Terms and Conditions for the Saleand Delivery of Goods and Services
by Getzner USA, Inc.

§ 1 These Terms Shall Apply(A) The following terms and conditions shall apply to and shall govern all
products and services provided or supplied by Getzner USA, Inc. (“Getzner”)
to any original purchaser of such products and/or services (“Customer”), regardless of whether an invoice, purchase order, or other document which memorializes a contract to purchase products and/or services between Getzner
and Customer makes reference to these terms and conditions. All shipments,
services, sales, and quotations between Getzner and Customer are subject
to these terms and conditions. These terms and conditions shall also govern
any future transactions.
§ 2 Quotes, Acceptance, Acknowledgement of Order(A) Getzner shall sell products to Customer in the quantities and at the times
agreed to by Getzner in writing. Customer may order products by submitting
written purchase orders that contain the product(s), quantity per product,
and requested delivery date. All orders submitted to Getzner for products
or services, whether via purchase order or otherwise, are subject to final
written acceptance by Getzner and no orders are binding upon Getzner until
so accepted. Getzner’s acceptance may be in writing (such as via an orderconfirmation) including via email or by delivery of the products to, or performance of the services for, Customer. Customer is solely responsible forproper selection and application of the products.
(B) No effect shall be given to any terms or conditions proposed in Customer’s purchase order, proposal, sales note, acknowledgment, commercial
document, correspondence, or other form of offer or acceptance which add
to, vary from, or conflict with these terms and conditions. Getzner hereby
objects to and rejects any such additional or different terms or conditions
proposed by Customer, regardless of any knowledge Getzner may have ofsuch terms, and such terms shall not bind Getzner.
§ 3 Price(A) Unless otherwise agreed, the prices in effect on the delivery/service dateshall apply.
(B) If prices are agreed upon in advance and there is any change in the costs
underlying such prices, Getzner may adjust these prices to reflect such costchanges upon notice to Customer.
(C) Unless otherwise agreed, prices include customary packaging only. If Customer requests special packaging (including, but not limited to, individually
packed, packed for ocean shipment), Customer shall be responsible for the
additional costs for such packaging. Unless otherwise set forth in the invoice
issued by Getzner for the transaction, the price specified in the invoice shallnot include any international or domestic shipping charges, import duties,
storage charges or taxes of any kind all of which shall be paid by Customer. Unless otherwise specified in the invoice, the price does not include any
services related to the products, including travel, consulting, evaluations, ormaintenance.
(D) If delivery is delayed for reasons within the Customer‘s control, Getzneris entitled to set correspondingly higher prices to compensate it for any increased costs resulting from such a delay. This shall not affect Getzner’s rightto reimbursement for any damage it may otherwise incur.
(E) Any taxes, customs duties, and other levies relating to acceptance of thedelivery/service shall be borne by Customer, unless Getzner has agreed inwriting to pay such charges.
§ 4 Place of Performance, Delivery(A) All risk of loss during shipment shall be in accordance with the INCOTERM(2010) referenced in the invoice. If no such INCOTERM is referenced, all shipments shall be shipped Ex Works. Unless otherwise set forth in the invoiceor agreed between Getzner and Customer in writing, Customer shall assume
the sole responsibility for the transportation and importation of the products.
(B) Any risk in connection with services shall transfer to the Customer assoon as it has accepted those services. Customer has accepted products andservices when Customer pays the charges for such products or services, commits to pay such charge, or uses the products or the item serviced.
(C) Getzner reserves the right to make partial deliveries of any products and/or services and these shall be subject to all of these terms and conditions.

(D) Customer shall be responsible for the importation of any products asimporter of record and shall be liable for all importation expenses, including
customs duties, penalties, taxes and storage charges. It shall be Customer’ssole responsibility to obtain and maintain appropriate import licenses or
permits. Customer shall not be released from performance hereunder if the
products cannot be delivered, or delivery is delayed, as a result of the failureof Customer to maintain the appropriate licenses or permits, or failure to pay
any charges owed with respect to the importation of the products.
(E) Unless otherwise agreed, Customer shall select the carrier(s) and routingof the shipment from Getzner’s location to destination. Getzner shall assume
no responsibility for the selection of the carriers and other entities involvedin the transportation and delivery of the products, even in the event that
Getzner is retained or otherwise assumes the responsibility for the transportation of the products. Customer assumes all responsibility for paymentof freight charges to all carriers used to transport the products and all othercosts associated therewith, regardless of whether the freight charges andother costs are reflected in the Invoice.
§ 5 LIMITED WARRANTY & LIMITATION OF LIABILITY(A) GETZNER WARRANTS FOR A PERIOD OF SIX (6) MONTHS AFTER THE
DATE OF DELIVERY (THE “WARRANTY PERIOD”) THAT WHEN DELIVERED TO
CUSTOMER, THE PRODUCTS WILL MATERIALLY COMPLY WITH GETZNER’SWRITTEN PRODUCT SPECIFICATIONS AND THE PRODUCTS WILL BE FREE
FROM MATERIAL DEFECTS IN MATERIALS AND WORKMANSHIP. CUSTOMERSHALL BE PRESUMED TO HAVE READ AND UNDERSTOOD THESE SPECIFICATIONS AND TO BE FAMILIAR WITH GETZNER’S PRODUCTS AND SERVICES,INCLUDING, BUT NOT LIMITED TO, MANUFACTURING TOLERANCES, MATERIALS, AND THEIR PROPERTIES AND FUNCTIONALITY. IF, WITHIN THE WARRANTY PERIOD, (I) THE CUSTOMER DISCOVERS EVIDENCE THAT THE PRODUCTS DO NOT MATERIALLY COMPLY WITH GETZNER’S WRITTEN PRODUCTSPECIFICATIONS OR ANY DEFECTS IN MATERIALS OR WORKMANSHIP, AND(II) NOTIFIES GETZNER IN WRITING OF SUCH DEFECTS, AND RETURNS THE
ALLEGEDLY DEFECTIVE PRODUCTS TO GETZNER, GETZNER SHALL
PROMPTLY EVALUATE THE CLAIM. IF GETZNER CONFIRMS THE CUSTOMER’S WARRANTY CLAIM, GETZNER WILL, AT IT’S SOLE OPTION, PROVIDEREPLACEMENT PRODUCTS OR REFUND THE PURCHASE PRICE FOR THE
DEFECTIVE PRODUCTS. GETZNER IS NOT RESPONSIBLE FOR REMOVAL OF
ANY PRODUCTS OR INSTALLATION OF REPLACEMENT PRODUCTS. THISWARRANTY SHALL NOT APPLY TO ANY OF THE FOLLOWING: (a) PRODUCTS
THAT HAVE BEEN ALTERED; (b) PRODUCTS THAT HAVE BEEN DAMAGED BYNEGLIGENCE OR ACCIDENT OR BY OTHER CIRCUMSTANCES BEYOND THE
REASONABLE CONTROL OF GETZNER; OR (c) PRODUCTS THAT HAVE BEEN
IMPROPERLY INSTALLED, USED OR MAINTAINED, OR THAT HAVE BEEN
SUBJECTED TO ABNORMAL CONDITIONS OF USE OR MAINTENANCENOT IN CONFORMITY WITH ACCEPTED INDUSTRIAL PRACTICES OR WITHGETZNER’S WRITTEN INSTRUCTIONS. NO WARRANTY CLAIMS WILL BE
PROCESSED IF RECEIVED AFTER THE WARRANTY PERIOD. GETZNER’S
SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR ANY BREACH OF
WARRANTY SHALL BE AS SET FORTH IN THIS SECTION 5.
(B) CUSTOMER SHALL INSPECT THE PRODUCTS AND SERVICES IMMEDIATELY UPON THEIR DELIVERY AND SHALL, WITHIN THREE (C) BUSINESSDAYS FROM THE DATE OF DELIVERY, GIVE WRITTEN NOTICE OF ANY CLAIM
THAT THE PRODUCTS OR SERVICES DO NOT CONFORM TO THEIR DESCRIPTION AS SET FORTH IN THE INVOICE COVERING SUCH PRODUCTS AND/ORSERVICES, OR THAT THE PRODUCTS ARE DAMAGED. NOTATIONS REGARDING SUCH A CLAIM SHALL BE MADE ON THE APPLICABLE BILL OF LADING, AIR WAYBILL OR DELIVERY RECEIPT. IF CUSTOMER DOES NOT PROVIDE SUCH NOTICE, THE PRODUCTS AND/OR SERVICES SHALL BE DEEMEDACCEPTED BY CUSTOMER. CUSTOMER EXPRESSLY WAIVES ANY RIGHTS IT
MAY HAVE TO REJECT OR REVOKE ACCEPTANCE OF THE PRODUCTS AND/OR SERVICES AFTER SUCH THREE (C) DAY PERIOD.
(C) IN NO CASE WHATSOEVER, INCLUDING JUSTIFIED WARRANTY CLAIMS,
IS THE CUSTOMER ENTITLED TO RETAIN ANY MONIES OWED TO GETZNER,EXCEPT UPON THE WRITTEN CONSENT OF GETZNER.

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(D) CUSTOMER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FORANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIMS FOR LIQUIDATED CONTRACTDAMAGES LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF INCOME RELATING TO OR ARISING OUT OF THE PURCHASE OR USE OF THE PRODUCTS OR SERVICES.
(E) IN ALL EVENTS, THE LIABILITY OF GETZNER, WHETHER BASED IN TORT,BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE, SHALLNOT EXCEED THE PRICE OF THE PRODUCTS AND/OR SERVICES IN QUESTION OR WITH RESPECT TO WHICH SUCH BREACH, DEFAULT, OR NEGLIGENCE IS CLAIMED. THE CUSTOMER ACKNOWLEDGES THAT THE REMEDIESPROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
IN NO EVENT WILL GETZNER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR
BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIMS FOR LIQUIDATEDCONTRACT DAMAGES LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, LOSSOF BUSINESS OR LOSS OF INCOME RELATING TO OR ARISING OUT OF THE
PURCHASE OR USE OF THE PRODUCTS OR SERVICES, EVEN IF GETZNER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE CUSTOMER PASSES ON OR SELLS ALL OR ANY OF THE PRODUCTS SUPPLIED,CUSTOMER SHALL FULLY TRANSFER AND ASSIGN THIS LIMITATION OF LIABILITY AND RECOURSE BAN TO CUSTOMER’S OWN CUSTOMERS. GETZNER
SHALL NOT BE LIABLE FOR ANY DEFECT THAT WAS CAUSED BY THE PRODUCTS HAVING BEEN INTEGRATED INTO PRODUCTS OF THE CUSTOMER OR
THOSE OF ITS CUSTOMERS. GETZNER SHALL NOT BE LIABLE IN THE EVENT
THE PRODUCTS SUPPLIED WERE SUPPLIED BASED ON THE CUSTOMER‘SINSTRUCTIONS (INCLUDING, WITHOUT LIMITATION, DESIGN DETAILS, SPECIFICATIONS, PLANS OR TEMPLATES). CUSTOMER SHALL BE REQUIRED TO
INFORM GETZNER IMMEDIATELY IF IT BECOMES AWARE OF ANY CIRCUMSTANCES WHICH MAKE THE PRODUCTS DEFECTIVE. IF THE CUSTOMERFAILS TO FULFILL THIS OBLIGATION AS SET FORTH IN THESE TERMS AND
CONDITIONS, AND FAILS TO TRANSFER AND ASSIGN THAT OBLIGATIONTO ITS OWN CUSTOMERS, IT SHALL HOLD HARMLESS AND INDEMNIFY
GETZNER FOR AND AGAINST ALL RELATED THIRD-PARTY CLAIMS.
(F) Rejected products may be returned only with Getzner’s prior express written consent and at Customer‘s cost and risk. If products are returned without
Getzner’s prior consent, Getzner may refuse to accept the returned products
and may return them to the Customer at Customer’s cost and expense.
(G) The quality, properties, form, design, and functionality of samples may be
inconsistent with the actual products or services. Any product descriptions,diagrams, illustrations and similar depictions, whether included in catalogs,
prospectuses, or otherwise, are descriptions, illustrations, or approximations
only, and do not constitute any specifications, representations, warranties, or
guarantees, implicitly or explicitly.
(H) Customer acknowledges that the products purchased from Getzner are
not intended for use in vehicles, aircraft or vessels (hereinafter referred toas “special applications”). Getzner does not offer its products for special applications unless Getzner expressly confirms in advance and in writing thatits products can be used for a named special application. WITHOUT SUCHCONFIRMATION FROM GETZNER, CUSTOMER AND OTHERS SHALL NOT USE
ANY PRODUCTS FOR SPECIAL APPLICATIONS AND ANY USE OF GETZNER’SPRODUCTS FOR SPECIAL APPLICATIONS SHALL TAKE PLACE AT CUSTOMER’S OWN RISK AND SHALL VOID ALL WARRANTIES AND ELIMINATE LIABILITY FOR GETZNER.
(I) EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY PROVIDED IN THISSECTION, GETZNER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR THE SERVICES, AND GETZNER DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, WRITTENOR ORAL, WITH RESPECT TO THE PRODUCTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

§ 6 Grant of Security Interest(A) Customer grants Getzner a continuing purchase money security interestin all products sold or delivered to it and to the proceeds of those products
to secure the full payment of the purchase price of the products and all otherobligations of Customer.
(B) As a secured party, Getzner shall be entitled to exercise all rights andremedies available to a secured creditor under applicable law. To assist
Getzner in protecting its interest, Customer agrees that Getzner may executeand file, and Customer agrees to execute and deliver to Getzner, any and all
documents necessary to establish, perfect, maintain, preserve and enforce
Getzner’s security interest, including all financing statements. Customer further appoints Getzner as Customer’s attorney in fact for the purpose of executing all documents on Customer’s behalf which are necessary to perfectand maintain Getzner’s security interest§ 7 Payment and Default(A) Each transaction is entered into in Charlotte, North Carolina and theplace of performance and payment shall be Charlotte, North Carolina.
(B) Payment shall be made within 30 days after the invoice date (unless different payment terms are included in Getzner’s proposal or order confirmation), free and clear of any deduction and of any costs and charges. Payment
shall be as set forth in the applicable invoice or other writing agreed to by
the parties.
(C) If the purchase price is not paid when due, Getzner may, at its sole option:(i) defer the fulfillment of its obligations pending payment, (ii) accelerate thepayment of the entire outstanding purchase price, (iii) charge to Customer
all collection costs and interest as set forth in Section 7(F) below, and/or (iv)cancel the contract or delivery, or a portion thereof, and claim compensation
for lost profits.
(D) Without limiting Getzner’s other rights and remedies available under applicable law, Getzner shall have the immediate right to cancel or suspend
any outstanding order, shipment, or any part thereof, without any liability
whatsoever, in the event (i) there is a change in the control or management of
Customer; (ii) Customer ceases to conduct its operation in the normal courseof business; (iii) Customer becomes insolvent or files for bankruptcy or hasa bankruptcy proceeding filed against it; (iv) Customer makes an assignment
for the benefit of credits, or a receiver, trustee in bankruptcy or similar officer
is appointed to take charge of all or part of Customer’s property; or (v) Customer fails to perform or observe any of its obligations to Getzner in accordance with its contract with Getzner or under other existing or futurecontracts between Getzner and Customer or otherwise, including payment ofany purchase price, fees or charges as and when due. Such cancellation shallbe in writing and shall take effect on the date of mailing.
(E) Payments will be credited towards the oldest debt and resulting interest
and costs, even if earmarked otherwise.
(F) Acceptance by Getzner of any payments shall not waive any breach by
Customer. In any dispute involving moneys owed to Getzner, Getzner shall beentitled to recover all costs of collection, including reasonable attorney’s fees
and interest at 15 % per annum or the highest rate allowed by law, whicheveris greater. The confiscation or detention of a shipment by any governmental
authority shall not affect or diminish the liability of Customer to Getzner to
pay all charges or other money due promptly on demand.
§ 8 U.S. Federal, State or Local Laws, Regulations or Requirements(A) The Products are manufactured in Austria by an affiliate of Getzner, andGetzner makes no warranty, representation or promise as to whether the
products meet any U.S. federal, state or local laws, regulations or requirements (for example, the Buy American Act), including without limitation any
that may be included in any contract between Getzner and Customer.
§ 9 Place of Jurisdiction and Applicable Law(A) All sales of products and providing of services to Customer, and all legal
relationships between Getzner and the Customer, shall be governed by andconstrued in accordance with North Carolina law, excluding North Carolina’s
conflicts of laws principles. The 1980 United Nations Convention on the International Sale of Goods is expressly excluded.

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§10 Indemnification(A) Getzner shall have no liability to Customer under any legal theory if any
patent infringement allegation or claim is based upon Customer’s use of the
products delivered hereunder in connection with a process, or in combination
with equipment, devices, materials or software not supplied or approved inwriting by Getzner, or if products are used in a manner for which the products
were not designed.
(B) Customer agrees to defend, indemnify and hold Getzner, its officers, directors and employees, harmless from and against any and all losses, damages, expenses, actions, attorney fees, liabilities, penalties, fines, duties aswell as for any claims for injury, illness, or death of persons and damage toproperty arising out of, or in connection with: (i) the subject products after
their delivery; (ii) any action or inaction taken by Customer, its employees,
agents or independent contractors; (iii) any violation by Customer, its employees, agents, or independent contractors, of any applicable law, regulation or other mandate by a competent authority; (iv) any allegation or claim
against Getzner for infringement or violation of any third party’s intellectual
property right due in whole or part to the act or omission of Customer, its
employees, agents, or independent contractors; or (v) any claim related to
drawings, sketches, templates, specifications, documents, or information supplied to Getzner by Customer in connection with the products or services.
§ 11 Miscellaneous Provisions(A) Customer may not set off claims it may have against Getzner against
any sums payable to Getzner. Customer shall not have any right of retention.
(B) Customer may not assign to others its claim to delivery or to service of
the items.
(C) No terms may be challenged on the grounds of error on the part of Customer.
(D) Any documents or information about Getzner, its products, distributors,
business, or other customers that are not publicly available and which are
made available to Customer or of which Customer becomes otherwise aware
through its dealings with Getzner shall be held in strict confidence and shallnot be disclosed or otherwise made available to third parties or competitors.
This also includes documents such as samples, drawings, drafts, cost estimates, prices or promotional materials that were delivered to the customer
by Getzner.
(E) Customer agrees and confirms that it has no, and Getzner’s sale of the
products shall not be construed as granting to Customer any, license or intellectual property or similar right applicable to or in the products, or any estimates, drawings, illustrations, calculations, installation instructions, samples,or other document or material Getzner provides to Customer even if developed jointly by Getzner and Customer. Getzner retains ownership and control
over all intellectual property including patents, trademarks, and copyrights
applicable to or arising out of the products and services provided hereunder,whether developed by Getzner or jointly, as well as the exclusive right tomanufacture the products. Customer assigns and agrees to assign to Getzner
any rights in jointly developed intellectual property. Customer shall not nameor designate any Getzner product information or products in any process
patent application. Customer may not alter or remove, and shall abide by,any patent, trademark, copyright, trade secrets, proprietary or other notices
contained on or in the products.
(F) If any term hereof is or becomes invalid or unenforceable, this invalidity or
unenforceability shall not affect the remaining terms hereof. These invalid or
unenforceable terms shall be replaced by valid and enforceable terms whichclosest reflect the intended economic purpose.
(G) The headings contained in these terms and conditions are included forconvenience and shall not affect the language included herein.
(H) Getzner is an independent contractor. Nothing shall be construed as creating a partnership, association or joint venture between the parties. Customer shall have no power or authority to enter into any commitment on behalf of or otherwise bind Getzner on any matter including without limitation
making any representation or warranty on behalf of Getzner. No employee of
either party shall be deemed to be an employee of the other party.
(I) Getzner’s remedies for breach of any portion of the contract with Customer or of these terms and conditions shall be cumulative and shall include any
remedies allowed by law. Any action or proceeding by Customer arising outof or relating to its contract with Getzner, the products or the services will be
forever barred unless it is commenced within the earlier of: (a) one year after
the claim or cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. Customer must give Getzner prompt
written notice of any such claim.
(J) With the exception of payment requirements, neither party shall be liable,and performance shall be deemed extended, for delays or failure to perform
directly or indirectly resulting from events and causes beyond its reasonable
control, including but not limited to accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, explosions, strikes or other labor disputes, fires and natural calamities(including floods, earthquakes, storms and epidemics), changes in the law,and delays in obtaining (or the inability to obtain) labor, materials or services
through usual sources at normal prices. If products, or labor, materials orservices for producing products, are not available through Getzner’s usual
sources at normal prices, then (a) Getzner may allocate its supplies among its
customers, including those not under contract, in any reasonable mannerwithout liability, and (b) Getzner will not be held to the price set forth in theapplicable sales document and Getzner and Customer agree to re-negotiate
the price based on those actual cost increases to Getzner. Getzner shall haveno obligation to purchase supplies related to the products to enable it tofulfill any order.
(K) Getzner’s waiver of any breach by Customer must be in writing andsigned by Getzner and shall not constitute a waiver of any other breach of
the same or any other provision.
(L) These terms and conditions along with the final Getzner document (proposal or order confirmation) contain all of the terms and conditions governing the purchase and sale of the products and services and may not be modified or amended by Customer except by a written agreement duly executedby the parties.
Status: March 2014

AUSTRIA — Bürs GERMANY — Berlin — Munich — Stuttgart FRANCE — Lyon
JAPAN — Tokyo INDIA — Pune CHINA — Beijing USA — Charlotte

AVL en US © Copyright by Getzner Werkstoffe GmbH l 06-2018(B) The parties agree that the North Carolina state courts and the UnitedStates District Court for the Western District of North Carolina shall constitute the sole and exclusive judicial forum(s) and venue and, therefore, shallhave sole and exclusive jurisdiction over the adjudication and resolution of
any and all disputes or controversies arising out of or relating to the purchase and sale of products or services or any contract between Getzner andCustomer. Getzner and Customer hereby consent and submit to the exerciseof personal jurisdiction over them by the North Carolina state courts andUnitedStates District Court for the Western District of North Carolina. Notwithstanding the foregoing, Getzner reserves the right to bring any claims against
the Customer before any other court having jurisdiction.

JORDAN — Amman
www.getzner.com
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