TERMS AND CONDITIONS OF PURCHASE FOR GOODS
1. General. These terms and conditions of purchase for goods (these “Terms”)
are incorporated into and supplement one or more purchase orders for goods (the“Order”) issued by Livent Corporation and/or one or more of its affiliated entities,asthe case may be (“Buyer”), to the seller or vendor specified on the Order (“Seller”).
The term “Agreement” is used in these Terms to refer, collectively, to these Terms
and to the Order to which these Terms relate. Seller’s acknowledgement of theOrder or shipment of any goods described in the Order (the “Goods”) shallconstitute its acceptance of these Terms. The Agreement sets forth the entire
agreement between Buyer and Seller with respect to the subject matter of theAgreement and supersedes all prior and contemporaneous understandings,
negotiations, and dealings between them. The Agreement may not be modified oramended except in a writing signed by a duly authorized representative of eachparty. Neither course of performance, course of dealing, usage of trade, nor oralpromise shall be used to qualify, explain or supplement any of the terms of theAgreement. Any terms and conditions that are different from or inconsistent withthese Terms are rejected unless expressly agreed to by Buyer in writing.

7. Changes. Buyer reserves the right at any time to change, by written notification, anyof the following: (i) specifications, drawings and data incorporated in the Order where
the items to be furnished are to be specially manufactured for the Buyer; (ii) quantity;(iii) methods of shipment or packaging; (iv) place of delivery; (v) time of delivery;or (vi) any other matters affecting the Order. If any change by Buyer causes anincrease or decrease in the cost of or the delivery schedule for the Order, Buyer shallmake in writing an equitable adjustment in the contract price or delivery schedule, orboth.
8. Termination. Buyer may terminate the Agreement for its convenience, in whole orin part, at any time on five (5) days’ written, electronic or telegraphic notice toSeller. Upon receipt of such termination notice, Seller shall promptly comply withthe directions contained in such notice and shall, as required: (i) take action
necessary to terminate its fulfillment of the Order as provided in the notice,minimizing any related costs and liabilities; (ii) protect, preserve and deliver inaccordance with Buyer's instructions any property of Buyer related to the Order; and(iii) continue the performance of any part of the Order not terminated by Buyer. On
termination for Buyer's convenience, Seller at the time of termination may have instock or on firm order completed or uncompleted items or raw, semi-processed orcompleted Goods for use in fulfilling the Order. For completed Goods, Buyer shalleither require delivery of all or part of the completed Goods and make payment at theprice set forth in the Order, or (without taking delivery) pay Seller the difference, ifany, between the price set forth in the Order and the market price (if lower) at thetime of termination. For uncompleted Goods or raw or semi-processed materials,
Buyer shall either require Seller to deliver all or part of such Goods at the portion of theprice set forth in the Order representing the stage of completion, or (without takingdelivery) pay Seller for such Goods that are properly allocable to the Order a portionof the price set forth in the Order representing the stage of completion, reduced by
the higher of the market or scrap value of the Goods at that stage of completion. ForGoods that Seller has on firm order, Buyer may at its option either take an assignmentof Seller's right under such order or pay the cost, if any, of settling or discharging
Seller's obligation under such order.

2. Price; Payment. The Order is a firm price order. If the Order applies tosuccessive purchases by Buyer, and Buyer can purchase goods (i) of like or better
quality at a price that will result in a lower delivered cost to Buyer, and/or (ii) onterms otherwise more favorable to Buyer as determined by Buyer in its sole
discretion (either of which case, “Favorable Terms”), then Buyer may notify Seller ofsuch Favorable Terms, in which case Seller shall have an opportunity to meet such
Favorable Terms. If Seller fails to do so, in writing, within thirty (30) days of the dateof Buyer’s notice, Buyer may purchase the Goods from the third party offeror atsuch Favorable Terms and the quantity of any purchase so made shall reduce any
purchase obligation of Buyer under the Order without imposing any additional
obligation, or modifying any rights, of Buyer under the Agreement. In the absenceof indication of price by Buyer, Seller shall not fill the Order at a price higher thanlast quoted or charged to Buyer without Buyer's written consent. Seller represents thatthe prices charged for the Goods comply with all applicable laws and regulationsin effect as of the Order date and at the time of delivery of the Goods. Subject toBuyer’s setoff or recoupment, Buyer shall pay all undisputed invoices within thetimeframe set forth in an Order or as specifically provided for in an executed
agreement between the parties Invoices must be dated no earlier than the shipping
date of the relevant Goods. Invoices will only be paid upon proof of delivery. Allamounts due under the Order shall be subject to setoff and recoupment. Payment
shall not constitute acceptance of Goods or waiver of any claims related to suchGoods.

9. Excusable Delay. This clause 9 shall not apply to the Seller’s obligations
under clause 18, or under the ASHT Terms. Subject to the foregoing, neither party
shall be liable to the other for failure to fulfill its obligations under the Agreement
because of any cause beyond the reasonable control of such party and not due toits fault or negligence, including any practical inability to use the Goods or to
make, use or sell any products manufactured, formulated or processed from theGoods. The impeded party shall give to the other party prompt notice and theestimated duration of such causes. If Seller is impeded from delivering Goods byreason of such causes, Buyer may elect to extend the period for delivery of Goodsby the period of delay resulting from such causes or toreduce the quantity of Goods
ordered under the Order by the deliveries or portions thereof omitted during such
period; or if such causes continue for more than thirty (30) days, Buyer may
terminate the Agreement. If an event occurs that affects Seller’s production
capacity, Seller may omit deliveries of the Goods to Buyer during the continuanceof such circumstance, and will allocate all of Seller’s production capacity such that
Buyer receives a pro rata share of Seller’s capacity based on Buyer’s then current
forecast in proportion to Seller’s available supply.

3. Packaging, Packing Lists and Bills of Lading. Seller shall be responsible forproper packaging, loading and tie-down to prevent damage during transportation.
Seller must bill all returnable containers on a separate memo invoice; returntransportation charges will be collect and for Seller's account. Buyer's weight
and/or count will be accepted as final and conclusive on all shipments notaccompanied by a packing list.
4. Delivery. Time is of the essence. Seller shall furnish sufficient labor andmanagement forces, plant and equipment and shall work such hours (includingnight shift, overtime, weekend and holiday work) as may be required to assure
timely delivery. Regardless of delivery or performance in installments, Seller's
obligation is not severable. Buyer need not accept shipments sent C.O.D. without
its consent and may return them at Seller's risk.

10. Warranties. Seller represents and warrants that the Goods will be free fromcontamination, damage and defect; free from defects in materials and workmanship;merchantable and in full conformity with Buyer's specifications, drawings, data, andSeller's description, promises or samples; and that such Goods will be fit for theBuyer's intended use if Seller knows or has reason to know of such use; and thatSeller will convey good title to the Goods, free and clear from all liens, claims andencumbrances. No implied warranties of Seller are excluded or disclaimed. Seller
shall give prior notice to Buyer of any change(s) in materials, manufacturing
processes, sources or locations, or test methods for mutual assessment of thepossible effect on Buyer's processes or product performance. Seller warrants that themanufacture of the Goods and any component part thereof, and the use or resale of such
Goods do not infringe any patent, copyright, trademark, trade secret or otherintellectual property right of any third party. Any copyright to material generated inconnection with the Agreement shall be assigned by Seller to Buyer without cost or
expense to Buyer, and Seller agrees to take appropriate action to assign suchrights. Seller represents and warrants that the Goods comply with all applicablelaws, permits, rules and regulations, including environmental and health and safety
laws and regulations, and further, that the delivery of such Goods (if arranged bySeller) complies with all applicable laws, permits, rules and regulations regarding
packaging, marking and shipping of the Goods.

5. Title and Risk of Loss. Risk of loss of all Goods shall remain in Seller until
receipt of the Goods at Buyer's location. Notwithstanding restrictive legends to thecontrary, title to plans, drawings and specifications for Goods shall be vested andremain with Buyer and may be used by Buyer for any purpose. Title to Goods shallpass to Buyer upon Buyer's acceptance of such Goods at Buyer's location unlessotherwise specified in the Order. If Buyer makes progress payments, title to theGoods shall be transferred to Buyer as payments are made, and in the same
proportions as the cumulative payments bear to the total price in the Order. Seller
shall also identify such Goods as the property of Buyer unless Buyer waives
identification.
6. Inspection. All Goods will be subject to Buyer's final inspection and approval
within a reasonable time after delivery irrespective of payment date. Buyer shallhave a reasonable time to submit claims of count, weight, quantity, loss,contamination, damage or defect to delivered Goods.

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TERMS AND CONDITIONS OF PURCHASE FOR GOODS
11. Buyer’s Remedies. If Seller (i) offers or supplies any contaminated,damaged or defective Goods or any Goods not in accordance with Buyer’s
instructions, specifications, drawings or delivery date or Seller’s express orimplied warranties hereunder (“Non-Conforming Goods”), (ii) breaches any
representation, warranty, covenant, or agreement contained in the Agreement, or(iii) fails to timely supply conforming Goods, Buyer may, at its option: (a) rejectsuch Goods; (b) terminate the Order; (c) return such Goods and charge Seller all
costs, expenses and damages related to the return; (d) cover and charge Seller for
any loss, costs and damages incurred; (e) require Seller to replace or otherwise
correct, without expense to Buyer, any such Goods; or (f) retain such Goods andcharge Seller for any damages. All rights and remedies stated in this Agreement
shall be in addition to any rights and remedies provided by law, and shall surviveinspection, test, acceptance and payment. In addition (or as an alternative) to therights set forth in this Section, Buyer may upon written notice to Seller, terminate
the Agreement in whole or part and with immediate effect: (A) if reasonablegrounds for insecurity arise as to Seller's expected performance (including timelyperformance) within ten (10) days after Buyer's written demand for adequate
assurance; or (B) if Seller is in material breach of the Agreement; or (C) if Seller
becomes insolvent or makes an assignment for the benefit of creditors orcommits an act of bankruptcy or files or has filed against it a creditor’s petition orapplication for winding up or has a liquidator, administrator or receiver appointed
over the Seller.

levies, fees, excises or tariffs arising as a result of or in connection with the Order,
including any sales, use or value added taxes (or analogous taxes, if any). Sales, useor value added taxes (or analogous taxes, if any) shall be separately stated on Seller’sinvoice(s), and Buyer shall pay such taxes at the applicable rate from time to time.
From time to time, Buyer may qualify for tax exemptions, in which case Buyer will
provide Seller a certificate of exemption or other appropriate documentary proof ofexemption. Buyer will have no liability for any taxes based on Seller’s net income,gross income, capital, net worth, franchise, privilege, property or any similar taxes
or assessments (“Income-Based Taxes”). If Buyer is required by law, rule orregulation to withhold Income-Based Taxes from the typesof payments due to Seller
under the Agreement, Buyer shall (i) deduct those taxes from the amount otherwise
remittable to Seller under the Order, (ii) pay such taxes to the proper taxing authority,and (iii) send the original receipt documenting any Income-Based Tax levied, withSeller receiving the net amount after such deductions.
17. Compliance. Seller agrees that is it is aware of Buyer’s Supplier Code ofConduct as set forth at https://Livent.com/suppliers/code-of- conduct (the “Codeof Conduct”). Seller represents that it is in compliance with, and covenants that itshall supply Goods to Buyer in compliance with, such Code of Conduct. Buyer isentitled at any time to conduct an audit of Seller’s business standards, policies,and procedures to assess Seller’s compliance with this clause.
18. Anti-slavery and human trafficking. The Seller hereby confirms that it has
read, and shall comply in full with, the anti-slavery and human trafficking terms
located at AntiSlaveryHumanTraffickingTerms-Final-2023-1.pdf (livent.com)(“ASHT Terms”) and which are incorporated into these Terms, forming part of theAgreement between the Buyer and the Seller, and that the Seller has the resources
and means required to comply in full with its obligations under the ASHT terms.
Any reference to ‘Terms’ or ‘Agreement’, shall be deemed to include the ASHT
Terms. The following is only a limited summary of certain aspects of the ASHT
Terms and should not be regarded in any way as any form of substitute oralternative to reading the full ASHT Terms. By way of a limited summary, theASHT Terms: (a) require the Seller, to comply with, and to ensure that each of thesub-contractors in its supply chain comply with, all applicable Anti-Slavery Laws
(as defined in the ASHT Terms) and the Buyer’s Human Rights Policy andModernSlavery
andHuman
Trafficking
Policylocatedat
https://Livent.com/sustainability/policies-and-statements/, as amended from time
to time; (b) require the Seller to warrant that neither it, nor any of the subcontractors in its supply chain, nor any of the officers, employees or otherpersonnel of the Seller, or any sub-contractor in its supply chain, has/have beenconvicted or investigated for any offence involving slavery or human trafficking
anywhere in the world; (c) require the Seller to take steps to ensure that it, andeach of the sub-contractors in its supply chain, have adequate procedures in place
to prevent and address modern slavery, and to take steps to meet the standards
imposed by applicable Anti-Slavery Laws (as defined in the ASHT Terms); (d)give the Buyer the right to audit the Seller, and to require the Seller to ensure thatthe Buyer has the right to audit each of the sub-contractors in the Seller’s supplychain, for compliance with the ASHT Terms; (e) give the Buyer the right toconduct due diligence on the Seller, and to require the Seller to ensure that theBuyer has the right to conduct due diligence on each of the sub-contractors in theSeller’s supply chain, to ensure that there is no slavery or human trafficking taking
place; (f) require the Seller to provide, and to ensure that sub-contractors in its
supply chain provide, at the request of the Buyer, a Slavery and Human
Trafficking Report (as defined in the ASHT Terms) setting out in detail, the steps
taken to ensure that slavery and human trafficking is not taking place in any of its
supply chains; (g) require the Seller to include, and for the Seller to ensure thateach sub-contractor in its supply chain includes, in its, or their, contracts withsubcontractors, anti-slavery and human trafficking provisions that are at least as
onerous as those set out in the ASHT Terms; and (h) require the Seller toindemnify the Buyer against any breach of the ASHT Terms by the Seller; and/orany breach of the Human Rights Policy and Modern Slavery and Human
Trafficking Policy located at https://Livent.com/sustainability/policies-andstatements/, and/or Anti-Slavery Laws (as defined in the ASHT Terms) by any
subcontractor in the Seller’s supply chain; and/or any breach of provisions
equivalent to the ASHT Terms in any subcontract, by any subcontractor in theSeller’s supply chain.

12. Indemnity. Seller shall indemnify, defend, and hold Buyer and its affiliates
and its and their officers, directors, members, representatives, agents, andemployees harmless from and against all claims, liabilities, damages, penalties,judgments, assessments, losses, joint or several, and expenses (including
reasonable attorneys’ fees), arising out of or relating to any act or omission ofSeller, including, without limitation, (i) its supply of the Goods, (ii) Seller’s breach of
any representation, warranty, covenant, or agreement contained in the Agreement,(iii) the negligence, recklessness, or willful misconduct of Seller, and/or its
employees, agents or affiliates. Buyer shall notify Seller in writing of any suchclaim. If the Goods or any component of the Goods are held to infringe theintellectual property rights of any third party and their use is enjoined, Seller shall,at its option and its own expense: (a) procure for Buyer and its successors andassigns the right to continue using the Goods; (b) replace them with a substantiallyequivalent non-infringing product acceptable to Buyer; or (c) modify them sothey become non-infringing with substantially equivalent performance acceptable
to Buyer. Absent (a), (b) or (c), Buyer reserves its rights at law and under theAgreement, and at its option may return the infringing Goods to Seller at Seller'sexpense and Seller shall promptlyrefund the purchase price to Buyer.
13. Buyer’s Property. All special dies, mold, patterns, jigs, fixtures and anyother assets that Buyer furnishes to Seller or specifically pays for, for use in theperformance of the Order shall be and remain Buyer's property, shall be for Buyer'sexclusive use, shall be held at Seller's risk and shall be equal to the replacement
cost with loss payable to Buyer. Seller will furnish copies of policies or certificates ofinsurance on Buyer's demand.
14. Nondisclosure. If Buyer discloses or grants Seller access to any research,development, technical, economic or other business information or "know-how,"Seller will not use or disclose any such information to any other person at any time,
except as may be necessary in the performance of the Agreement, without Buyer'sprior written consent. Seller shall use such information only to perform its
obligations under the Agreement.
15. Insurance. During the term of the Agreement, Seller shall maintain insurance
coverage of such types and in such amounts as necessary to protect against
liabilities that may arise from Seller’s performance of its obligations under theAgreement, including Seller’s indemnification obligations under these Terms.
Such policies shall include, at a minimum, workers compensation or employer
liability insurance, comprehensive general liability insurance, and, if applicable,automobile insurance. Upon Buyer’s request, Seller shall furnish evidence of suchinsurance to Buyer, in a form acceptable to Buyer. At Buyer’s request, Seller shallcause Buyer to be named as "additional insured" in connection with all policies
except Seller’s workers' compensation policy. Seller waives all rights of recovery
or subrogation against Buyer for damages to the extent covered by the insurance
obtained pursuant to this Section, whether or not such damage was caused by thenegligence, strict liability or other actions or inactions of Buyer.

19. Miscellaneous. The Agreement shall be governed by, and shall be interpreted
and construed in accordance with, the laws of the Commonwealth of Pennsylvania,
U.S.A., without giving effect to its conflicts of laws principles. Notwithstanding theforegoing, to the extent (i) the parties’ performance under the Agreement occurs
wholly within any one country outside of the United States, and (ii) the parties are

16. Taxes. Unless provided otherwise in the Order, all prices are exclusive ofnational, provincial, state, local, municipal, or other governmental taxes, duties,Livent Corporation
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both incorporated in that country, the Agreement shall be governed by,construed and enforced in accordance with the laws of that country. The U.N.
Convention on Contracts for the International Sale of Goods shall not apply tothe Agreement. If any provision of the Agreement is held invalid orunenforceable, the remaining provisions shall not be affected thereby. Seller
shall not assign or transfer the Agreement or any right or obligation under theAgreement without Buyer's prior written consent. Seller shall not engage any
subcontractor or permit the engagement of any subcontractor in the Seller’s
supply chain, under or in connection with the Agreement or for or in connection
with the supply of any Goods without the prior written consent of the Buyer.
The Buyer may assign and/or delegate its performance under the Agreement, inwhole or in part, without restriction, including to any affiliates and subsidiaries
involved in the performance of the Agreement from time to time. Buyer's failure
to insist on Seller's strict performance of the terms and conditions of theAgreement at any time shall not be considered a waiver by Buyer of performance inthe future. If a translation of the Agreement into any other language is required ordesired for any reason, each of the parties acknowledges and agrees that in all
matters involving the interpretation of this Agreement, the English language
shall control.

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