ALLISON TRANSMISSION EUROPE B.V.
TERMS AND CONDITIONS OF SALE

ALLISON TRANSMISSION EUROPE B.V.’s ACCEPTANCE OF BUYER’S PURCHASE ORDER IS EXPRESSLYCONDITIONED 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 Conditions ofSale (hereinafter “Agreement”) include the term “request for quotation”, as appropriate. The following
are terms and conditions by which Allison Transmission Europe B.V. (“Seller”) will sell its products toBuyer. Receipt of this Agreement by Buyer without prompt written objection thereto shall constitute anacceptance of this Agreement by Buyer. This Agreement shall supersede 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 order shall in any way
incorporate different or additional terms or conditions which are hereby objected to. No terms orconditions 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 unlessexpressly accepted in writing by a duly authorized representative of Seller.
1. PRICES AND PAYMENT:(a) The prices set forth herein or otherwise stated, in writing, by Seller are subject to change, without
notice, to pries in effect at the time of shipment shall apply. Seller shall submit invoices to Buyer stating
amounts due. Payment terms are net 25th of the month following the month of invoicing, unlessotherwise agreed to, in writing, by Seller. Payment shall be made in the agreed currency. (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 shallbe additional. Any tax imposed by any governmental authority on the sale of products referred to in thisAgreement shall be paid by Buyer, in addition to the selling price specified by Seller. Any and alladditional charges, such as, but not limited to, freight charges, insurance premiums, fees for export,transit, import and other permits, as well as for certifications, shall be the responsibility of Buyer andshall be borne by Buyer. (c) Seller reserves the right to assess, at its discretion, a late payment charge
equal to the Dutch legal interest plus 3% on past due balances owed to Seller upon failure of Buyer tocomply with this Agreement. (d) Unless otherwise agreed in writing between Buyer and Seller, all pricesof Seller are subject to change without notice and are not guaranteed against change. Printing andclerical errors made by Seller on a quotation, an acknowledgement or an invoice shall be subject tocorrection. In the event of a price change, orders on hand will be invoiced at prices effective at date ofshipment. All prices quoted for specific supplies, in writing, by Seller are only valid for acceptance andplacement of order within a fixed period as stated on 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 ofproducts, at Seller’s facility is not permitted unless approved by Seller in advance in writing. (b) Delivery

Allison Transmission Confidential: Business Use Onlyschedules are based upon current production capacities, material or component availability, andinventory, 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) All products shallbe sold Ex-works (EXW) to the relevant term of the Incoterms, published by the International Chamberof Commerce (ICC), to the version current at the date of Seller's acceptance of the order, unlessotherwise agreed to, in writing. (d) Risk of loss or damage shall pass to Buyer upon delivery to the carrier
at Seller’s warehouse. All claims for loss or damage to products while in the care, custody or control of acarrier 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. When deemednecessary, Seller may require Buyer to provide pre-payment or documentary credit before shipment of
the products will take place. (f) Seller shall pack, mark and ship the products according to its standard
commercial procedures for shipments, unless the parties agree, in writing, that Seller shall comply withany special instructions provided by Buyer. Compliance with special instructions or other special services
requested by Buyer and accepted by Seller may result in an increased price and will be separately
charged to Buyer.
3. RETENTION OF TITLE:
Seller expressly retains title and ownership of the products until Buyer has fulfilled all its obligations
arising out 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 notentitled to give third parties a security interest in the products.
4. PRODUCT CHANGES:(a) All orders are subject to approval and acceptance in writing by a duly authorized representative ofSeller. 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 systemchanges, including but not limited to the adoption of customer-specific requirements, Buyer shall submit
a written request to Seller for consideration. Within a reasonable period thereafter, Seller shall notify
Buyer of its acceptance or rejection of the proposal. Seller’s failure to notify Buyer of Buyer’s proposed
product changes means Seller has rejected Buyer’s proposal. If Buyer’s request for product changes isaccepted by Seller, and the product changes cause an increase or decrease in the cost of the product or
the delivery schedule, Buyer shall make, in writing, an equitable adjustment in the price or delivery
schedule, or both that is acceptable to 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

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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 Manualand placards contain important information concerning the safe and proper operation and maintenanceof 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 theirown vehicle manuals and warnings, the Operator's Manual and placards are available from Seller uponrequest.
6. WARRANTY:(a) Seller’s Standard Commercial Warranty relating to products is applicable to this Agreement. (b) NOOTHER 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 shall not apply to products: (1) used for purposes for which
they are not designed or intended; (2) which have been repaired or altered without Seller’s prior writtenconsent; (3) which have been subjected to misuse, negligence, accident or improper installation, or (4)which, based on Seller’s examination, do not disclose to Seller’s satisfaction nonconformance to thewarranty.
7. BUYER’S REMEDIES:
The Buyer’s exclusive and sole remedy on account of or in respect of the furnishing of products that donot conform to this Agreement shall be to secure within the standard set in the commercial warranty ofthe products to Buyer replacement or repair of the products, at Seller’s option, thereof. In no event shallthe Seller’s maximum liability exceed the selling price for the products claimed to be nonconforming.
8. LIMITATION OF LIABILITY:IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING, BUT NOT LIMITED TO, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF USE OF THEPRODUCTS OR OTHER EQUIPMENT, DOWNTIME COSTS OR CLAIMS OF BUYER’S CUSTOMERS, WHETHERBASED 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, attorneys fees, settlement funds, and consequential
and incidental damages, of any kind or character regardless of theory (including, but not limited to,breach of contract, 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 orAllison Transmission Confidential: Business Use Only

allegedly arising out of or in any manner relating to or attributable to the Products. This agreement toindemnify, 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 harmless and 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 orother proprietary 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, labor problems (including lockouts, strikes and slowdowns) at Seller’s facility,
its source plant or their suppliers, inability to obtain power, material, labor, equipment, ortransportation, shortage of fuel or raw materials, late or deficient delivery by subcontractors of raw
materials, semi-finished or finished goods or court injunction or order. Seller reserves the right in its sole
discretion to determine the assignment of materials and the order of priority in filling orders.
12. APPLICABLE LAW AND COURT WITH JURISDICTION:
This Agreement and any disputes or controversies arising hereunder shall be governed by and construed
according to the laws of The Netherlands without regard to its conflict of law principals and notincluding the United National Convention on Contracts for the International Sale of Goods. Any disputes
which may arise from the present agreement may be submitted to the court of jurisdiction inRotterdam.
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 and shall supersede allprevious communications, representations or agreements, either oral or written, between the parties
hereto with respect to the subject matter hereof. . This Agreement shall be considered a waiver to any
customer requirement unless otherwise submitted by Buyer and accepted by Seller as outlined in 4.
Product Changes.

14. AMENDMENT:

Allison Transmission Confidential: Business Use Only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 be deemed severed tothe extent necessary to comply with such statute, regulation, ordinance, order or rule. In the event suchprovision is deemed severed, the parties shall negotiate in good faith to arrive at an alternative
arrangement approximating the original business objective of the parties. The remaining terms andconditions 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 at any time to require performance by the other party of any provision of thisAgreement shall in no way affect the right to require such performance at any time thereafter, nor shallthe 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 otherparty 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, this Agreement 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 a receiver for Buyer
or its reorganization for the benefit of creditors, Seller may terminate this Agreement. In the event oftermination 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:

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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
imposed by 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 other governmental
permissions to enter into this Agreement or perform obligations hereunder.
25. RETURNABLE CONTAINERS:
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 andall freight costs and expenses to return the Container to Seller. Buyer shall promptly return any
Container to Seller, 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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