PURCHASING GENERAL CONDITIONS

These Cargotec Purchasing General Conditions shall apply to the purchases made by
Cargotec to the extent that they are not contrary to stipulations which are either included in
the order of Cargotec or otherwise expressly confirmed by Cargotec in writing.
Definitions“Cargotec” means the Cargotec unit entering into the Purchase Agreement.
“Supplier” means the company supplying the Product to Cargotec.
“Purchase Agreement” means the written agreement, if any, entered into between theParties, or the respective purchase order to which these Cargotec Purchasing General
Conditions are attached.
“Purchase Price” means the total price of the Product(s) as specified in the Purchase
Agreement, and any changes to it.
“Product(s)” means the item supplied or the work or service performed by the Supplier to
Cargotec including but not limited to drawings and attached documents.
“Party” means the Supplier or Cargotec.
“Parties” means the Supplier and Cargotec together.
“Third Party” means a party which is not the Supplier or belonging to Cargotec Group.
Technical Documents
2.1 All technical documents, instructions for safety, use and maintenance, spare parts manual,certificates and drawings related to the Product shall be included in the contract price and shallbe issued and supplied to Cargotec before the delivery of the Product. Cargotec has the rightto use and copy these materials for any proper purpose and to place such documents or copies
thereof at the disposal of the subcontractors concerned, Cargotec’ s customer, classificationsocieties and other inspection authorities, insurance companies, as well as companies which
may be called upon to carry out maintenance or repairs to the Products. Cargotec also has
the right to include or use such technical material when compiling instructions or manuals
necessary for finalising Cargotec’s product or for the use of the end products.
2.2 All drawings and technical documents relating to the Product or its manufacture, submitted
by one Party to the other, shall remain the property of the submitting Party. Suchdocumentation may not, without the consent of the submitting Party, or except as stated herein
be used or copied, reproduced, transmitted or communicated to a Third Party.
Confidentiality
3.1 All information, technical documentation, know-how and equipment including electronicallystored data and geometries as well as non-written and orally expressed information, to whicha Party has obtained or will obtain access through the Parties’ business relationship andpossible future co-operations, including any process investigating of possibilities of suchcooperation, shall for the duration of the Purchase Agreement, and for ten (10) years
thereafter, be treated as confidential and may not be used for any other purpose than for thedeliveries to Cargotec. Copying or reproduction of such confidential information is permitted
only within the framework of fulfillment of a Party’s obligations and with regard to the copyrightlaws and regulations.
3.2 The Supplier shall at Cargotec’s request either return or destroy all confidential informationof Cargotec, including copies thereof. The provisions in this section do not limit Cargotec’srights according to section 2 above.
Modifications
4.1 The Supplier shall not introduce any modifications to the design, manufacture or
workmanship of the Product as set out in the Purchase Agreement and relevant related
documents without the written permission of Cargotec.
4.2 Cargotec shall have the right to stipulate reasonable modifications regarding the extent of
the Purchase Agreement as well as the design, manufacture or workmanship of the Product.
Justifiable adjustments to the purchase price and delivery time arising therefrom may berequested by either Party.
4.3 No claim for compensation for increased costs or for changed delivery time or othermodification to the terms and conditions of the Purchase Agreement shall be made by the
Supplier unless the modification is confirmed in writing by Cargotec.
4.4 The liability of the Supplier shall also extend to modifications requested by Cargotec.
Should Cargotec, against the Supplier's express advice to the contrary, insist on any particularmaterial or any particular design, the Supplier shall have the right, before effecting themodifications, to disclaim in writing any responsibility for the consequences thereof.
Delivery
5.1 Agreed trade terms shall be construed in accordance with INCOTERMS 2020. If no tradeterms are specifically agreed, the delivery clause shall be FCA Supplier’s facility.
5.2 The method of planning of deliveries differs between the different Cargotec units, see
Purchase Agreement for details. Unless otherwise agreed, planned volumes shall be regarded
as forecasts only and shall not be binding on Cargotec. However, the Supplier shall maintainsufficient production and delivery capacity to ensure that deliveries can be made inaccordance with forecasted volumes in the delivery plans.
5.3 If the Supplier delivers a quantity either in excess of Cargotec’ s order or prematurely,
Cargotec shall not be responsible for taking delivery or storing or maintaining such Productand shall further be entitled to return any such excess or prematurely delivered quantity to the
Supplier at the Supplier’s expense or receive compensation for storage costs.
5.4 Cargotec is not obliged to inspect the Product at the time of delivery but only when it will
be used in Cargotec’s production and then only by taking samples at random and without
having to dismantle the product or making similar extraordinary inspections.
5.5 Cargotec shall have once a contract year a possibility to return its overstock of Products
and spare parts at purchase price paid by Cargotec, provided that such Products are resalable
to a third party. Cargotec shall be responsible for the freight cost in such returns.
Transfer of Title
6.1 Title to the Product, all work done and all materials intended for the completion of thePurchase Agreement shall pass to Cargotec at the time of: (a) delivery, or (b) payment of thefirst installment of the purchase price, whichever occurs first.

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2022

Delayed deliveries
7.1 If the Supplier has reason to assume that he will not be able to meet the delivery time as
agreed in the Purchase Agreement, he shall immediately notify Cargotec thereof in writing,stating the cause and estimated duration of the delay. The Supplier shall use its best
endeavors to reduce the time of delay. Cargotec shall be entitled to demand the Supplier toarrange on Supplier’s cost an express transportation to limit as far as possible the effects of
the late delivery.
7.2 If the agreed delivery time for the Product, or for the documents pertaining thereto, is
exceeded and if the Supplier cannot prove that the delay is directly attributable to any
circumstances which according to Section 19 are to be considered Force Majeure, Cargotec
shall be entitled to compensation, as liquidated damages amounting to 1% of the totalpurchase price for the Product ordered under the purchase order per each calendar day by
which the delivery date is exceeded, the liquidated damages shall be maximum 20% the totalpurchase price for the Product ordered under the relevant purchase order. The above
mentioned liquidated damages shall not in any way limit or exclude Cargotec’s right to fullcompensation of damages, or any other rights according to the Purchase Agreement orapplicable law.
7.3 In addition to any other right Cargotec has according to the Purchase Agreement,
Cargotec is entitled to (i) completely or partly terminate the purchase of the Product and ofother Products which Cargotec does not consider having any use of due to the late delivery,and (ii) make substitute purchases from other suppliers. The Supplier shall compensate
Cargotec’s direct and indirect losses, costs and damages arising out of or relating to the latedelivery.
Purchase Price and Terms of Payment
8.1 The Purchase Price shall be fixed and shall include packing, packing material, service fees
and all costs due to invoicing.
8.2 Payments shall be made within the agreed terms of payment calculated from the receiptof the invoice by the addressee stated on the order, but not earlier than the day on which theProduct have arrived physically at the agreed address, and shall also be made in accordancewith the other conditions that the Parties have agreed upon in writing. The term of payment
shall, in the absence of any other agreement, be minimum ninety (90) days. Payment within
this time is subject to conditions that the invoice is correctly addressed and contains all
information necessary to Cargotec.
8.3 The Supplier shall follow “Cargotec Suppliers’ Instructions” found online at Cargotec
Supplier portal (https://www.cargotec.com/en/about-Cargotec/Suppliers/). If the invoices do
not meet the stated requirements, they may be returned to the Supplier, which may causedelays in payments and the Purchaser is not responsible for such payment delays.
8.4 When the Purchase Agreement includes the supply of technical documents, thecalculation of time of payment shall not commence until the documents have been received
and accepted.
8.5 Payment, assembly or usage of the Product does not imply any acceptance of the delivery
or of the invoiced amount.
8.6 To the extent permitted by applicable law, and in addition to any other remedy which
Cargotec may have, any Cargotec unit may deduct from or set off against the Purchase Priceany compensation, damages, indemnity or any other sum payable by the Supplier to any other
Cargotec unit. This shall be regardless of the place of payment or currency of either obligation.
If any obligation is unliquidated, unascertained or disputed by amount, Cargotec may set off
the undisputed amount or amount estimated by it in good faith to be the amount of theobligation.
8.7 Whenever Cargotec is entitled to a set-off, Cargotec can make a declaration to the
Supplier that his claim/s will be set off against Cargotec’s counterclaim/s which results in theexhaustion of both the Parties’ obligations up to the amount they are equal in value.
Packing, marking and storage
9.1 The Supplier shall be responsible for appropriate packing, marking and storing of the
Product according to the instructions of Cargotec.
9.2 The Product shall be delivered as packed in the most appropriate manner with regard to
the means of transportation to be used and the nature of the Products. The packaging shallprotect the Product against dirt and all kinds of damage and corrosion, taking into account the
duration of the transportation, all possible transfers from one means of transportation toanother and the length of storage time. The packaging shall be suitable for the Product to behandled either manually or mechanically.
9.3 If the Supplier deems Cargotec’s instructions unfit for the Products, or is unwilling to act inaccordance with the instructions for any other reason, the Supplier shall notify Cargotec
thereof and Cargotec shall decide on the procedure. If notification is omitted and the packing
is not in conformance with the packing instructions of Cargotec, Cargotec shall be entitled tocharge the Supplier for any extra handling costs incurred and if the Products are damaged
due to unfit packing, the Supplier shall immediately upon the request of Cargotec deliver
substitute Products at the Supplier’s expense or Cargotec can make substitute purchasesfrom other suppliers at the Supplier’s expense.
9.4 Cargotec is entitled to determine the packing sizes when ordering the Product.
9.5 In case the Product are delivered by the Supplier directly to Cargotec’ s customer, thenthe Supplier shall not, without the Cargotec’s permission, place any delivery note, specificationor sales or marketing material in packages of the Product.
Testing
10.1 In order to ensure that Cargotec is given the opportunity to reassure that a Product isfree from defects, the Supplier shall, prior to delivery of new or changed Product, manufacture
and perform quality control of samples in accordance with Cargotec’s from time to time valid
requirements relating to testing.

PURCHASING GENERAL CONDITIONS

10.2 Once a sample has been approved, alteration of the function, appearance,
characteristics, material, production method, place of manufacture, tooling or other equipment,
which may affect the Product, may be done only after written approval by Cargotec. Delivery
may thereafter be made only after renewed approval of an altered sample.
10.3 Cargotec’s approval of samples or drawings and supervision of design work or
manufacture shall not affect the Supplier’s liability and/or obligations in accordance with thePurchase Agreement and does not in any way limit Cargotec’s right to present claims.
Purchase Inspection and Quality
11.1 Cargotec or Cargotec’s representative or customer shall be entitled to perform
inspections related to quality control and/or manufacture of the Product at the Supplier’s
production plant at times desired by Cargotec both during manufacture of the Product andafter completion thereof. For this purpose the Supplier shall make available to Cargotec all
documents in his possession relating to manufacture and manufacturing processes and shallplace at the disposal of Cargotec free of charge any necessary equipment and premises.
Furthermore the Supplier ensures that Cargotec has the possibility to perform suchinspections also at the production plants of the Supplier’s sub-suppliers.
11.2 The inspections and tests performed by Cargotec shall in no respect decrease theSupplier’s obligations and responsibilities stipulated in the Purchase Agreement and do not in
any way limit Cargotec’s right to present claims.
Supplier’s subcontractors
12.1 The Supplier shall inform Cargotec of any change in Supplier’s subcontractors. The
Supplier shall be responsible for its subcontractors’ performance and shall ensure that theterms and conditions used with its subcontractors shall be in all material respects consistent
with these Cargotec Purchasing General Conditions and the Purchase Agreement. Approvalof any Supplier’s subcontractors creates no contractual relationship between suchsubcontractor and Cargotec.
Warranty
13.1 The Supplier warrants that the Products supplied are free from defects. A Product shallbe considered defective if it (i) in any respect deviates from the technical specification, (ii) does
not possess the characteristics that the Supplier has referred through samples, prototypes orin marketing, (iii) is not as safe as Cargotec could reasonably have expected, (iv) is not fit forthe particular purpose for which Cargotec intended it to be used, or (v) otherwise deviatesfrom what Cargotec reasonably could have expected.
13.2 The warranty period is 24 months from the date on which the end product has been taken
into use, but shall not exceed 36 months from the date on which the Product has beendelivered to Cargotec. Claims shall be presented no later than 6 months after the end of thewarranty period.
13.3 If any repair under the warranty period is made after Cargotec’s customer has put theProduct in service, the warranty period in respect of repaired or replaced Product shall be
extended by 12 months from the date when the repair or replacement work was approved by
Cargotec’s customer.
13.4 The above-stated time limits shall, however, not apply, should there be a risk of personal
injury or damage to property other than the defective part, or of a repetitive defect.
13.5 It is implied in the guarantee that the faults and defects found under the guarantee period
existed already when the Products were delivered to the Cargotec. The warranty under the
Purchase Agreement shall be in addition to and not in limitation of all other warranties,
guarantees, remedies or indemnities required and/or arising pursuant to applicable law.
Liability for defects or shortcomings
14.1 As Cargotec’s international operations in the cargo handling business demand all due
promptness and reliability, it is understood that the Supplier appreciates and accepts the factthat time and quality is of the essence. The Supplier shall use his best efforts to fulfill his
obligations in respect of the quality, quantity and delivery time of the Product.
14.2 In the event that a Product is defective or a delivery does not contain the agreed quantity,
Cargotec shall be entitled to (i) demand immediate rectification, or (ii) demand immediatedelivery of substitute Product(s).
14.3 If a defective Product cannot be repaired or replaced without delay or if there is a risk of
production disturbances at Cargotec or delivery disturbance from Cargotec, Cargotec shall beentitled, without obtaining the Supplier’s consent and at the Supplier’s expense, to make thenecessary repair work or completely or partly annul the purchase of the Product and othersuch Products that Cargotec does not consider having any use of due to the defect or
shortcoming, and also to undertake substitute purchases from another supplier.
14.4 The Supplier shall compensate Cargotec for any loss or damage, direct as well as
indirect, arising out of or relating to any breach of the Purchase Agreement, including but notlimited to costs for assembly and disassembly, detection and analysis, scrapping andtransportation.
14.5 If Cargotec due to a delivery of a defective Product considers it necessary to inspect all
Products of the same kind delivered by the Supplier, Cargotec is entitled, after giving the
Supplier notice thereof, to make such inspection at the Supplier’s expense and without
awaiting the Supplier’s approval. The notice shall describe the nature of the defect as well as
the time and place of the inspection. If possible, the Supplier shall be present at the inspection.
Indemnity
15.1 Except to the extent the Product has been designed or specified by Cargotec, theSupplier shall assume liability for the Product being in compliance with the requirements ofvalid laws, statutes and regulations.
15.2 The Supplier shall indemnify and hold Cargotec harmless against any losses and claims
for injuries or damage to any person or property which may arise out of or in consequence ofthe performance of the Purchase Agreement by the Supplier and against all claims, demands,
proceedings, damages, costs, charges and expenses in respect thereof or in relation thereto,
provided always that the Supplier’s liability to indemnify Cargotec as aforesaid shall be

EDITION March2022

reduced proportionately to the extent that an act or omission of Cargotec, its employees orrepresentatives may have contributed to the said loss, injury or damage.
15.3 If there is a risk of an end-product causing personal injury or property damage due todefects in the supplied Product, Cargotec has the right to decide on the recall of the endproduct, and if Cargotec thus decides the Supplier shall compensate Cargotec for its costs inconjunction with such recall.
Product Liability Insurance
16.1 The Supplier shall enter into and maintain on a continuous basis a global product liability
insurance (or a general liability insurance which includes global coverage for product liability)with an insured amount of not less than one million (1.000.000) Euro per event and, whichshall be valid as long as claims can be made against Cargotec under applicable laws or
regulations. The Supplier shall at Cargotec’s request also supply Cargotec with a copy of theinsurance certificate. The Supplier may not terminate such insurance without prior writtenconsent of Cargotec.
Tooling17.1 If Cargotec is supplying tools or equipment for the manufacturing of the Product or if the
Supplier acquires such tools or equipment at the specific request of Cargotec such tools shallbe the property of Cargotec.
17.2 The Supplier shall at his own cost undertake to maintain tools and equipment in such a
way that the Product specifications are complied with. The Supplier reassures that all toolsthat are the property of Cargotec will at all times be marked as specified by Cargotec and will
maintain sufficient documentation as to verify that these are the property of Cargotec. The
Supplier will also undertake to inform Cargotec in due time in the event that renewal will beneeded.
17.3 The Supplier shall at all times carry sufficient insurance, to cover any damage to these
items.
17.4 The procedure with use and return of the tools shall correspond to what is mentioned
above under section 2 and 3 for drawings and documents.
Liens
18.1 The Supplier shall ensure that title to the Products shall be free and clear of any and allliens. The Supplier agrees that it will be exclusively responsible for and indemnify and hold
Cargotec harmless from any such lien as well as all claims for non-payment by the Supplier
to its suppliers and subcontractors.
Force Majeure19.1 The following circumstances, as examples, but not limited to, shall constitute an event ofForce Majeure, if provided that they arise subsequent to the entering into the Purchase
Agreement and could not have reasonably been anticipated by the Party at the time of
concluding the Purchase Agreement: nationwide industrial disputes and any othercircumstances beyond the control of the Parties such as fire, war, general mobilisation,
seizure, currency restrictions, insurrection, riot and acts of God. The Party wishing to claim
relief shall notify the other Party in writing as soon as the intervention and the cessation ofsuch circumstance take place. The Supplier shall notify Cargotec when the delivery can be
expected. Force Majeure does not include occurrences or disruptions that make theperformance under the Purchase Agreement merely commercially impracticable.
19.2 In the case of Force Majeure the contractual obligations of the Parties shall besuspended. The Party wishing to claim relief shall notify the other Party in writing as soon as
the intervention and the cessation of such circumstance takes place. The Supplier shall notify
the Purchaser when the delivery can be expected. The Party claiming Force Majeure shall use
all reasonable means available to prevent and reduce the effects resulting from force majeure.
19.3 An impediment suffered by a subcontractor or sub-supplier of a Party and constituting
Force Majeure hereunder shall discharge the affected Party from liability only if subcontractingfrom another source is not possible without unreasonable costs or significant loss of time. In
the event that the Supplier should be discharged from any liability by virtue of force majeure,then the Purchaser shall be equally discharged from any corresponding liability for the durationof the Supplier’s discharge, including without limitation any payment obligations.
Termination of the Supply Agreement
20.1 Cargotec may terminate the Purchase Agreement with immediate effect if (i) the
Supplier’s performance of the Purchase Agreement is impeded for more than 1 month byreason of Force Majeure, or (ii) the Supplier has committed a material breach of the Purchase
Agreement. In addition to the above, a Party is entitled to terminate the Purchase Agreementwith immediate effect if (i) the other Party enters into composition negotiation, is declaredbankrupt, goes into liquidation or for any other reason can be assumed to have become
insolvent or not able to fulfil his obligations stipulated in the Purchase Agreement; or d) theother Party is acquired by a competitor to the first Party.
20.2 Termination according to this provision shall be done without unreasonable delay after
such circumstance becomes known to the Party or should have become known to the Party.
20.3 Termination shall be made in writing. The Supplier undertakes to inform Cargotec of any
change in its ownership and will irrespective of grounds for termination continue deliveries to
Cargotec to the extent necessary, however minimum 6 months from date of termination, at
prices and other conditions valid before that date.
20.4 Cargotec shall have the right at any time by written notice to the Supplier to terminate thepurchase order, including any committed forecasts, and to require the Supplier to cease work
thereunder, if Cargotec’s customer has terminated the respective order between Cargotec andits customer or in case of a sudden or dramatic change in market demand.
20.5 In the event of termination under this subsection 20.2, and provided always that theSupplier is not in default, the Supplier shall be entitled to payment pursuant to the terms of thePurchase Agreement for all direct costs it has accrued for the Products delivered and work
performed as of the date of the termination. It is a precondition to any payments hereunderthat the Supplier verifies all costs and expenses by sufficient documentation. The Parties

PURCHASING GENERAL CONDITIONS

acknowledge that the Supplier shall not be entitled to profit on any part of the terminated work,
unless delivered to Cargotec and approved for payment before the date of termination.
Cargotec shall not be responsible for costs relating to Products that are resalable to a third
party.
20.6 The Parties shall have no liability because of termination other than in accordance withthe provisions above.
Assignment of the Supply Agreement
21.1 A Party may not assign the rights or obligations under the Purchase Agreement to any
Third Party without the other Party’s written consent. If an essential change takes place in the
Supplier’s ownership, it shall immediately be reported to Cargotec and the Supplier mustassure that the Purchase Agreement will be upheld. Cargotec may, however, without theSupplier’s consent assign the Purchase Agreement to any other company within the Cargotec
Group.
Limitation of Liability
22.1 In no event, to the extent permitted by law, shall Cargotec be liable for the Supplier or
any third party for any consequential or indirect loss or damages, including but not limited todamage to persons or property, loss of profit or loss of use whether or not Cargotec has been
have been advised of the possibility of such loss or damage.
Compliance23.1 People and Society. The Supplier shall respect human rights in its operation and supply
chain. The Supplier represents and warrants that neither it nor its parent or affiliated entities
or subcontractors are engaged in any practice inconsistent with the rights set forth in the ILO
Labour Standards, which, inter alia, require that the Supplier shall take all appropriate
measures to prevent modern slavery, child labour or exploitative labour practices by its
employees or any other person engaged by the Supplier to perform any services under thecontract. The Supplier shall follow all applicable health and safety regulations. The Suppliershall comply with applicable conflict minerals regulation and cooperate fully with Cargotec ininvestigating the source of any tantalum, tin, tungsten or gold or other minerals in the products
it supplies to Cargotec.
23.2 Environment. The Supplier agrees to operate in an environmentally conscious mannerand comply with all environmental laws and regulations (including without limitation the
REACH regulation, EPA restrictions) which are appropriate and applicable to the operationand location(s) where the Purchase Agreement is being performed. In case any products
supplied to Cargotec under the Purchase Agreement contain regulated substances (REACH,
RoHS, EPA), the Supplier agrees to share up-to-date and correct information via BOMcheckplatform in a timely manner.
23.3 Governance. The Supplier shall comply with all applicable laws and regulations
pertaining to money-laundering, embargoes and/or sanction requirements, bribery, corruption
and anti-terrorism, including but not limited to the principles contained in the applicable export
control and sanctions regulations as well as the US Foreign Corrupt Practices Act and the UK
Bribery Act. The Supplier agrees that, at all times in connection with and throughout the courseof the Purchase Agreement, it shall not give or accept any undue pecuniary or other advantage
of any kind to the extent that doing so would be in violation of the anti-bribery laws of any
relevant jurisdiction. All payments under the contract shall be made by check or wire transfer.
23.4 The Supplier confirms that it is aware of and shall comply with Cargotec’s Business
Partner Code of Conduct as found online at Cargotec Supplier portal(https://www.cargotec.com/en/sustainability/society-and-trade/responsible-sourcing/)
andprinciples of social responsibility as made publicly available by Cargotec from time to time.
Spare Parts
24.1 The Supplier shall pursuant to the conditions in the Purchase Agreement guarantee theflexible supply of spare parts for the Product at commercially moderate prices for a period of15) years after Cargotec’s purchases for serial production from the Supplier have ceased.
Intellectual Property Rights
25.1 Any technology, including specifications, designs or tools provided by Cargotec, is theproperty of Cargotec and may not be used for other purposes than to fulfill the obligations in
the Purchase Agreement. In particular the Supplier shall not produce the Product for himself
or sell to Third Parties if the Product is manufactured wholly or partly in accordance withtechnical specifications or other technology, designs knowhow or tools provided by Cargotec.
25.2 The title and all intellectual property rights in and to the Products, inventions or knowhow developed together by the Parties, or by the Supplier on Cargotec’s request, shall vest in
and be the sole and exclusive property of Cargotec.
25.3 The Supplier shall assume liability for, indemnify and hold Cargotec, Cargotec’s affiliates
and customers harmless from all claims, expenses and proceedings related to infringementsof patents or other intellectual property rights in relation to the Product and the use thereof,
unless the claimed infringements relates solely to technical specifications provided by
Cargotec. The Supplier’s responsibility and liability to hold Cargotec, Cargotec’ s affiliates andcustomers harmless continues even after the Purchase Agreement has terminated as long asclaims may be presented by a Third Party against Cargotec, Cargotec’s affiliates or customer.
25.4 In order to protect Cargotec’s knowhow and confidential information, the Supplier shallnot allow representatives of Cargotec’s competitors to enter those Supplier’s premises where
Products that include Cargotec’s technology or knowhow are developed or manufactured andthe Supplier shall inform Cargotec in case it develops or supplies equivalent, similar orcompeting products to any Cargotec’s competitor.
Offset Cooperation
26.1 The Supplier acknowledges that Cargotec, in various international markets, has to accept
offset and/or countertrade obligations under which the Buyer may be required to offer somelevel of industrial benefit back to Cargotec's customer which may be directly or indirectly tothe end user. The Supplier agrees and commits that on a case by case basis and to the best
endeavors of the Supplier, that the Supplier will where requested by Cargotec, in a mutually

EDITION March2022

acceptable manner and to a mutually acceptable value, proactively support Cargotec in its
activities to discharge its offset/countertrade obligations.
Order of priority of Supply Agreement Documents
27.1 The Purchase Agreement may comprise following documents: (i) Purchase Agreement,(ii) Cargotec’s order, (iii) Cargotec Purchasing General Conditions, (iv) Supplier’s orderconfirmation and (v) Supplier’s offer.
27.2 In case of discrepancies between the above detailed documents, the Purchase
Agreement shall prevail and thereafter the rest of the documents according to the order above.
No Waivers
28.1 Any failure of either Party to enforce, at any time or for any period of time, any of theprovisions of the Purchase Agreement shall not be construed as a waiver of such provisions
or of the right of the Party thereafter to enforce each any every such provision.
Provisions severable
29.1 In case any provision or any part of a provision of the Purchase Agreement held invalid
or unenforceable, the validity of the remaining provisions of the Purchase Agreement shall not
be affected thereby and each remaining provision or part thereof will be valid and enforceable
to the full extent permitted by law.
Entire Agreement30.1 None of the Parties shall be bound by any definition, condition, representation, warranty
or covenant other than expressly stated in the Purchase Agreement or its annexes or asotherwise agreed by the Parties in writing.
Applicable Law and Disputes
31.1 In case a Cargotec unit and the Supplier have the same domicile, the Purchase
Agreement will be governed and constructed in accordance with the law in that country. In
other cases, the Purchase Agreement is to be governed and constructed in accordance withthe laws of Finland. Any dispute, controversy or claim arising out of or in connection with thePurchase Agreement, or the breach, termination or invalidity thereof, shall be finally settled byarbitration in accordance with the Arbitration Rules of the International Chamber of Commerceby three arbitrator appointed in accordance with the said Rules, provided that the Purchaser
shall be entitled to seek such injunctions and/or order for specific performance as may benecessary to enforce confidentiality or IPR. The arbitration shall take place in Helsinki, Finland
and the language to be used in the arbitral proceedings shall be English.