General Purchasing Terms and Conditionsof the Interroll Group

1 APPLICABILITY.
1.1. These International Purchase Terms and Conditions(“Terms and Conditions”) shall apply and govern any
purchase order, contract, quotation, or otherdocument incorporating these Terms and Conditions
by reference (each an “Order”). These Terms andConditions, together with such Order will be thecomplete and exclusive statement of the terms of theagreement governing the sale of goods (“Goods”)
and provision of services (“Services”), as applicable,
by Interroll Canada Ltd. or any affiliate there of(“Buyer”) and such other party to the Order (the“Seller”).
1.2. This Order, together with any documents
incorporated herein by reference, constitutes thesole and entire agreement of the parties with respect
to the Order, and supersedes all prior orcontemporaneous understandings, agreements,
negotiations, representations and warranties, andcommunications, both written and oral, with respect
to the subject matter of the Order. The Order
expressly limits Seller's acceptance to the terms of
the Order. These Terms prevail over any terms or
conditions contained in any other documentationand expressly exclude any of Seller's general terms
and conditions of sale or any other document issued
by Seller in connection with this Order.
1.3. These Terms apply to any repaired or replacement
Goods provided by Seller hereunder.
1.4. Buyer is not obligated to any minimum purchase or
future purchase obligations under this Order.

2 ACCEPTANCE
This Order is not binding on Buyer until Seller accepts theOrder in writing. If Seller does not accept the Order inwriting within five (5) days of Seller's receipt of the Order,
this Order will lapse. Buyer may withdraw the Order at any
time before it is accepted by Seller.

3 DELIVERY DATE
Seller shall deliver the Goods in the quantities and on thedate(s) specified in this Order or as otherwise agreed inwriting by the parties (the “Delivery Date”). If no delivery
date is specified, Seller shall deliver the Goods within
thirty (30) days of Seller's receipt of the Order. Timely
delivery of the Goods and performance of any services isof the essence. If Seller fails to deliver the Goods in fullon the Delivery Date or fails to complete all services on or
before the date specified for completion (the “CompletionDate”), Buyer may terminate the Order immediately by

3614001-00250570.DOCX:

providing written notice to Seller and Seller shallindemnify Buyer against any losses, claims, damages,
and reasonable costs and expenses directly attributable
to Seller's failure to deliver the Goods on the Delivery
Date. Buyer has the right to return any Goods delivered
prior to the Delivery Date at Seller's expense and Seller
shall redeliver such Goods on the Delivery Date. In theevent that Buyer reasonably believes that Seller will be
unable to deliver all Goods on or before the Delivery Dateor complete all Services on or before the Completion
Date, Buyer shall be entitled to procure replacement
Goods, Services or both at Seller’s expense, and deduct
the costs from amounts as would otherwise be due toSeller. If such cost exceeds the amount owed to Seller,
Seller shall reimburse such excess amount to Buyer.

4 DELIVERY LOCATIONAll Goods shall be delivered to the address specified inthis Order (the “Delivery Location”) during Buyer's normal
business hours or as otherwise instructed by Buyer.

5 SHIPPING TERMS
5.1. Unless agreed otherwise in writing, the deliverables
will be delivered in compliance with INCOTERM DDP(Delivered Duty Paid). This also includes packaging.
Each delivery must be accompanied by a bill of
lading. The bill of lading and all shipping documents
must indicate the date of shipment, Buyer reference,
article and possible drawing number for thedeliverables shipped as well as the shipping volume;
should the Seller fail to comply with this requirement,
then Buyer will not be responsible for delays inprocessing. Any costs caused by non-compliance tothe aforementioned requirements will be reimbursedby the Seller. Seller shall, at its sole cost, comply withall applicable tariff, transport and packaging
regulations of the postal service, as well as rail, road,sea or air transport regulations. Particular attention
must be paid to possibly applicable customs andhazardous substances regulations.
Deliverables
shipped must be marked and identified in accordancewith possibly applicable legal requirements. The
Seller will transmit at an appropriate time before
shipping of the deliverables all product informationnecessary in its latest version, in particular
documents relative to composition and shelf life e.g.
safety data sheets, processing instructions, marking
and identification regulations, assembly instructions,work protection measures and specifications, etc.
The agreed deadlines for the supply of deliverables
or services are contractually binding and fixed.
Compliance with these Purchase Terms andConditions for deliverables, or the service agreement
for services rendered, or work contracts for work toGeneral Purchasing Terms and Conditionsof the Interroll Group

be carried out refers to supply or execution at theagreed site of delivery or execution.
5.2. Seller shall give written notice of shipment to Buyer
when the Goods are delivered to a carrier fortransportation. Seller shall provide Buyer all shipping
documents, including the commercial invoice,packing list, air waybill/bill of lading, and any otherdocuments necessary to release the Goods to Buyer
within one (1) business day after Seller delivers theGoods to the transportation carrier. The Ordernumber must appear on all shipping documents,shipping labels, bills of lading, air waybills, invoices,
correspondence and any other documents pertaining
to the Order.
5.3. The scope of delivery will comprise, at no extra cost,
the product specifications
and/ortechnical
documentation, conformity certificates, as well as
documents required for use of the deliverables
provided and operating instructions and certificates.

6 TITLE AND RISK OF LOSS
Notwithstanding anything to the contrary in Seller’s own
terms and conditions, (a) all right, title, and interest ingoods to be delivered hereunder shall pass to us upondelivery; and (b) all intellectual property created in theprocess of such services shall be deemed works for hireand shall be the exclusive property of Buyer. Seller
agrees that Buyer shall have an irrevocable, fully paid,
perpetual license in any intellectual property contained
within or necessary for use of any Goods provided under
this agreement. Seller agrees to execute any documents
necessary to effect or evidence the Buyer’s right, title andinterest in such intellectual property. Seller shall bear allrisk of loss until delivery, and shall procure sufficient
insurance as it deems necessary to cover its risk.

7 PACKAGING
All goods shall be packed for shipment according to
Buyer's instructions or, if there are no instructions, in amanner sufficient to ensure that the Goods are deliveredin undamaged condition. Seller must provide Buyer priorwritten notice if it requires Buyer to return any packaging
material. Any return of such packaging material shall bemade at Seller's expense. Packaging of deliverables
shipped must be appropriate and environmentallyfriendly, using suitable containers and means of transportand must comply with Buyer corresponding shipping andpackaging requirements as well as any applicable legal
requirements.

8 AMENDMENT AND MODIFICATIONNo change to this Order is binding upon Buyer unless it isin writing, specifically states that it amends this Order andis confirmed in writing by an authorized representative of
Buyer. Buyer reserves the right to require any change to
the Goods or Services to be provided hereunder, provided
that such change does not affect the cost of performanceby more than 50% of the Order value. In the event that
Buyer requests such a change, Seller shall immediately
undertake to inform Buyer of the anticipated cost and anyschedule adjustment needed as a result of suchmodification. Thereafter, Buyer may, at its election, either(a) accept Seller’s proposed amendments, (b) decline theproposed amendments, in which event the Seller shallproceed with the Order under its unaltered condition, or(c) require Seller to proceed with such modifications, andin such event Seller shall be entitled to an equitableadjustment of cost and schedule to be determined after
the Goods are delivered and Services are complete.

9 INSPECTION AND REJECTION OFNONCONFORMING GOODSThe Buyer has the right to inspect the Goods on or after
the Delivery Date. Buyer, at its sole option, may inspect
all or a sample of the Goods, and may reject all or any
portion of the Goods if it determines the Goods arenonconforming or defective. If Buyer rejects any portion of
the Goods, Buyer has the right, effective upon written
notice to Seller, to: (a) rescind the Order in its entirety; (b)accept the Goods at a reasonably reduced price; or (c)reject the Goods and require replacement of the rejected
Goods. If Buyer requires replacement of the Goods, Seller
shall, at its expense, within seven (7) days replace thenonconforming or defective Goods and pay for all related
expenses, including, but not limited to, transportation
charges for the return of the nonconforming or defective
goods and the delivery of replacement Goods. If Seller
fails to timely deliver replacement Goods, Buyer may at its
election, repair such Goods or replace them with goods
from a third party and charge Seller the cost thereof andterminate this Order for cause pursuant. Any inspection orother action by Buyer under this Section shall not reduceor otherwise affect Seller's obligations under the Order,
and Buyer shall have the right to conduct further
inspections at any time, including but not limited to afterSeller has carried out its remedial actions. If Seller fails
to timely remedy nonconforming or defective Services,
Seller shall be liable for any resulting damage, including
but not limited to any cost to Buyer of procuring
replacement or remedial services from another vendor.
Buyer’s failure to identify any defect or deficiency inSeller’s performance, or payment of Seller, shall not waive
Buyer’s right to claim such defect at any later date.

© Interroll Group, 2020. All rights reserved. Printed versions are
not subject to change control, they are merely provided for
information purpose.

General Purchasing Terms and Conditionsof the Interroll Group

10 PRICE
The price of the Goods is the price stated in the Order (the“Price”). Unless otherwise specified in the Order, the Priceincludes all packaging, transportation costs to the Delivery
Location, insurance, customs, duties, fees and applicabletaxes, including, but not limited to, all VAT, sales, use or
excise taxes. No increase in the Price is effective, whether
due to increased material, labor or transportation costs orotherwise, without the prior written consent of Buyer.

11 MOST FAVORED CUSTOMER
Seller represents and warrants that the price for theGoods is the lowest price charged by Seller to any of its
external buyers for similar volumes of similar Goods. If
Seller charges any other buyer a lower price, Seller must
apply that price to all Goods under this Order. If Seller fails
to meet the lower price, Buyer, at its option, may terminate
this Order for cause and without liability.

12 PAYMENT TERMS
Seller shall issue an invoice to Buyer on or any time after
the completion of delivery and only in accordance with theTerms. Provided that Seller is in full compliance with theOrder in all material respects, Buyer shall pay all properly
invoiced amounts due to Seller within sixty (60) days after
Buyer's receipt of such invoice, except for any amounts
disputed by Buyer in good faith. All payments hereundermust be in must be in Canadian or US dollars. Buyer may
withhold payment from Seller at any time, and to theextent, that Buyer reasonably believes necessary due toany breach or threatened breach of this Order by Seller.
No statutory interest or other penalty or charge shall apply
to amounts withheld by Buyer in good faith. The parties
shall seek to resolve all such disputes expeditiously andin good faith. Seller shall continue performing its
obligations under the Order notwithstanding any suchdispute. Any tax applicable at the time of invoicing must
be indicated separately in the invoice. Price increases
require Buyer’s written approval. The order date must be
indicated in the invoice. The invoice is to be sent
separately after shipping to the invoicing address
indicated on the order form. Upon Buyer’s request, Seller
shall provide digital invoicing using PDF, EDI, API or any
other invoicing solutions required by Buyer. Payments
made within fourteen (14) days of the invoice date shallentitle Buyer to a 3% cash discount, provided that Buyer
shall be entitled to an equitable extension of such period
for any amounts not actually due at such time.

13 SET-OFF
Without prejudice to any other right or remedy it may have,
Buyer reserves the right to set off at any time any amountowing to it by Seller against any amount payable by Buyer
to Seller under the Order or under any other order.

14 WARRANTIES
Seller warrants to Buyer that at delivery, Goods will be
new and state of the art, and that for a period of thirty-six(36) months from the Delivery Date (“Warranty Period”),
all Goods will: (a) be free from any defects inworkmanship, material and design; (b) conform toapplicable specifications, drawings, designs, samples andother requirements specified by Buyer, as well as all
applicable legal requirements; (c) be fit for their intended
purpose and operate as intended; (d) be merchantable;(e) be free and clear of all liens, security interests or otherencumbrances; and (f) not infringe or misappropriate any
third party's patent or other intellectual property rights. In
addition to the foregoing, Seller warrants to Buyer that all
Services will be performed by individuals holding any
licenses or certifications typically held by persons
performing such services, and in any event as required bylaw and in a good and workmanlike manner in accordancewith all legal requirements and in accordance with any
recommendations of manufacturers providing any
applicable equipment, and in a manner that will not voidor otherwise impair any warranty. Seller warrants that it
will promptly pay all subcontractors and suppliers, andthat all Goods supplied hereunder shall be free of any
liens, claims, or encumbrances, and that it shall keep thepremises upon which any services are provided free andclear of mechanics liens resulting work or materials
provided in furtherance of Seller’s obligation. These
warranties survive any delivery, inspection, acceptance or
payment of or for the Goods by Buyer. These warranties
are cumulative and in addition to any other warranty
provided by law or equity. Any applicable statute oflimitations runs from the date of Buyer's discovery of thenoncompliance of the Goods with the foregoingwarranties. If Buyer gives Seller notice of noncompliancewith this Section, Seller shall, at its own cost and expense,
within five (5) days replace or repair the defective or
nonconforming Goods and pay for all related expenses,
including, but not limited to, transportation charges for the
return of the defective or nonconforming goods to Seller
and the delivery of repaired or replacement Goods toBuyer. If Seller fails to remedy such condition within such
five (5) days, Buyer may at its sole election (x) require
Seller to repair such defective condition; (y) require Seller
to provide new substitute Goods to replace such defective
or nonconforming Goods; or (z) correct such condition andcharge Seller for the cost of doing so (including
reasonable internal cost, if applicable). Buyer shall beentitled to immediately remedy any condition caused bySeller at Seller’s cost in the event that such condition
threatens personal injury, property damage, or whereother exigent circumstances are present. In the event thatany Goods or products resulting from Services arerepaired or replaced during the Warranty Period the© Interroll Group, 2020. All rights reserved. Printed versions are
not subject to change control, they are merely provided for
information purpose.

General Purchasing Terms and Conditionsof the Interroll Groupwarranty shall be extended to enable Buyer to receive 24months of uninterrupted use.

15 GENERAL INDEMNIFICATION
Seller shall defend, indemnify and hold harmless Buyer
and Buyer's parent company, subsidiaries, affiliates,
successors or assigns and their respective directors,
officers, shareholders and employees] and Buyer's
customers (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 toindemnification hereunder and the cost of pursuing any
insurance providers (collectively, “Losses”) arising out ofor occurring in connection Seller’s failure to strictly adhere
to all requirements set forth in the Order, or due to any of
Seller’s (or its subcontractors’ or suppliers’ (at any tier))
negligent or otherwise wrongful acts or omissions withrespect to the Goods or Services purchased from Seller.
Seller shall not enter into any settlement without Buyer'sor Indemnitee's prior written consent.

16 INTELLECTUAL PROPERTYINDEMNIFICATION
Seller shall, at its expense, defend, indemnify and holdharmless Buyer and any Indemnitee against any and all
Losses arising out of or in connection with any claim that
Buyer's or Indemnitee's use or possession of the Goodsor that the product of any Services provided by Seller
infringes or misappropriates the patent, copyright, trade
secret or other intellectual property right of any third party.
In no event shall Seller enter into any settlement without
Buyer's or Indemnitee's prior written consent.

17 COMPLIANCE WITH LAW
Seller is in compliance with and shall comply with allapplicable laws, regulations and ordinances. Seller has
and shall maintain in effect all the licenses, permissions,authorizations, consents and permits that it needs to carryout its obligations under the Order. Seller shall comply
with all export and import laws of all countries involved in
the sale of Goods under this Order.
All Goods andServices provided under any Order shall comply with allapplicable statutes, rules, orders, regulations, executive
orders, or other legal requirements, and shall remain insuch compliance throughout the warranty period set forth
herein. Seller assumes all responsibility for shipments ofGoods requiring any government import clearance. In
particular, the Seller undertakes for all substances,
preparations and products (goods) delivered/supplied to
us to comply with the provisions of regulation (EC) No.
1907/2006 of 18 December 2006 (REACH Regulation),including any subsequent revisions, modifications,amendments and updates thereto, and the requirements
and measures resulting from directive 2011/65/EU. Buyer
may terminate this Order if any government authority
imposes antidumping duties, countervailing duties or any
retaliatory duties on the Goods. In addition to theforegoing, Seller shall strictly comply with the Interroll
Code of Conduct, which may be consulted under the linkprovided hereafter, or which may be sent to the Seller by
Buyer upon request: https://www.interroll.com/investorrelations/corporate-governance.

18 TERMINATION
Buyer may terminate this Order, in whole or in part, at any
time with or without cause for undelivered Goods on five(5) days' prior written notice to Seller. In addition to any
remedies that may be provided under these Terms, Buyer
may terminate this Order with immediate effect upon
written notice to the Seller, either before or after theacceptance of the Goods, if Seller has not performed orcomplied with any of these Terms, in whole or in part. If
the Seller becomes insolvent, files a petition forbankruptcy or commences or has commenced against it
proceedings relating to bankruptcy, receivership,
reorganization or assignment for the benefit of creditors,
then the Buyer may terminate this Order upon written
notice to Seller. If Buyer terminates the Order for any
reason, Seller's sole and exclusive remedy is payment for
the Goods received and accepted by Buyer prior to thetermination. Seller’s liability for breach of this agreement,
and obligations to indemnify and defend Buyer shallsurvive any termination of the Order.

19 WAIVER
No waiver by any party of any of the provisions of theOrder shall be effective unless explicitly set forth in writing
and signed by the party so waiving. Except as otherwise
set forth in the Order, no failure to exercise, or delay inexercising, any rights, remedy, power or privilege arisingfrom the Order shall operate or be construed as a waiver
thereof, nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any otheror further exercise thereof or the exercise of any otherright, remedy, power or privilege.

20 CONFIDENTIAL INFORMATION
All non-public, confidential or proprietary information of
the Buyer, including, but not limited to, specifications,samples, patterns, designs, plans, drawings, documents,
data, business operations, customer lists, pricing,
discounts or rebates, disclosed by Buyer to Seller,
whether disclosed orally or disclosed or accessed in
written, electronic or other form or media, and whether or
not marked, designated or otherwise identified as© Interroll Group, 2020. All rights reserved. Printed versions are
not subject to change control, they are merely provided for
information purpose.

General Purchasing Terms and Conditionsof the Interroll Group“confidential,” in connection with the Order is confidential,
solely for the use of performing the Order and may not be
disclosed or copied unless authorized by Buyer in writing.
Upon Buyer's request, Seller shall promptly return all
originals and copies of documents and other materials
received from Buyer. Buyer shall be entitled to injunctive
relief for any violation of this Section. This Section shallnot apply to information that is: (a) in the public domain;(b) known to the Seller at the time of disclosure; or (c)rightfully obtained by the Seller on a non-confidential
basis from a third party.

21 ASSIGNMENT
Seller shall not assign, transfer, delegate or subcontract
any of its rights or obligations under the Order without theprior written consent of Buyer. Any purported assignment
or delegation in violation of this Section shall be null andvoid. No assignment or delegation shall relieve the Sellerof any of its obligations hereunder. Buyer may at any timeassign, transfer or subcontract any or all of its rights or
obligations under the Order without Seller's prior writtenconsent.

22 RELATIONSHIP OF THE PARTIES
The relationship between the parties is that ofindependent contractors. Nothing contained in the Ordershall be construed as creating any agency, partnership,
joint venture or other form of joint enterprise, employment
or fiduciary relationship between the parties, and neither
party shall have authority to contract for or bind the otherparty in any manner whatsoever. No relationship of
exclusivity shall be construed from this Order.

23 NO THIRD-PARTY BENEFICIARIESThis Order is for the sole benefit of the parties hereto andtheir respective successors and permitted assigns andnothing herein, express or implied, is intended to or shallconfer upon any other person or entity any legal or
equitable right, benefit or remedy of any naturewhatsoever under or by reason of these Terms.

24 RELATION TO
APPLICABLE

PRIME

CONTRACT,IF

If and to the extent that any Order references that theGoods or Services to be provided by Seller are to be usedin connection with Buyer’s obligations to any specific third
party, or references a particular project, Seller shall bebound to Buyer by all of the duties, obligations, terms, andconditions, by which Buyer is bound to its contract partner(the “Owner”) in the contract between those parties (the“Prime Contract”). In such event, Seller shall be entitled,
upon written request, to receive a copy of the Prime
Contract, provided that Buyer shall be entitled to redact

any confidential portions of same not relating to Seller’s
obligations. In the event of any conflict between the Orderand the Prime Contract, the provision imposing the moststringent standard or burdensome obligation shall bedeemed to apply.

25 GOVERNING LAW
All matters arising out of or relating to this Order shall begoverned by and construed in accordance with theinternal laws of the Province of Ontario without giving
effect to any choice or conflict of law provision or rule
(whether of the Province of Ontario or any otherjurisdiction) that would cause the application of the lawsof any jurisdiction other than those of the Province ofOntario.

26 SUBMISSION TO JURISDICTION
Any legal suit, action or proceeding arising out of or
relating to this Order shall be instituted in the federal
courts of Canada or the courts of the Province of Ontario
in each case and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit,action or proceeding. Notwithstanding anything to thecontrary in any Order, in the event that Buyer is a party to
any dispute resolution procedure (including but not limited
to mediation, arbitration, litigation, appeal, regulatory
hearing, or otherwise), Seller agrees, upon Buyer’s written
request to be joined as a party to such proceeding and to
waive any provision of this Paragraph 24 required tofacilitate such joinder.

27 REMEDIESThe rights and remedies under this Order are cumulative
and are in addition to and not in substitution for any otherrights and remedies available at law or in equity orotherwise. In the event that Buyer incurs any legal
expense to enforce any provision of the Order or theseTerms and Conditions, Seller shall immediately reimburse
Buyer for any and all cost or expense, including but notlimited to attorneys' fees and costs, audit costs, document
management or review fees, court or arbitration costs, orotherwise. Buyer shall not, under any circumstances, beliable to Seller under any legal theory for indirect, special,incidental, consequential or punitive damages, or any
damages for loss of profits, revenue or business, or lossof opportunity or reputation, even if Buyer party has beenadvised of the possibility of such damages.

28 NOTICESAll notices, request, consents, claims, demands, waivers
and other communications hereunder (each, a “Notice”)
shall be in writing and addressed to the parties at theaddresses set forth on the face of this Order or to such

© Interroll Group, 2020. All rights reserved. Printed versions are
not subject to change control, they are merely provided for
information purpose.

General Purchasing Terms and Conditionsof the Interroll Groupother address that may be designated by the receiving
party in writing. All Notices shall be delivered by personaldelivery, nationally recognized overnight courier (with allfees pre-paid), facsimile (with confirmation oftransmission) or certified or registered mail (in each case,return receipt requested, postage prepaid). Except asotherwise provided in this Order, a Notice is effective only(a) upon receipt of the receiving party, and (b) if the party
giving the Notice has complied with the requirements ofthis Section.

29 SEVERABILITY
If any term or provision of this Order is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term orprovision of this Agreement or invalidate or renderunenforceable such term or provision in any otherjurisdiction.

30 SURVIVAL
Provisions of this Order which by their nature should apply
beyond their terms will remain in force after any
termination or expiration of this Order including, but notlimited to, the following provisions: Set-off, Warranties,
GeneralIndemnification,
Intellectual
Property,
Indemnification, Insurance, Compliance with Laws,
Confidentiality,
Governing
Law,
SubmissiontoJurisdiction and Survival.

© Interroll Group, 2020. All rights reserved. Printed versions are
not subject to change control, they are merely provided for
information purpose.