Allison Transmission India Private Limited, Chennai
GENERAL TERMS AND CONDITIONS OF SALE

ALLISON TRANSMISSION INDIA PRIVATE LIMITED’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS
EXPRESSLY CONDITIONED ON THE BUYER’S ASSENT TO AND ACCEPTANCE OF THE FOLLOWING TERMS
AND CONDITIONS The terms “purchase order” or “order” for the purposes of these Terms and Conditionsof Sale (hereinafter “Agreement”) include the term “Request for Quotation”, as appropriate. The following
are the terms and conditions on which Allison Transmission India Private Limited (“Seller”) will sell its
products to any person or entity (“Buyer”). Receipt of this Agreement by Buyer without prompt written
objection thereto shall constitute an acceptance of this Agreement by Buyer. This Agreement supersedes
all written or printed terms set forth in any purchase order issued by Buyer. This Agreement supersedes
all prior written understandings, assurances and offers. No reference herein to Buyer’s purchase ordershall in any way incorporate different or additional terms or conditions which are hereby objected to. No
terms or conditions other than those stated herein, and no agreement or understanding, oral or written,
in any way purporting to modify the terms and conditions of this Agreement shall be binding on Seller
unless expressly accepted in writing by a duly authorized representative of Seller.
1. PRICES AND PAYMENT:(a) The prices specified herein or otherwise stated, in writing, by Seller are subject to change, without
notice, to prices in effect at the time of each shipment. Seller shall submit invoices to Buyer stating
amounts due. Unless payment is to be made on delivery or otherwise agreed upon, Seller’s invoices will
be payable within 30 days of their date, without any withholding, set-off or deduction for cash discount,
expenses, taxes, fees, duties, and the like. The time of payment will be of the essence. If advancepayments, that may have been agreed upon, are not paid by Buyer, Seller shall be entitled to, without
prejudice to Seller’s rights under Agreement or under general law, adhere to or to cancel the order, andshall in both cases be entitled to claim damages. Payment shall be made in the agreed currency and in theabsence of any agreement in this regard all payments for domestic sales (i.e., sale within India) shall be inIndian Rupees and all payments for export sales (i.e., sale outside India) shall be in US Dollars. (b) The
prices of products are exclusive of all applicable taxes (including without limitation, value added tax (VAT),
local and central sales tax and service tax and other taxes, octroi, entry tax, charges, if any) which shall be
additional. Any tax, duty, or other charges imposed by any governmental authority on the sale of products
referred to in this Agreement shall be paid by Buyer, in addition to the selling price specified or agreed bySeller. Unless otherwise agreed in writing between Buyer and Seller, any and all additional charges, suchas, but not limited to, freight charges, insurance premiums, fees for export, transit, import and otherpermits, as well as for certifications, shall be the responsibility of Buyer and shall be borne by Buyer. (c) If
Buyer fails to make any payment on the due date, Seller may cancel the order or suspend any further
deliveries, appropriate any payment by Buyer to such of the goods/products as Seller decides and/or
charge Buyer interest on the amount for the time being unpaid at State Bank of India’s prime lending rateplus 2% prevailing on the payment due date until payment in full is made. Such interest will accrue daily
and be compounded monthly. Payment of the interest does not release Buyer from its obligation to makepayments on the agreed due dates or from the obligation to pay damages which might exceed theaforementioned interest rate. (d) All prices as set out in Seller’s price list are subject to change without
notice and are not guaranteed against change. Printing and clerical errors made by Seller on a quotation,
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an acknowledgement or an invoice shall be subject to correction. In the event of a price change, orders
on hand will be invoiced at prices effective at date of order receipt. All prices quoted for specific supplies,
in writing, by Seller are only valid for acceptance and placement of order within a fixed period as statedon the quotation. Upon request, Seller will re-quote when the acceptance period has lapsed.
2. INSPECTION, DELIVERY, SHIPPING AND PACKING:(a) Inspection of products shall be done by the Buyer or its assigned representative at Buyer’s facility.
Inspection of products, including final inspection of completed products or in-process inspection of
products, at Seller’s facility is not permitted unless approved in writing by Seller in advance. (b) Delivery
schedules are based upon current production capacities, material or component availability andinventory. Seller will use reasonable efforts to meet delivery dates/schedules but all delivery
dates/schedules are estimates only and may be changed by Seller, as conditions require. Seller shall not
be liable for any consequences of any delay in meeting those estimated delivery dates/ schedules. (c)Unless otherwise agreed in writing between Buyer and Seller, all products shall be sold Ex-works Seller’s
location, Tamil Nadu, India (EXW to the relevant term of the INCOTERMS, published by the International
Chamber of Commerce (ICC), to the version current at the date of Seller's acceptance of the order, unlessotherwise agreed to, in writing). Seller will charge separately for any specially arranged deliveries. All sea
freight, land freight and air freight shipments will be invoiced freight forward unless otherwise agreed. (d)Risk of loss or damage shall pass and stand transferred to Buyer upon delivery of products to the carrier
at Seller’s location in Tamil Nadu, India. All claims for loss or damage to products while in the care, custodyor control of a carrier shall be the responsibility of Buyer, who shall submit any claims to that carrier. (e)Shipments hereunder shall be at all times subject to the approval of Seller’s Credit Department. Whendeemed necessary, Seller may require Buyer to provide (partial) prepayment or documentary credit
before shipment of the products take place. (f) Seller shall pack, mark, and ship the products according to
its standard commercial procedures for shipment, unless the parties agree, in writing, that Seller shallcomply with any special instructions provided by Buyer. Compliance with special instructions or otherspecial services requested by Buyer and accepted by Seller may result in an increased price and will beseparately charged to Buyer.
3. RETENTION OF TITLE:
Seller expressly retains title and ownership of the products until Buyer has fulfilled all its obligations arisingout of the Agreement and any other agreements entered into with Seller or any other monetary
obligations Buyer has towards Seller. Until full payment has been received by Seller, Buyer in not entitled
to give third parties any security interest in the products.
4. ACCEPTANCE OF ORDERS AND PRODUCT CHANGES:(a) All orders are subject to approval and acceptance in writing by a duly authorized representative of
Seller. The Agreement between the parties is deemed to be effective only when Seller confirms its
acceptance to an order in writing. Seller reserves the right to change without notice the design of, thequality system, or the process of manufacturing, the products covered by this Agreement; provided thatthe foregoing shall not be construed as relieving Seller from its obligation to deliver products which
conform to any specifications, drawings, and prints which Seller may have furnished to Buyer. Seller will
design, manufacture, assemble and test all product in accordance with Seller’s quality system unlessotherwise agreed to in writing with the Buyer. (b) If Buyer desires product, process, or quality system

Allison Transmission Confidential: Business Use Onlychanges, including but not limited to the adoption of Buyer-specific requirements, Buyer shall submit awritten request to Seller for consideration. Within a reasonable period thereafter, Seller shall notify Buyerof its acceptance or rejection of the proposal. Seller’s failure to notify Buyer of Buyer’s proposed productchanges means Seller has rejected Buyer’s proposal. If Buyer’s request for product, process, or quality
system changes is accepted by Seller, and the product, process, or quality system changes cause anincrease or decrease in the cost of the product, the manufacturing process, or the delivery schedule, Buyer
shall make, in writing, an equitable adjustment in the price or delivery schedule, or both that is acceptable
to the Seller.
5. TECHNICAL INFORMATION:(a) All engineering designs, data and specifications, processes, and quality system data provided by Seller
are proprietary and shall not be disclosed or reused by Buyer without the prior written consent of Seller.
(b) Seller makes available to Buyer "Tech Data" via the Seller extranet. The "Tech Data" provides
application and installation guidelines for Seller's products. These guidelines provide the minimum
acceptable standards/requirements for product operation and durability under normal vocational usage.
It is the responsibility of the Buyer to follow and comply with Seller's Tech Data and otherwise properly
integrate the products into the overall vehicle design and performance. It is also the Buyer's responsibility
to ensure that the vehicle meets all applicable government regulations and customer requirements in all
operating environments to which the vehicle will be subjected. (c) Seller also publishes Operator's
Manuals and warning placards for many of its products. The Operator's Manual and placards contain
important information concerning the safe and proper operation and maintenance of the products. It is
the Buyer's responsibility to properly communicate this important information to the vehicle's operator
or end user. While many Buyer's choose to incorporate this information into their own vehicle manuals
and warnings, the Operator's Manual and placards are available from Seller upon request.
6. WARRANTY:(a) Seller’s Standard Commercial Warranty relating to products is applicable to this Agreement. (b) NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE PRODUCTS INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE. (c) The provisions of this warranty as contained in this Clause 6 shall not apply to products: (1)used for purposes for which they are not designed or intended; (2) which have been repaired or alteredwithout Seller’s prior written consent; (3) which have been subjected to misuse, negligence, abnormaluse, accident fire, war, flood, earthquakes, acts of God, defects caused by depreciation or normal wear
and tear or improper installation, or (4) which, based on Seller’s examination, do not disclose to Seller’ssatisfaction nonconformance to the warranty.
7. BUYER’S REMEDIES:
The Buyer’s exclusive and sole remedy on account of or in respect of the furnishing of products that do
not conform to this Agreement or any other condition or use of the products supplied by Seller, however
caused, and whether such claim is based upon warranty, contract, negligence, strict liability, or any othertheory shall be limited to secure within the standard set in the commercial warranty of the products to
Buyer replacement or repair of the products, at Seller’s option, thereof. In no event shall the Seller’s
maximum and aggregate total cumulative liability exceed the selling price for the products claimed to benonconforming.

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8. LIMITATION OF LIABILITY:IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OR PROFITS, LOSS OF REVENUE, LOSSOF PROFITS OR GOODWILL OR OTHER COMMERCIAL LOSS OR INJURY, LOSS OF USE OF THE PRODUCTS
OR OTHER EQUIPMENT, DOWNTIME COSTS OR CLAIMS OF BUYER’S CUSTOMERS, WHETHER BASED ON
CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
9. DEFENSE, INDEMNIFICATION AND HOLD HARMLESS:
Buyer SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS Seller and Seller's parent(s), subsidiaries,
divisions, affiliated companies and their respective directors, officers, agents, insurers, employees andrepresentatives (collectively referred to as the "Seller Group"), from and against any and all claims, suits,causes of action, liabilities, losses (including death, personal injury and property damage), judgments,
obligations, fines, damages, penalties, expenses, attorney’s fees, settlement funds, and consequential andincidental damages, of any kind or character regardless of theory (including, but not limited to, breach ofcontract, breach of warranty, tort (including negligence), strict liability, environmental laws, intellectual
property rights or otherwise), arising out of or in any manner relating to or attributable to or allegedly
arising out of or in any manner relating to or attributable to the Products. This agreement to indemnify,
hold harmless and defend applies if the act(s) or omission(s) complained of were caused or allegedly
caused only in part by the negligence of the Seller Group, but this agreement to indemnify, hold harmlessand defend does not apply where the act(s) or omission(s) complained of were caused or allegedly caused
solely by the negligence of the Seller Group. BUYER MAY NOT BRING ANY ACTION ARISING OUT OF ANY
CLAIMED BREACH BY SELLER OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF
ACTION HAS ARISEN.
10. PATENT INFRINGEMENT DISCLAIMER:
Seller does not represent that the products may be used, sold, or transferred without infringing patents
or other proprietary rights of third parties. Seller does not assume any responsibility nor shall Seller have
any liability whatsoever for the infringement by Buyer, its suppliers or its customers of any patent or otherproprietary right owned or controlled by any third party.
11. FORCE MAJEURE:
Any delay or failure of Seller to perform its obligations hereunder shall be excused to the extent that it iscaused by an event or occurrence beyond its control such as, by way of example and not by way oflimitation, acts of God, actions by any governmental authority (whether valid or invalid), governmental
laws and regulations not presently in effect, any governmental action or inaction (whether valid orinvalid), fires, floods, windstorms, explosions, civil commotion, riots, terrorist act, natural disasters, wars,
sabotage, accidents, labour problems (including lockouts, strikes and slowdowns) at Seller’s facility, its
source plant or their suppliers, inability to obtain power, material, labour, equipment, or transportation,shortage of fuel or raw materials, late or deficient delivery by subcontractors of raw materials, semifinished or finished goods or court injunction or order. Seller reserves the right in its sole discretion todetermine the assignment of materials and the order of priority in filling orders.

Allison Transmission Confidential: Business Use Only12. APPLICABLE LAW AND COURT WITH JURISDICTION:(a) The laws of India shall be exclusively applicable to the present Agreement and its interpretation,
validity and performance. (b) Any and all disputes or differences arising out of or relating to thisAgreement shall be solely and finally settled by a sole arbitrator to be mutually agreed and appointed byboth the parties hereto and in accordance with the provisions of the [Indian] Arbitration and Conciliation
Act, 1996 or any statutory modification or reenactment thereof for the time being in force. Failure of theparties hereto to appoint such sole arbitrator within thirty (30) days of the request by any of the parties,
the same shall be appointed in accordance with the provisions of the [Indian] Arbitration and Conciliation
Act, 1996. The venue of arbitration shall be Chennai, India and the decision of the arbitrator shall be final
and binding on both the parties. The language of the arbitration proceedings shall be English. In order topreserve its rights and remedies, either party hereto may seek preliminary injunctive relief or othertemporary relief from any court of competent jurisdiction or from the arbitration tribunal pending thefinal decision or award of the sole arbitrator. Any such application to a court of competent jurisdiction forthe purposes of seeking injunctive relief shall not be deemed incompatible with this agreement toarbitrate or as a waiver of this agreement to arbitrate. (c) Subject to the provisions of Clause 10(a) hereof
the courts at Chennai alone shall have exclusive jurisdiction in relation to any dispute or matter arisingout of or incidental to this Agreement.
13. ENTIRE AGREEMENT:This Agreement, together with any attachments, exhibits or supplements specifically referenced in thisAgreement, shall constitute the entire agreement between the parties hereto as to the subject matterhereof and supersedes all previous negotiations, commitments, writings, arrangements, understandings,
communications, representations or agreements, either oral or written, between the parties hereto withrespect to the subject matter hereof. This Agreement shall be considered a waiver to any Buyer
requirement unless otherwise submitted by Buyer and accepted in writing by Seller as outlined in Section
4. Product Changes above or as may be noted otherwise in this Agreement.

14. AMENDMENT:No agreement or understanding varying or expanding this Agreement shall be binding upon either party
hereto unless it is in writing and signed by a duly authorized representative thereof.
15. SEVERABILITY: If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable
under any statute, regulation, ordinance, executive order or other rule of law, that provision shall bedeemed severed to the extent necessary to comply with such statute, regulation, ordinance, order or rule.
In the event such provision is deemed severed, the parties hereto shall negotiate in good faith to arriveat an alternative arrangement approximating the original business objective of the parties. The remaining
terms and conditions of this Agreement shall remain in effect.
16. ASSIGNMENT: This Agreement is not assignable by Buyer without Seller’s prior written approval.
17. NO IMPLIED WAIVER:
The failure of either party hereto at any time to require performance by the other party of any provisionof this Agreement shall in no way affect the right to require such performance at any time thereafter, nor

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shall the waiver of either party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision.
18. NO AGENCY:
Neither party shall be deemed to be an agent or legal representative of the other party, nor is any joint
venture or partnership relationship hereby created and neither party is authorized to create any
obligation on behalf of the other party.
19. TERMINATION: This Agreement may be terminated by either party by giving ninety (90) days' written
notice to the other party in the event of failure by such other party to fulfill any of its obligations
hereunder. However, if during the period of such notice, such other party remedies such failure, thisAgreement shall continue with the same force and effect as if such notice had not been given. Seller may
immediately terminate this Agreement, in whole or in part, at its sole discretion, upon giving written
notice to Buyer.
20. INSOLVENCY: In the event of the insolvency or bankruptcy of Buyer, or upon the appointment of areceiver for Buyer or its reorganization for the benefit of creditors, Seller may terminate this Agreement.
In the event of termination in accordance with this paragraph, Seller shall not be obligated to deliver any
products under this Agreement.
21. ATTORNEY’S FEES:
In the event Seller should bring an action for enforcement of this Agreement, Buyer agrees that Seller
shall be entitled to award of its reasonable attorney’s fees and court costs associated with suchenforcement proceedings.
22. CUMULATIVE REMEDIES:
The rights and remedies herein reserved to Seller shall be cumulative and additional to any other orfurther rights and remedies provided at law or equity.
23. EXPORT LAWS:
This Agreement shall be subject to, and Seller and Buyer shall comply with, all export control laws,
regulations, rules, orders, licenses, requirements, and governmental requests now or hereafter in effectin the United States of America. To the extent any sale of products pursuant to this Agreement may
require approval of the United States Government, Seller’s obligations under this Agreement areconditioned upon the grant of such approval and upon compliance by Buyer with any restrictions imposedby the United States Government in connection with such approval.
24. NO INDUCEMENTS: The parties hereto represent to each other and each agrees that, neither it nor
any person acting on its behalf has, in contravention of any applicable law, given or offered to give, or will
give or offer to give, any sum of money or other material consideration to any person, directly or
indirectly, as an inducement to obtain business hereunder or to influence the granting of licenses or othergovernmental permissions to enter into this Agreement or perform obligations hereunder.
25. RETURNABLE CONTAINERS:

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If Seller provides product to Buyer in a shipping container that is to be returned to Seller (each, a“Container”), Buyer shall be solely responsible for returning the Container to Seller and paying any and all
freight costs and expenses to return the Container to Seller. Buyer shall promptly return any Container toSeller, but in the event that Buyer does not return a Container to Seller within thirty (30) days of Buyer’s
receipt of such Container, then Buyer will be charged for the cost of such Container.
26. OFFICIAL TEXT:
The official text of this Agreement is in the English language. If this Agreement is translated into anotherlanguage, the English text shall govern any question with respect to interpretation.

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