is no longer of proprietary nature. Any information concerning a Party’s trade secret shall be kept confidential as long as such information remains protected by applicable law.

20.4 A Party must not disclose any confidential information to a third party without the prior written approval of the other Party to the Contract. If the
approval is given, the obligations of confidentiality are to be transferred to the receiving third party.

20.5 Notwithstanding Section 20.4 of these GTC, alfatec may disclose confidential information to its affiliates and advisors (attorneys, auditors, experts).

21. Data Usage / Protection

21.1 Purchaser shall provide to alfatec all relevant information on the Products, its usage and anything related thereto. Subject to any limitations pursuant to applicable law and to ensure compliance with the obligations set forth in the Contract, alfatec may utilize any data provided by the Purchaser hereunder. Without limiting the generality of the foregoing and notwithstanding any other obligations set forth herein, alfatec may provide such Purchaser information to its insurance company, broker or other related third-party providing coverage for a transaction contemplated according to these GTC.

21.2 Purchaser agrees to carry out such steps as may be necessary to reasonably ensure adequate data protection, corresponding with respective applicable law. In particular, Purchaser undertakes to take economically, technically, and organizationally reasonable measures to protect any data connected or relating to the Contract.

21.3 Notwithstanding the foregoing, Purchaser shall trace and make available any required information on end customers or other parties in the event of a recall or similar event.

22. Compliance

22.1 The Purchaser agrees to comply with any and all applicable laws, regulations, ordinances, legal standards, and industry practices.

22.2 Without limiting the obligations under Section 22.1, Purchaser shall ensure any third party purchaser of a Product or New Product shall comply with all applicable laws, regulations, ordinances, legal standards, and industry practices.

23. Miscellaneous

23.1 Assignment. Purchaser shall not assign any of its rights under the Contract, except with the prior written consent of alfatec. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section 23.1 is null and void.

23.2 Notices. With the exceptions for communication provided by alfatec in its regular course of business, which may be transmitted with email or other electronic transmissions, all notices required or permitted by the Contract shall be in writing and shall be deemed to have been given (a) on the date of personal delivery to an officer of or personally to the other Party, or (b) the day following deposit when properly deposited for overnight delivery with a nationally recognized commercial overnight delivery service, prepaid, and addressed as provided in the Contract, unless and until either of such Parties notifies the other in accordance with this Section 23.2 of a change of address.

23.3 Waiver. No waiver by alfatec of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by alfatec. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Contract operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

23.4 Survival. Provisions of the GTC, which by
their nature should apply beyond their terms, will remain in force after any termination or expiration of the Contract, including but not limited to Section 15, 16, 18, 20, 21, 22, and 23.

23.5 No-Third Party Beneficiaries. The Contract is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the GTC and/or Contract.

23.6 Governing Law and Dispute Resolution.
(a) Any claims, disputes or controversies arising between the Parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of laws that would require the application of the laws of another jurisdiction.
(b) The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to the Contract, or to a material breach, including its interpretation, performance, or termination. If the Parties do not reach settlement within a period of twenty (20) days of a Party providing written notice thereof to the Party, the Parties shall submit the dispute to mediation on the terms and at a location determined by the Parties. If the Parties fails to resolve any dispute within twenty (20) days after conclusion of a mediation, either Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in a location determined by the Parties, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based and shall be final and binding upon the Parties. The prevailing party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of reasonable attorneys’ fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded by hereunder and shall be so instructed by the Parties.
(c) Notwithstanding anything to the contrary herein, any Party may seek injunctive relief against the other Party with any court of proper jurisdiction with respect to any and all preliminary injunctive or restraining procedures pertaining to this Agreement or the breach of any relevant obligations, including but not limited to Section 20.

23.7 Entire Agreement. The Contract contains the entire agreement between the Parties with respect to the sale of Products and performance of Services and supersedes all prior agreements and understandings between the Parties.

23.8 Independent Contractor. For the purpose of the Contract, alfatec is an independent contractor and nothing in herein shall be deemed to make alfatec an agent, employee, partner, or joint venturer of Purchaser. Neither Party shall have any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.

23.9 Severability. Should any provision of the GTC and/or Contract be deemed incomplete, legally invalid, or unenforceable, such provision may be severed from the GTC and/or Contract and be replaced by as closely an equivalent effective provision as possible. The remaining terms of the GTC and/or Contract shall remain in full force and effect.

23.10 Amendments. The GTC may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of alfatec.

1. Scope and validity

1.1 These General Terms and Conditions for the Procurement of Goods and Services (“GTC-P USA”) govern all contracts for the procurement of goods (“Goods”) and/or services (“Services”) by alfatec Industries LP (hereinafter referred to as “alfatec”).

1.2 These GTC-P USA are deemed accepted if a supplier of such Goods and/or Services (“Supplier”) submits an offer to alfatec or confirms an order by alfatec.
Any terms and conditions or similar instruments of the Supplier are explicitly excluded.

1.3 These GTC-P USA, together with a purchase order (“Order”) placed by alfatec for Supplier’s Goods and/or Services, as well as any other instruments of
alfatec, such as rules and guidelines, constitute the contract (“Contract”) between alfatec and the Supplier (collectively, the “Parties” and individually a “Party”). These GTC-P USA may be modified in writing either (a) by mutual written consent between the Parties or (b) unilaterally by alfatec, with the latter changes being effective for all future Orders upon provision of an updated version of the GTC-P USA to the Supplier and until further modifications occur in accordance with this Section 1.3.

1.4 The Contract contains the entire agreement between the Parties with respect to the procurement of Goods and Services and supersedes all prior agreements and understandings between the Parties for those Goods and Services.

1.5 Should any provision of the Contract be deemed invalid or unenforceable, such provision may be severed from the Contract and be replaced by a provision with as near as possible effect. The remaining terms of the Contract shall remain in full force and effect.

2. Offer and Order

2.1 An offer by the Supplier (“Offer”) is free of costs or charges to alfatec and shall remain valid for a period of at least three (3) months from date of receipt by
alfatec, or as may be otherwise stipulated in an Offer, whichever is longer.

2.2 If Supplier’s Offer contains deviations from alfatec’s requests or specifications provided to Supplier, Supplier shall highlight such deviations in the Offer.

2.3 If Supplier can reasonably foresee that alfatec’s requests or specifications will conflict with an intended use of Goods or utilization of Services, sufficient knowledge of which Supplier acknowledges by submitting an Offer, Supplier shall promptly inform alfatec in writing.

2.4 Any costs arising in creating an Offer or related thereto, including but not limited to preliminary meetings and discussions with alfatec, shall be the sole responsibility of the Supplier. No such preliminary matters warrant any expectation of an engagement by alfatec.

2.5 Orders by alfatec are binding only if they are placed in writing. Any alteration or deviation from an Order by Supplier through an order confirmation or similar
instrument shall not be binding until and unless alfatec confirms the new terms in writing. alfatec’s silence shall not be deemed to be acceptance of any altered terms.

2.6 At all times during the term of the Contract, Supplier will maintain sufficient manufacturing and other relevant capacities to supply the Goods, including any spare parts or other components related thereto, and performance of the Services requested by alfatec in a timely manner.

3. Delivery of Goods and Performance of Services

3.1 Supplier shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the Parties (“Delivery Date”).
If Supplier fails to deliver the Goods or any replacements in full within thirty (30) days of the Delivery Date, alfatec may terminate the Contract immediately by providing written notice to the Supplier and cover by purchasing equivalent goods from another supplier. In such case, alfatec may, in addition to and without limiting any other available rights and remedies, recover any difference in cost and price from Supplier together with any incidental or consequential damages. alfatec has the right to return any Goods delivered prior to the Delivery Date at Supplier’s expense and Supplier shall redeliver such Goods on the Delivery Date. Risk of loss passes to alfatec upon acceptance of delivered Goods. Alternatively, alfatec shall also have the right to accept any Goods delivered prior to the Delivery Date for storage at its facility subject to alfatec’s then current prices for storage as defined within an Order. Notwithstanding the foregoing, storage of Goods shall not constitute acceptance by alfatec or a waiver of any rights, including but not limited to inspection and rejection of Goods as set forth under Section 12.

3.2 Supplier shall pack all Goods for shipment according to alfatec’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods
are delivered in undamaged condition. Supplier shall provide alfatec prior written notice if it requires alfatec to return any packaging material. Any return of such packaging material shall be at Supplier’s risk of loss and expense.

3.3 Supplier shall perform the Services to alfatec as described in an Order or accepted Offer, and in accordance with the terms and conditions set forth in these GTC-P USA.

3.4 Supplier shall maintain complete records, in a form reasonably satisfactory to alfatec, relating to the Goods and Services under the Contract, including but
not limited to records of the time spent and materials used. During the term of the Contract and for a period of two (2) years thereafter, upon written request, Supplier shall allow alfatec to inspect, audit and make copies of relevant non-proprietary records in connection with the provision of the Services and manufacture of Goods.

3.5 Supplier shall verify that all persons acting for or on behalf of the Supplier, are properly licensed, certified or accredited as required by applicable law, and are suitably skilled, experienced and qualified to perform the Services in accordance with the prevailing standards in the industry.

3.6 Supplier shall ensure that all of its equipment used for the Services is in good working order and suitable for the purposes for which it is used, in compliance with all relevant standards and that it meets or exceeds the standards specified by alfatec.

3.7 Subject to prior authorization of alfatec, which may be denied at alfatec’s sole discretion, Supplier may utilize subcontractors for certain aspects of the Contract. Supplier shall ensure that its permitted subcontractors are contractually bound to comply with the relevant provisions of these GTC-P USA.

3.8 Absent alfatec’s written approval, no partial deliveries or advance deliveries are permitted.

3.9 Supplier acknowledges that time is of the essence with respect to Supplier’s obligations hereunder, as well as the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in the Contract.

4. Execution

4.1 Supplier shall inform alfatec regularly about the work progress. Supplier shall inform alfatec immediately regarding any circumstances which may delay or jeopardize Supplier’s performance, including any change of production sites, or permitted subcontractors.

4.2 If Supplier must enter or access alfatec’s premises to provide the Services, Supplier shall comply with alfatec’s rules, regulations and policies, including but not limited to security procedures, data and remote access, and general health as well as safety practices and/or procedures.

5. Contract Price

5.1 The cost for the Goods and Services is as stated in the Order (the “Contract Price”). If no Contract Price are included in the Order, the Contract Price shall be the lowest prices charged by Supplier to similarly situated customers as of the date of the Order.

5.2 The Contract Price paid to Supplier is intended to fully compensate Supplier for its complete performance as required by the Contract. Unless otherwise specified in the Order, the Contract Price includes all packaging, applicable taxes or equivalent type charges levied upon the Goods, documentation costs, costs for any potential initial instruction, its expenses (particularly for travel and accommodation), any license fees or permits, and any costs for equipment, gauges or tools which must be specially manufactured. With respect to accepted Orders, no increase in the Contract Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of alfatec.

5.3 Supplier agrees to perform the Services at fixed prices or on a time and material basis, as the case may be, with a maximum limit of the compensation (cost ceiling). In its Offer, Supplier shall disclose the cost types, quantity structures and cost rates.

6. Terms of Payment

6.1 Unless otherwise agreed between the Parties, all payments are due net 45 days from alfatec’s acceptance of the Goods or Services. Supplier shall issue an invoice to alfatec on or any time after delivery of Goods or performance of Services, pursuant to these GTC-P USA.

6.2 alfatec agrees to pay all properly invoiced amounts due to the Supplier within above set forth time period, except for any amounts disputed by alfatec. Upon such a dispute, the Parties shall in good faith seek to resolve the payment dispute in a timely manner.

6.3 In the event alfatec issues payment within fourteen (14) days of receipt, Supplier shall grant a three percent (3%) discount on the invoiced amount. This
discount shall be credited to the next invoice.

6.4 alfatec reserves the right to return incorrect or unverifiable invoices for correction. Upon receipt of a corrected invoice, the 45-day period stipulated in Section 6.1 commences anew.

6.5 If partial payments (down payments and installments) are agreed upon between the Parties, upon request, Supplier shall, at its sole expense, provide a performance guarantee in a form acceptable to alfatec.

6.6 alfatec may terminate the Contract or take such other actions as it deems necessary if Supplier: (a) becomes insolvent; (b) files a petition for bankruptcy; (c)
is the subject of proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Without limiting any other rights, alfatec may utilize the remedies described in the preceding sentence, if Supplier’s financial viability or credit worthiness is; (x) less stable than expected at the time of an Order, (y) has substantially deteriorated, or (z) will likely deteriorate substantially in the near future.

6.7 Any disputes related to payments shall not relieve a Supplier from its performance obligations.

6.8 Nothing in the Contract grants a security interest in or permits any lien or encumbrance (collectively, a “Security Interest”) upon a Good or any property of
alfatec. Whether or not a dispute exists between the Parties, Supplier shall under no circumstances file a financing statement or similar instrument to record a Security Interest on a Good or any property of alfatec. To the full extent permitted by applicable law, Supplier hereby waives and releases any and all rights of mechanic’s lien, materialmen’s lien, laborer’s lien and similar rights for payment for Goods, Services, labor, equipment, or materials furnished by Supplier in performance of the Contract and granted by law to persons supplying materials, equipment or services. Supplier shall indemnify and hold harmless alfatec and its affiliates, as well as their employees, agents and assigns from and against all liens, claim (including, without limitation, attorneys’ fees), charge, or encumbrance, of whatever kind upon the Goods, spare parts or any property of alfatec and/or alfatec’s affiliates.

6.9 alfatec reserves all rights and remedies concerning any defects in the Goods or Services, breach of Supplier’s warranty, or other non-conformities or insufficiencies arising or discovered after payment of an invoice.

6.10 alfatec may withhold any payment as set off, counterclaim or retention to address potential claims against the Supplier.

7. Change Orders

7.1 Supplier shall immediately inform alfatec regarding any technical or economic reasons which may necessitate the modification of the relevant specifications for the Goods or Services.

7.2 alfatec may at any time, by written instructions issued to Supplier, order changes to the Goods or Services (each a “Change Order”). Supplier shall, within fourteen (14) calendar days of receipt of a Change Order, submit to alfatec a firm cost proposal for the Change Order. If alfatec accepts such cost proposal, Supplier shall proceed with the changed services subject to the cost proposal and the terms and conditions of the Contract. Supplier acknowledges that a Change Order may or may not entitle Supplier to an adjustment in Supplier’s compensation or the performance deadlines under the Contract.

7.3 Supplier shall not deny the approval of a Change Order by alfatec if the change is objectively possible, and the overall character of the performance is preserved.

7.4 Prior to carrying out any Change Order, alfatec and Supplier shall agree on any adjustments to compensation, deadlines, or other provisions of the Contract in a written amendment to the Contract. Any adjustment in the compensation shall be calculated based on the original cost basis of the Contract.

7.5 Absent a differing written agreement of both Parties, Supplier shall continue its work as planned during the examination of the proposed changes.

8. Ownership of Material Furnished by alfatec

8.1 All property, in whatever form, furnished by alfatec to Supplier (“Furnished Material”) necessary for its performance hereunder remains the property of alfatec.

8.2 As long as the Furnished Material is in Supplier’s possession, Supplier shall keep it in safe custody and maintain it at no additional cost to alfatec, and insure it at Supplier’s own expense. Supplier shall be deemed to be a bailee of the Furnished Materials at all times. alfatec may at any time inspect Furnished Materials in Supplier’s possession.

8.3 In the event of any damages to Furnished Materials in Supplier’s possession, Supplier shall promptly notify alfatec in writing, and reimburse the cost for repair or replacement, if not repairable.

8.4 Supplier shall not reverse-engineer or any other way alter any Furnished Material without alfatec’s prior written consent. Under no circumstances shall Supplier utilize the Furnished Material or any Good containing or being manufactured based on Furnished Material for any purpose other than as set forth in the Contract, including but not limited to sale of such Goods to third parties.

8.5 After termination of the Contract or at any time requested by alfatec, Supplier shall promptly return all Furnished Material to alfatec free of charge and without being specifically requested. Any changes to, disposal of or other usage of the Furnished Material are subject to alfatec’s prior written consent.

9. Default

9.1 Supplier’s failure to comply with any term of the Contract shall be deemed an event of default; provided, however, that alfatec shall give Supplier notice of default, and the right to cure such default within seven (7) calendar days thereafter.

9.2 In the event Supplier fails to cure a default, alfatec may terminate the Contract and seek such remedies and exercise its rights available at law or equity.

10. Right of Cancellation

10.1 alfatec is entitled to cancel an Order, in whole or in part, at any time. alfatecshall notify Supplier of such cancellation in writing as soon as reasonably possible.

10.2 If alfatec cancels an Order, Supplier, as it sole and exclusive remedy, is entitledto be paid for work it has demonstrably performed up until the cancellation
date, unless such cancellation was due to Supplier’s default, breach or nonperformance.In the event of a cancellation due to Supplier’s default, breachor non-performance, alfatec shall be relieved of any payment or other obligationsunder this Contract.

11. Delivery Location and Shipping Terms

11.1 Supplier shall deliver all Goods to the address specified in the Order during alfatec’s normal business hours or as otherwise instructed by alfatec.

11.2 Unless otherwise specified in the Order, delivery shall be pursuant to the terms stipulated by alfatec. Supplier shall give written notice of shipment to alfatec when the Goods are ready for transportation. Supplier shall provide alfatec all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to alfatec within five (5) business days after Supplier delivers the Goods to the carrier for
transportation. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order.

12. Inspection and Rejection of Non-Conforming Goods

12.1 alfatec has the right to inspect the Goods within fourteen (14) calendar days of delivery or Services within seven (7) calendar days of performance. alfatec, at its sole option, may inspect all or a sample of the Goods and reject any portion of the Goods if it determines the Goods to be non-conforming or defective. If alfatec rejects any portion of the Goods, alfatec has the right, effective upon written notice to the Supplier, to: (a) accept the Goods at a reasonably reduced price; or (b) reject the Goods and require replacement of the rejected Goods.

12.2 In the event of a rejection, Supplier shall, at its sole cost, use its best efforts to develop a resolution and mitigate any damages of alfatec.

12.3 alfatec shall notify Supplier of non-conforming Goods or Services within a reasonable time following discovery.

13. Warranty

13.1 Supplier warrants to alfatec that all Goods shall (a) be free from any defects in workmanship, and material for a period of twenty-four (24) months from the Delivery Date, or for such longer period as Supplier may offer; (b) conform to applicable specifications, drawings, designs, samples and other requirements
specified by alfatec; (c) be merchantable; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate
any third party’s patent, trademark, copyright or other intellectual property rights. In addition to the foregoing, alfatec will rely upon documents, samples, certificates instruments, their contents and any other written information furnished by Supplier, and Supplier warrants full conformance of the Goods and Services therewith. These warranties survive any delivery, inspection,acceptance or payment of or for the Goods by alfatec. The warranties are fully assignable to any customer of alfatec.

13.2 Supplier warrants to alfatec that it shall and shall ensure that any permitted subcontractors perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Contract.

13.3 The warranties set forth in this Section 13 are not exclusive and in addition to any other warranty provided by law or equity. Upon Supplier’s receipt of the
non-conforming Goods or Services from alfatec pursuant to this Section 13, Supplier shall, at its own cost and expense, promptly:
a) replace or repair the defective or non-conforming Goods or reperform the non- conforming Services and pay for transportation charges for the return of the defective or non-conforming Goods to Supplier and the delivery of repaired or replacement Goods to alfatec, and, if applicable,
b) reperform the applicable Services.

14. Quality Management

14.1 Supplier shall maintain a quality management system in accordance with highest industry standards. If requested, Supplier shall comply with all quality standards and quality assurance procedures as established by alfatec from time to time, as well as any applicable industry standards. In the event that alfatec’s customer require other and/or more extensive quality compliance checks, the Supplier shall undertake these at its own expense and in coordination with alfatec.

14.2 Where the Goods or Services under an Order are or will be sold, or incorporated into goods or services that are or will be sold, by alfatec to an original equipment manufacturer, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer”), Supplier shall take such steps, provide such disclosure, comply with such requirements and take all other actions as alfatec deems necessary or desirable and within Supplier’s control to enable alfatec to meet its obligations towards a Customer, including but not limited to (a) delivery, packaging and labelling requirements; (b) warranties and warranty periods; (c) intellectual property rights and indemnification; (d) confidentiality; (e) access to facilities and records; and (f) replacement and service parts.

14.3 Without any separate compensation, Supplier shall fully comply with all rules, guidelines and other requirements established by alfatec or a Customer (collectively, the “Requirements”). If requested, Supplier shall execute documents related to compliance with the Requirements.

14.4 In the event alfatec determines that a recall or similar procedure is necessary to remedy a breach of Supplier’s warranty or to comply with law, regulations, orders, or other government requirements, the full cost and expense of such procedure shall be borne by Supplier, unless Supplier proves that there was no defect or deficiency in the relevant Goods and/or spare parts related thereto, as the case may be.

14.5 During the term of the Contract and twelve (12) months thereafter, Supplier shall not, directly or indirectly, except in collaboration with or with express prior written consent of alfatec: (a) enter into any transaction with any Customer, or any affiliate or joint venture partner of a Customer, or with an existing or prospective customer of alfatec which otherwise could have the effect of preventing alfatec from receiving the full benefit of existing or contemplated projects with existing or prospective Customers (collectively, a “Prohibited Transaction”); or (b) solicit a Customer to enter into any Prohibited Transaction;
or (c) induce, solicit, procure, or otherwise encourage its representatives, employees, agents or any third party or respond to any solicitation from any of the same to enter into any Prohibited Transaction.

15. Indemnification

Supplier shall defend, indemnify and hold harmless alfatec and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods and Services purchased from Supplier or Supplier’s negligence, willful misconduct or breach of these GTC-P USA. Supplier shall not enter into any settlement without alfatec’s prior written consent.

16. Investment Protection

16.1 Supplier shall promptly notify alfatec of any changes to or termination of the manufacture of Goods or related spare sparts. In no event shall a termination of the manufacture of Goods or related spare parts occur any earlier than twelve (12) months following receipt of a corresponding notice by alfatec.

16.2 If Supplier (due to garnishment, impending bankruptcy, voluntary or involuntary proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditor) can no longer perform its services or directs them to be performed by third parties on the same conditions or offers an economically equivalent alter, alfatec shall be entitled to perform the Services itself or contract with third parties for performance thereof.

17. Licenses and Regulations

Supplier shall, at its sole expenses, take all measures required to obtain the official license, permits and other authorizations needed for the performance of the Services and manufacture of the Goods.

18. Emerging Intellectual Property Rights

18.1 Intellectual property rights, including but not limited to copyrights, trademarks and patent, created during the performance of the Contract, particularly on works, concepts, hardware and individual software including source code, program description in written or machine-readable form, which Supplier has developed for and at the expense of alfatec, shall be deemed to be “works for hire” and are the exclusive property of alfatec, unless otherwise expressly agreed in the Contract.

18.2 Intellectual property rights that are created during the performance of the Contract, but are not part of the subject-matter of Contract, belong to; (a) alfatec, if they were created by its employees; (b) Supplier, if they were created by its employees or by permitted subcontractors without any usage of Furnished Material or information from alfatec; or (c) alfatec and the Supplier, if they were created jointly by employees of alfatec and the Supplier, or by third parties contracted by them. In the event of joint ownership, the Parties shall in good faith determine an appropriate structure to define rights and obligations related to created intellectual property rights.

18.3 Both Parties are entitled to use and dispose of ideas, procedures and methods which are not protected by law, but without being under the obligation to disclose them.

19. Pre-Existing Intellectual Property Rights

19.1 Supplier and any third party engaged by Supplier, shall retain any registered or otherwise sufficiently protected pre-existing intellectual property rights.
Where third-party rights are involved, the Supplier warrants that it owns the relevant distribution rights and rights of use.

19.2 Supplier hereby grants to alfatec a non-exclusive, worldwide, sub-licensable, perpetual, irrevocable, royalty-free license for usage of existing intellectual
property rights related to the Goods and Services.

19.3 Both Parties are entitled to use and dispose of ideas, procedures and methods which are not protected by law, but without being under the obligation to disclose them.

20. Infringement of Intellectual Property Rights

20.1 Supplier shall defend at its own cost and risk any third-party claims arising from infringement of intellectual property rights. If a third party initiates a lawsuit against the Supplier, it shall inform alfatec immediately in writing. If the third party raises direct claims against alfatec, Supplier shall indemnify and hold alfatec harmless for any such claims. alfatec may elect to require Supplier to defend alfatec, at Supplier’s expense, or alfatec may elect to direct its own defense, the costs of which Supplier shall be responsible for, including attorney’s fees, court costs, judicial orders, damage awards or settlement amounts.

20.2 If due to third party claims of infringement of intellectual property rights it becomes impossible for alfatec to use the Goods and Services in whole or in part, Supplier shall either change its performances such that it does not infringe any third-party rights and maintains its ability to perform the contractually- owed Goods and Services, or obtain at its own expense a license from the third party. If Supplier does not take action to carry out one of these possibilities in due course, alfatec shall be entitled to immediately terminate the Contract and return the respective Goods and Services to the Supplier for full refund by Supplier.

21. Confidentiality

21.1 Both Parties shall treat in strict confidence all information which is neither generally known nor generally accessible, and shall use it only for the purpose of fulfilling the Contract. The Parties shall ensure the confidential treatment of all information relating to the Contract by their personnel, agents and consultants. In case of doubt, all information shall be treated as confidential.

21.2 Confidential information of a Party does not include information which:
a) was already known to the other Party, before it was made accessible by the disclosing Party;
b) is or becomes generally known without the other Party’s disclosure;
c) was disclosed to the other Party by a third party without any transfer restriction;
d) was developed by the other Party itself without using or referring to the confidential information of the protected party; and/or
e) must be disclosed by order or legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately of the decision and consider protective measures the other Party may desire to implement.

21.3 This obligation of confidentiality shall exist prior to the conclusion of the Contract and remain valid for a period of five (5) years after termination of the Contract; provided that any obligations related trade secrets shall continue in accordance with applicable laws.

21.4 A Party may not disclose any confidential information to a third party without the prior written approval of the other Party. If approval is granted, the obligations of confidentiality are to be transferred to the receiving third party, except in the event of a disclosure Section 21.1(e).

21.5 Notwithstanding Section 21.4 of these GTC-P USA, alfatec may disclose confidential information to affiliated companies of alfatec, its subsidiaries, and
contracted advisors, such as consultants, auditors, financial advisors, accounts and counsel.

21.6 Advertising and publications about specific services in connection with the Contract require the written approval of the other Party. Without the written
approval of alfatec, the Supplier shall not advertise the fact that a collaboration between the Parties exists or existed, and shall not give alfatec as a reference.

22. Data protection

Each Party may have access to personal data (for example names, functions, business units, contact details and communication data) relating to the other Party’s employees, representatives, consultants, agents, contractors and other personnel (“Personnel”; “Personnel Data”) in relation with the contract that is subject to these GTC-P USA. The Parties agree that they act as independent controllers in relation with such Personnel Data unless otherwise agreed expressly by the Parties. Personnel Data may be processed only in accordance with applicable law, applying appropriate security measures, and only in order to enter into and perform the contract and compatible purposes including but not limited to order and payment processing, tolls, taxes and import/export management, customer relationship management, business accounting and general administrative purposes. Each Party undertakes to inform its own Personnel about the processing of Personnel Data by the other Party, in accordance with applicable laws.

23. Compliance

23.1 Supplier shall comply with applicable laws, regulations, ordinances and legal standards, including but not limited to environmental protection, industrial safety and child protection provisions, the prohibition of human-trafficking, as well with the provision against counterfeits or the protection of the environment and of health.

23.2 The Parties commit themselves not to directly or indirectly make any payment, gift, or other commitment to any person in a manner contrary to applicable
law, or accept financial or other favors, if in return the giving party expects an unjustified advantage or is rewarded. The Parties also commit themselves to comply with the U.S. Foreign Corrupt Practices Act and similar other applicable statutes, regulations and ordinances.

23.3 The Supplier shall not utilize conflict minerals, as determined by alfatec, for any Goods, spare parts or other products or components sold to alfatec. Upon request, Supplier shall provide written confirmation of compliance with the foregoing obligations, and allow alfatec to audit its records on conflict minerals and related matters.

23.4 The Parties shall require their personnel, permitted subcontractors, suppliers and other third parties contracted for the fulfillment of the Contract to comply with this Section 23.

24. Termination

In addition to any remedies available under these GTC-P USA, alfatec may terminate the Contract with immediate effect upon written notice to the Page 5 of 5 Supplier, either before or after the acceptance of the Goods or the Supplier’s delivery of the Services, if Supplier has not performed or complied with any of the provisions of the Contract, in whole or in part; subject to the cure periods defined in Section 9.1. If alfatec terminates the Contract for any reason, Supplier’s sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by alfatec prior to the termination.

25. Limitation of Liability

Nothing in the Contract shall exclude or limit:
a) Supplier’s liability under Sections 13 (Warranty), 15 (Indemnification), 20 (Infringement of Intellectual Property Rights), 21 (Confidentiality) and 23 (Compliance) hereof;
b) Supplier’s liability for fraud, personal injury or death caused by its negligence or willful misconduct; or
c) Supplier’s liability for consequential,

26. Assignment

26.1 The Contract and the Parties’ rights and duties arising therefrom shall not be assignable without the express prior written approval of both Parties to the
Contract, which approval shall not be unreasonably withheld.

26.2 Notwithstanding Section 26.1 hereunder, alfatec shall be entitled to assign rights and obligations from the Contract to an affiliate of alfatec at any time.

26.3 Supplier shall not assign any claims arising from this Contract without the express prior written approval of alfatec.

27. Verification

27.1 Without affecting the rights set forth under Section 3.4, for the duration of the Contract and two (2) years thereafter, upon advance written notification of at least ten (10) calendar days by alfatec and during normal working hours at Supplier’s place of business, Supplier shall make available to alfatec or for an auditing company commissioned by alfatec, all documents needed to verify Supplier’s compliance with the provisions of the Contract, particularly of the development and production of the Goods.

27.2 All costs and expenses in connection with the audit shall be borne by alfatec. If an audit shows that Supplier has failed to comply with any provisions of the Contract, Supplier shall bear all costs and expenses of the audit, in addition to any reimbursement for overpayments or other damages suffered by alfatec.

27.3 To perform inspections and audits, authorized representatives of alfatec, after due identification, shall have free access to all premises in which the Goods are manufactured, tested or stored. This also applies to representatives and quality inspectors of alfatec’s customers or official quality inspectors commissioned
by them.

27.4 Upon request any desired information shall be given by the Supplier to such personnel and the requested documents shall be presented.

28. Waiver

No waiver by alfatec of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by alfatec. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege thereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

29. Independent Contractor

For the purpose of the Contract, nothing herein shall be deemed to make alfatec an partner, or joint venturer of Supplier. Neither Party shall have any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.

30. Notice

With the exceptions for communication provided by alfatec in its regular course of business, which may be transmitted with email or other electronic transmissions, all notices required or permitted by the Contract shall be in writing and shall be deemed to have been given (a) on the date of personal delivery to an officer of or personally to the other Party, or (b) the day following deposit when properly deposited for overnight delivery with a nationally recognized commercial overnight delivery service, prepaid, and addressed as provided in the Contract, unless and until either of such Parties notifies the other in accordance with this Section 30 of a change of address.

31. Force Majeure

alfatec shall not be liable or responsible to Supplier, nor be deemed to have defaulted under or breached the Contract, for any failure or delay in fulfilling or performing any term of the Contract, when and to the extent alfatec’s failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemics, outbreak of any infection disease, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; or (h) other similar events beyond the control of the alfatec. Within a reasonable time of determining occurrence of a Force Majeure Event, alfatec shall give notice to the Supplier. In the event a Force Majeure Event continues for six (6) months or longer, alfatec may terminate the Contract.

32. Applicable Law and Dispute Resolution

32.1 All matters arising out of or relating to the Contract are governed by and construed in accordance with the internal laws of the State of Tennessee without
giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than those of the State of Tennessee. The United Nations Convention on Contracts for the International Sale of Goods
is expressly excluded and shall not apply to the Contract or any matter related thereto.

32.2 The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to the Contract, or to a material breach, including its interpretation, performance, or termination. If the Parties do not reach settlement within a period of twenty (20) calendar days of a Party providing written notice of a dispute to the Party, the Parties shall submit the dispute to mediation on the terms and at a location determined by the Parties.

32.3 If the Parties are unable to resolve such dispute through mediation, either Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Johnson City, Tennessee or another location determined by the Parties, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based, and shall be final and binding upon the Parties. The prevailing Party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of reasonable attorneys’ fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded by hereunder, and shall be so instructed by the Parties.

32.4 Notwithstanding anything to the contrary herein, any Party may seek injunctive relief against the other Party with any court of proper jurisdiction with respect to any and all preliminary injunctive or restraining procedures pertaining to this Contract or the breach of any relevant obligations, including but not limited to Section 21.