STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF OUTSOURCED MANUFACTURING
Rev. July 2024
1. DEFINITIONS. The following definitions below apply to these Terms and Conditions.
(i) “Contract” means the Purchase Order submitted on these Terms and Conditions together with all documents
specifically referenced herein and any written purchase order, contract or agreement which attaches,incorporates or otherwise references these Terms and Conditions;(ii) “Company” means Howmet Aerospace Inc. or its subsidiary(ies) or affiliate(s) that enter into the Contract;(iii) "Company's Materials" means all materials, tools, dies, moulds, software, documents, drawings, sketch,
manufacturing diagrams models, memos or data about any features whatsoever, which are communicated byCompany to Supplier or not so supplied but used, created or developed by Supplier for the purposes of
producing the Deliverables or the provision of the Services;(iv) "Deliverables" means the items which Supplier is obliged to produce and/or develop and to provide toCompany as set out in the Contract;(v) "Purchase Order" or "PO" means Company's purchase order for the Services and any other documentation
which is specified in the purchase order form;(vi) “Supplier” means any individual, corporation or other entity who is to supply Services purchased by Company
pursuant to the Contract;(vii) “Services” means all services provided by Supplier and purchased by Company under the Contract;(viii) "Terms and Conditions" means these Standard Terms and Conditions for the Purchase of Outsourced
Manufacturing;(ix) "TUPE" means the applicable Transfer of Undertakings law.
2. SCOPE OF WORK AND ACCEPTANCE. Subject to the terms of the Contract, Supplier shall provide the Services toCompany, produce the Deliverables and make the Deliverables available for collection by Company in accordancewith the description and specifications set out in the Contract. Supplier shall provide the Services with all due skill,care, prudence and foresight which would reasonably be expected from a supplier undertaking similar services
and in accordance with applicable legislation. Supplier agrees that the terms and conditions of the Contract shallapply to the Services that it provides to Company under the Contract, though the parties acknowledge that they
may have other business with each other pursuant to separate agreements which shall not be affected hereby.
The Services are supplied strictly pursuant to the Contract. Supplier shall take all necessary and reasonable steps
to ensure that it is able to meet Company's requirements for the Deliverables and to fulfil its obligations under theContract. The Contract will control the terms and conditions of the Services and will supersede any printed terms
and conditions appearing on any purchase/sales order form, acknowledgment or other similar forms issued by
the parties, one to the other in accordance with this Section. Company may request Supplier to provide further
Services from time to time by placing orders for its requirements of Deliverables. All POs are placed subject to theconditions set forth or referred to in these Terms and Conditions, which will apply to the Contract notwithstanding
and to the exclusion of any other provisions that Supplier seeks to impose or incorporate, or which are implied bytrade, custom, practice or course of dealing. The PO constitutes an offer by Company which shall be deemed
accepted by Supplier on the earlier of (i) Supplier issuing a written acceptance of the PO; or (ii) undertaking any act
consistent with fulfilling the PO or (iii) ten (10) days after receipt by Supplier of the PO if there is no response, atwhich point and on which date the Contract shall come into existence. Supplier is requested to sign and return acopy of the PO within ten (10) days of receipt, but Supplier acknowledges and agrees that failure by Supplier tocomply with this requirement shall not affect the coming into force of the Contract as set out in this Section or theapplication of the Terms and Conditions to the Contract. Any acceptance of a PO is limited to acceptance of theexpress terms of the offer contained therein.
3. PRICE AND PAYMENT TERMS. Supplier warrants that the prices set forth in the Contract are complete and that no
additional charge of any type will be added without Company’s prior express written consent. If during the term of
this Contract, Supplier sells Services or Deliverables that are the same or are substantially similar to the Services
and Deliverables to another party at prices below those stated in the Contract, Supplier will immediately extend
such lower prices to Company. In addition, if Company provides satisfactory evidence that it can purchase Servicesof like quality and similar commercial terms at a lower price than the price provided by Supplier, and if Supplierelects not to meet such lower price, then Company may elect to purchase Services from the supplier with thelower price, and any obligation of Company to purchase Services from Supplier pursuant to the terms of theContract will be deemed to be waived by Supplier to the extent of any such purchases. Company will have the rightto examine and audit, during normal business hours, any and all records, data, invoices and documents, inwhatever shape or form, including, but not limited to, electronic media, that may contain information relating toSupplier’s obligations as set forth in this condition and costs incurred pursuant to the Contract. Such records will
be kept by Supplier for a period of at least four (4) years after the expiration or termination of the Contract, or forsuch longer periods as may be required by law, in a form that is clear and accurate and containing content
sufficient and adequate to permit the aforementioned audit. Supplier agrees to provide reasonable assistance forsuch audits. Except as expressly set forth in the Contract, Company will have no obligation to purchase any specificquantity of Services from Supplier and Company will be entitled, in its sole discretion, to purchase the same orsimilar Services from other suppliers. Company expressly reserves the right to disclose the terms of the Contract,
including but not limited to price, to third parties.
4. PAYMENTS. Unless otherwise provided in the Contract, all invoices for Services and Deliverables provided toCompany will be accumulated upon receipt for a period from the first day of the month to the last day of themonth (the “Accumulation Period”) and Company will pay invoices received during the Accumulation Period in
accordance with the payment terms set forth in the Contract for Services or Deliverables that, in Company’s
judgment, strictly conform to the requirements of the Contract. Supplier will promptly submit correct and complete
invoices or other agreed billing communications with appropriate supporting documentation and otherinformation reasonably required by Company after delivery of the Deliverables and/or Services, and Company may
withhold payment until a correct and complete invoice or other required information is received and verified. Any
cash discounts will be based on the full amount of the invoice, less freight charges and taxes if itemised separately
on the invoice. Delay in receiving valid invoices or Deliverables and/or Services will be considered good cause forwithholding payment without losing cash discount privileges. Payment by Company of an invoice from Supplierdoes not constitute acceptance of the Deliverables and/or Services covered by the invoice. Company will have theright, at any time, to set off and apply against any monetary obligations that Company owes to Supplier or any of
its parents, subsidiaries or affiliates, any obligations that Supplier, or any of its parents, subsidiaries or affiliates,
may owe to Company. Supplier shall not offer or use, directly or indirectly, any money, property, or anything ofvalue received by Supplier under or pursuant to the Contract to corruptly or unlawfully influence any decision,
judgment, action, or inaction of any individual or entity, in connection with or relating to the subject matter of theContract or any supplement or amendment hereto. No payment shall be made nor shall any transaction beentered into in connection with the Contract that is illegal, improper, or intended to corruptly or unlawfully
influence any individual or entity. Without limiting the generality of the preceding, no payments or transfers ofvalue shall be made that have the purpose or effect of public or commercial bribery, or acceptance of or
acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any otherbenefit. If Supplier breaches the terms of this provision, Company may immediately terminate the Contract without
any liability.
5. WARRANTY. Supplier warrants that, from the date of delivery of the Deliverables and for a period of four (4) years
thereafter, all Deliverables: (i) shall be merchantable and free from defects in materials, design and workmanship(whether or not approved by Company); (ii) shall conform to all applicable descriptions, specifications, drawings,
plans, instructions, data, samples and models, including those provided by the Supplier after contract formation;(iii) shall be fit for the particular purpose(s) for which the Deliverables are required, and Supplier acknowledges
that Company is relying on the Supplier’s skill or judgment to furnish suitable Deliverables; (iv) shall be composedof all new components; (v) shall be free and clear of all liens, encumbrances and any actual or claimed patent,
copyright or trademark infringement or other colourable claims; and (vi) shall be manufactured and sold incompliance with all applicable international, federal, state and local laws, regulations or orders and trade standards
applicable to the Deliverables. Such warranties explicitly extend to future performance of the Deliverables. Supplierfurther warrants the following: (a) Supplier shall use its best efforts to perform the Services and, at a minimum,
Supplier shall perform the Services in conformity with the highest standards of the industry practiced by reputablesuppliers performing work of a similar nature at the time and place the Services are provided; (b) Supplier shallcomply with all applicable laws, standards and regulations, whether governmental or industrial, in effect at the time
the Services are provided; (c) prior to performing any Services, Supplier will obtain any permits or licenses, andtake all other actions required, to comply with all applicable laws, standards and regulations, whether
governmental or industrial, in effect at the time the Services are provided; (d) the Services will not violate or in any
way infringe upon the intellectual property rights of third parties; and (e) Supplier is not subject to and will notenter into any agreements or arrangements which hinder compliance with the provisions of this Contract. Supplier
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warrants that all of its employees and subsuppliers, and all other persons or entities acting on its behalf in theperformance of this Contract, shall agree to and abide by the warranties set forth herein. Limitations on Company’s
remedies (or disclaimers of warranties) in documents of Supplier, or otherwise, will not be effective and are hereby
objected to and rejected. All warranties and other provisions of this condition will survive inspection or acceptanceof, payment for and use of the Deliverables or Services and completion, termination or cancellation of the Contract,
and will run to Company and its customers, successors and assigns and to users of the Deliverables. Supplier
warrants that it and the Deliverables and Services will comply with all applicable laws, rules, regulations, orders,conventions, ordinances or standards including, but not limited to, those relating to environmental matters, dataprotection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination,
occupational health/safety and motor vehicle safety. Upon request, Supplier will furnish Company with any
applicable certificates of compliance therewith.
6. SAFETY. Supplier will provide all safeguards and take all precautions, including those required by law, in connection
with the production and delivery of the Deliverables and/or Services sold to prevent the occurrence of any
accident, injury, death, loss, or damage to any person or property and Supplier will be solely responsible for any
such occurrences. Supplier warrants that all Deliverables and/or Services delivered hereunder will be incompliance with all Company requirements concerning safety, performance, and otherwise, including, but notlimited to, any work or services related thereto performed on premises controlled by Company. Supplier agrees
to immediately notify Company of any actual or possible safety or quality problems with the Deliverables and/or
Services delivered hereunder. Supplier and its employees, subsuppliers and all other persons or entities acting on
behalf of Supplier agree to abide by Company’s rules, including, without limitation, those related to environmental,
health, safety and security, and reasonable requests while on premises owned, leased or otherwise controlled byCompany. Company reserves the right to bar from such premises Supplier or any employee, subsupplier or any
other person or entity acting on behalf of Supplier for any cause that Company deems reasonable.
7. COMPANY’S PROPERTY AND PARTS. All Company Materials and property, including but not limited to supplies,
materials, tools, jigs, dies, gauges, fixtures, moulds, patterns, equipment and other items of any kind supplied toSupplier, or paid for, or for which Supplier has been reimbursed, by Company, or for which Company has agreed
to reimburse Supplier, will be and remain Company’s (or its customers', as the case may be) property. Supplier
will mark, tag or otherwise identify Company property as such. Supplier will maintain such property in goodcondition and repair, except to the extent that such property is integrated into Deliverables delivered hereunder.
Materials or parts provided by, or on behalf of, Company which have been, or are to be, processed by Supplier are
consigned to Supplier solely for purposes of such processing and remain Company’s property. Company’s
property will not be used by Supplier for any purpose other than the performance of the Contract; will not becommingled with the property of Supplier or with that of a third party; and will not be moved from Supplier’s
premises or altered without Company’s prior written consent. Supplier will keep adequate records of Company’s
property and parts which records will be made available to Company upon request. All Company property, while
in Supplier’s custody or control, will be held at Supplier’s risk, free of all liens, encumbrances or security interestsof Supplier or third parties, and will be kept insured by Supplier at Supplier’s expense in an amount equal toreplacement cost with loss payable to Company. Supplier will indemnify, protect, defend and hold harmless
Company, its successors and assigns from and against all claims and liens adverse to Company’s ownership ofCompany’s property and all loss or damage to such property occurring while in Supplier’s custody or control. All
property of the Company is subject to removal by Company at any time, and to return upon Company’s request.
Supplier will assume all risk of death or injury to persons or damage to property arising from use of Company’s
property. Company does not guarantee the accuracy of any Company property or the availability or suitability ofany property furnished by it. Supplier assumes sole responsibility for inspecting, testing and approving all of
Company’s property supplied by Company prior to any use by Supplier.
8. REJECTION AND REVOCATION OF ACCEPTANCE. Deliverables will be received subject to inspection and approval
by Company after delivery. Upon inspection, Company may give Supplier notice of rejection or revocation of
acceptance, notwithstanding any payment, approval, prior test or inspection. No inspection, approval, test, delay
or failure to inspect or test, or failure to discover any defect or other non-conformance, will relieve Supplier of any
obligations under the Contract or impair or waive any right or remedy of Company with respect to Supplier’s
performance hereunder. If, in Company’s judgment, the Deliverables do not conform with the requirements of theContract, Company will have the right to reject the Deliverables and, in addition to any other rights and remedies
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it may have, Company may, in its sole discretion: (i) return any or all nonconforming Deliverables to Supplier for
reimbursement, credit, replacement, or repair as Company may direct; (ii) correct, rework, and/or repair the
Deliverables with all costs associated therewith to be charged to and paid by Supplier; or (iii) hold any or all
nonconforming Deliverables, at Supplier’s risk and expense, for disposal or correction according to Supplier’s
instructions. Any Deliverables rejected by Company and returned to Supplier will be returned, at Supplier’s risk
and expense, with the cost of packaging, handling, inspection, examination, transportation and any other costs
incidental thereto to be charged to and paid by Supplier. Such Deliverables will not thereafter be tendered toCompany for acceptance unless the previous rejection and requirement of correction are disclosed to Company
in writing. All such nonconforming Deliverables that are so remedied will have the same warranty as stated in
Section 5 (“Warranty”) from the date of re-delivery.
9. INSPECTION AND QUALITY ASSURANCE. All Deliverables and/or Services will, before delivery, be subject toinspection, tests, and audits by Company, its agent, customer and/or any regulatory agency at reasonable times
and places. Supplier agrees to provide access for Company, its agent, customer and/or any regulatory agency toits facilities at all reasonable times for such inspection, tests, and audits, and, at no additional cost, to provide all
assistance and facilities reasonably necessary to perform the same. This right of access includes access to all
facilities involved in the execution of the Contract, including any subcontractors, and access to all applicable quality
records, including records of the calibration system. Neither the inspection, testing, or auditing of any Deliverables
and/or Services, nor the failure to do so, before delivery to Company will constitute acceptance of any Deliverables
and/or Services or relieve Supplier from exclusive responsibility for providing Deliverables and/or Services in strict
conformance with the Contract and Company’s specifications. Supplier warrants that it has and will maintain an
adequate quality control/assurance program with respect to the production and delivery of Deliverables and/or
Services and that it creates and maintains adequate quality control/assurance reports, certificates, affidavits, andother such records relating to the Deliverables and/or Services. Supplier agrees to notify Company of any change
to Supplier’s quality control/assurance program as well as certificates, affidavits and other such records relating to
the Services and Deliverables. Supplier agrees that, upon request and at no additional charge, it will promptly
furnish authenticated copies thereof, as well as applicable certificates of conformance and/or complianceacceptable to Company, at the time of, or promptly after, delivery. Supplier will retain such quality records as statedin this Section for a minimum period of seven (7) years after completion of the Contract or as otherwise specified
in writing by Company. Deliverables and/or Services identified by Company as subject to government safety
regulation will require a minimum retention period of fifty (50) years. If this retention requirement cannot be met,
Supplier will transfer such records to Company.
10. TAXES. Supplier will bear and pay all applicable taxes which are based on or measured by net income, gross income
or gross receipts including any withholding taxes levied against Supplier for the privilege of doing business in ajurisdiction. If Supplier is required by law to collect sales and use tax (including any gross receipts tax imposed
similar to a sales and use tax) from Company on behalf of any taxing jurisdiction, Supplier will provide to Company
invoices which separately state and clearly indicate the amount of tax and Company will remit any such tax toSupplier. Supplier will have the responsibility of complying with all applicable foreign, national, state or local laws
regarding value added tax and sales and use tax or substitutes therefore including registration, collection of taxes
and the filing of returns where applicable. Notwithstanding whether Supplier must collect sales and use tax from
Company, Supplier will state on every invoice the taxing jurisdiction (e.g. country, state and local jurisdiction) in
which Services and/or Deliverables were provided. If applicable, in lieu of payment for any sales and use tax,
Supplier will accept a properly executed exemption or direct pay certificate from Company. The determination ofwhether an exemption or direct pay certificate will be submitted to Supplier in lieu of payment for any sales anduse tax will be made by Company on a location by location basis. With the exception of sales and use tax as
described above, all other taxes, however denominated or measured, imposed upon Supplier, or the price orcompensation under the Contract, or upon the product provided hereunder, will be the responsibility and liabilityof Supplier.
11. DELIVERY AND TITLE. Company shall, at all times, have and retain sole title to the Company's Materials, work inprocess and Deliverables. Company's Materials or other materials provided to Supplier by, or on behalf of,Company are consigned to Supplier solely for purposes of the Contract and remain Company's (or its customer's,
as the case may be) property. At Company's request, Supplier will execute such other assurances and instruments
as Company may deem necessary or advisable to protect its interests in Company's Materials and Deliverables
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and/or other property of Company. Supplier shall not grant or purport to grant any lien, encumbrance or security
interest over the Company's Materials, work in process or Deliverables. Supplier shall have all risk of loss andliability for loss of or damage to Company's Materials, from the time the Company Materials pass Supplier's
receiving gate and for all work in process and Deliverables until delivery of the Deliverables by Supplier. For so longas the Company's Materials, work in process and the Deliverables are within the control of Supplier, Supplier shallensure that they are clearly accounted for, marked with identification numbers or other markings so that they arereadily identifiable as property of Company (or its customers, as the case may be) and distinguishable frominventory or goods owned by Supplier or any other party. Supplier shall physically segregate any goods owned orheld by Supplier, including goods owned by third parties, and shall ensure that the Company's Materials, work inprocess and the Deliverables shall not become subject to any lien, right, or claim of any third party while in thecontrol of Supplier. Company shall have the right to remove all Company's Materials from Supplier's possession at
any time on giving reasonable notice. Company reserves the right to audit Supplier's facility upon reasonable noticeduring normal business hours for the purposes of the Contract. This includes the right to appoint external auditors
to carry out the relevant review. The date and time of such audit shall be mutually agreed by the parties. The scopeof the audit shall be to: (i) inspect the Company's Materials, work in progress and the Deliverables held and/or to
remove them; and (ii) assess Supplier's compliance with applicable laws for environmental, health, and safety, ineach case to the extent related to the Services.
12. CONFIDENTIALITY. At all times during the term of the Contract and for a period of five (5) years after its expiration,
termination or cancellation, Supplier will: (i) maintain the confidentiality of any information (whether written, oral
or electronic) disclosed by Company or any of its parents, subsidiaries, affiliates, customers, or contractors,
whether or not identified as “confidential” upon disclosure (“Confidential Information”); (ii) not disclose or permit
the disclosure of any Confidential Information to any person other than its employees for whom such knowledge
is essential for performance of the Contract; and (iii) not use Confidential Information except for performance of
the Contract. The requirements hereof apply to any information that Supplier possesses that predates theContract. For the avoidance of doubt, Personal Information (as defined herein) is Confidential Information. The
obligations set forth in this Section shall not extend to any information that: (a) was in the public domain without
restrictions at the time so disclosed (unless the information so disclosed was a compilation of such publicly
available information in a form not previously known); (b) passes into the public domain after it has been disclosed
without Supplier being in breach of any obligation of confidentiality; (c) is given to Supplier by a third party who islawfully entitled to disclose it and has no duty to respect any right of confidence in the information; (d) was alreadyknown (or had been independently generated) by Supplier prior to its receipt or disclosure; (e) the parties agree
in writing is not confidential; or (f) any matter if (and only to the extent that) it is required by law, governmental or
regulatory authority, any court or other authority of competent jurisdiction; provided, however, that in such case,
Supplier will provide reasonable prior written notice to Company if it is required to disclose any of Company’s
Confidential Information under operation of law and disclose only the Confidential Information that Supplier islegally required to disclose. Supplier will immediately notify Company of any disclosure of any Confidential
Information that is not permitted by the Contract and will be responsible for the disclosure or other misuse ofConfidential Information. Company makes no representation or warranty of any kind, express or implied, withrespect to any Confidential Information. Company may, in its sole discretion, elect at any time, by written notice toSupplier, to terminate Supplier’s further use of Confidential Information and Supplier shall immediately return toCompany all Confidential Information and copies thereof and erase any digitally held Confidential Information.
Termination of this Contract or of Supplier’s use of the Confidential Information by Company will not affectSupplier’s continuing obligations set forth in this Section.
13. NOTIFICATIONS. Supplier agrees to immediately notify Company of any actual or possible safety or quality
problems with the Deliverables and/or Services delivered hereunder. Supplier also agrees to give Company
reasonable advance notice of potential material shortages, labour disputes, insolvency or other matters that might
delay or interfere with its performance of the Contract.
14. SCRAP. Any product scrap, slit trim, drop, heads, tails, chips, shavings, offal and/or rejected material generated at
Supplier’s location through Supplier’s processing of materials or parts provided by, or on behalf of, Company will
be and remain Company’s property. Supplier will not commingle any scrap generated by the conversion or tollingof Company’s property with any other material or tolled products from others. Unless otherwise specified, theCompany’s preferred disposition for all scrap is return to Company location. All scrap will be suitably packaged
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and prepared for return to Company, or to other location when specified by Company, FCA (Incoterms 2010)
Supplier’s facility. Supplier will segregate scrap by material alloy, mark it with appropriate identification, and keep
it clean and dry.
15. INVENTORY. Company will have the right of access to inspect and examine Company Materials, property and partsin Supplier’s facility at all reasonable times. When requested to do so by Company, Supplier will take a physicalinventory of all Company Materials, owned property and parts held by Supplier and submit to Company anitemised report of such inventory.
16. PRE-EXISTING INTELLECTUAL PROPERTY. Each party any its licensors are, and shall remain, the the sole andexclusive owners of all right, title and interest in and to the Pre-Existing Materials (as defined herein), including all
Intellectual Property Rights (as defined herein) therein. Supplier shall have no right or license to use any ofCompany’s Pre-Existing Materials except solely during the term of this Contract and to the extent necessary toprovide the Services or Deliverables to Company. All other rights in and to the Company’s Pre-Existing Materials
are expressly reserved by Company. ”Pre-Existing Materials” means the pre-existing materials specified in theContract, data, know-how, methodologies, software, products and other materials provided by one party to theother party in connection with this Contract. “Intellectual Property Rights” means all: (i) patents, patent disclosuresand inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos,
corporate names and domain names, together with all of the goodwill associated therewith; (iii) copyrights andcopyrightable works (including computer programs), mask works and rights in data and databases; (iv) trade
secrets, know-how and other confidential information; and (v) all other intellectual property rights, in each casewhether registered or unregistered and including all applications for, and renewals or extensions of, such rights,
and all similar or equivalent rights or forms of protection in any part of the world.
17. CONTRACT DEVELOPMENTS. Supplier will promptly disclose to Company all data, information, discoveries,
inventions, and improvements, whether or not patentable or copyrightable, including any and all modifications toCompany’s specifications or any process related to the Deliverables (regardless as to whether Company specificallyrequested such modification(s)), expressions of computer programs, manuals, databases, and all forms ofcomputer hardware, firmware, and software, conceived, made, first reduced to practice, or developed by Supplierarising out of performance of any services supplied in connection with the delivery of the Deliverables, all referred
to in this Contract as “Contract Developments”. All Contract Developments, including works, mask works or othersemi-conductor topography rights, works of authorship, drawings, labels, photographs, video and soundrecordings, art and software (source code and object code) (whether or not copyrightable), patents, trade secrets,
trademarks, copyrights, moral rights, rights of publicity, or other proprietary or intellectual property right, will be
the sole and exclusive property of Company in respect to any and all countries and their territories andpossessions. Supplier hereby assigns to Company all rights and future rights in such Contract Developments.
Company shall have complete and unrestricted right to use all Contract Developments prepared by Supplier andits sub-suppliers in connection with the performance of services. To the extent any local law prohibits theassignment of such Contract Developments by Supplier to Company, Supplier hereby grants to Company aworldwide, exclusive (even as to Supplier), permanent, royalty-free, fully paid-up license with a right to sublicense
to others, to make, to have made, to use, to have used, to sell, to have sold, to import, and to have imported such
Contract Developments. Supplier will execute and deliver to Company such instruments of transfer and take othersuch action that Company may reasonably request, including, but not limited to, such assignments and otherdocuments required to vest in Company the entire right, title, and interest in and to any copyright associated withsuch Contract Developments. All Contract Developments may be used by Company for any purpose, without
additional compensation to be paid to Supplier. Supplier will perform, at the request of Company, all lawful actsand execute, acknowledge, and deliver all instruments, including assignments, deemed necessary, useful, or
appropriate by Company to vest in Company the entire right, title, and interest in and to such Contract
Developments and obtain and record title to such Contract Developments and to enable Company to prepare,file, and prosecute applications for and obtain patents, copyrights, and other forms of industrial property
protection on such Contract Developments, as well as continuations, divisions, continuations-in-part, additions,reissues, renewals, and extensions of such Contract Developments, as Company at any time deems useful ordesirable to preserve such interests in any and all countries selected by Company, and to obtain and record title
to patents, copyrights, and other forms of industrial property protection and applications for such Contract
Developments, so that Company will be the sole and absolute owner of the Contract Developments in any and all
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countries in which Company may desire such protection. As used in this Contract, “industrial property” includes
patents and copyrights, as well as any other form of industrial or intellectual property protection which is presently
available or applicable, or which may become available or applicable, to Contract Developments, including
developments in expressions of data and computer software. Any reasonable, documented, out-of-pocket
additional costs to Supplier required to satisfy the obligations of this Section will be reimbursed by Company.
Supplier hereby warrants that: (i) each Contract Development was developed through Supplier’s sole and original
efforts and does not infringe the intellectual property or privacy rights of any person; and (ii) Supplier has no otherarrangement that would interfere with assigning all of its interest in the Contract Development to Company.
18. INDEMNIFICATION. Supplier will indemnify, protect, defend or settle (at Supplier’s expense) and hold harmless
Company and its parents, affiliates and its and their directors, officers, employees, agents, successors and assigns,
its customers and the users of the Deliverables and/or Services (“Indemnitees”) from and against all liabilities,
expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, fines and penalties, including, but
not limited to, legal fees, costs and expenses of litigation (“Claims”), that arise out of or are related to: (i) the Services,
the Deliverables, defective Services or Deliverables or their manufacture, delivery, use or misuse; (ii) the
performance of the Contract; (iii) breach of any of the provisions of the Contract; or (iv) actual or alleged
infringement of any present or future or actual or alleged intellectual property right of any third party arising from
Company’s use or sale of Deliverables and/or Services supplied under the Contract, regardless of whether Claims
are caused in whole or in part by any negligence or any act or omission of Supplier, its directors, officers,
employees, subcontractors, agents, representatives, successors or assigns and regardless of whether suchnegligence or acts or omissions were caused in part by the Indemnitees. In the event of an allegation of intellectual
property infringement, Supplier will, at its own expense and at Company’s option, either: (a) procure the right tocontinue using the Deliverables and/or Services; (ii) make such alterations, modifications or adjustments to the
Deliverables and/or Services so that they become non-infringing without incurring a material diminution in
performance or function; (c) replace same with a non-infringing equivalent; or (d) refund the purchase price. Allsuch obligations of Supplier to indemnify, protect, defend and hold harmless Company are in addition to Supplier’s
warranty obligations and all other rights or remedies of Company and will survive acceptance and use of, andpayment for, the Services (including the Deliverables) and completion, termination or cancellation of the Contract.
Any settlement shall require Company’s written consent and Company may have its own counsel in attendance atall proceedings and substantive negotiations relating to such Claims. The parties do not anticipate that TUPE will
apply either on the commencement of the Contract or on its termination. Supplier shall be responsible for andshall indemnify and keep indemnified Company for itself and/or as trustee for any subsequent supplier of theServices against all Claims arising out of the employment or the termination of employment of any person
employed or previously employed by Supplier and who has been engaged in the provision of the Services.
19. INSURANCE. Supplier agrees: (i) to maintain in full force during the term of the Contract and for a period of seven(7) years thereafter insurance to cover any liabilities arising under or in connection with the Contract, including but
not limited to insurance for employer's liability, product liability, public liability, professional liability, cyber security
liability, and environmental liability, where applicable, on the terms and in the amounts commensurate with its
business and risks associated therewith (“Insurance”); (ii) to the extent permitted by law, to waive rights ofsubrogation and contribution against Company, including Company as an additional insured, under policies of
Insurance; (iii) to ensure that Company is made an additional insured on policies of Insurance under terms ofcoverage customary to the risk of loss to which Company is exposed and that the limits of Insurance to which
Company is entitled as an additional insured are no less than the amount of total limits of Insurance applicable toSupplier under all of the policies of Insurance; (iv) to ensure that the policies of Insurance are stated to be
specifically primary to any of Company’s insurance policies, which policies shall be, in all respects, excess to
Supplier’s policies of Insurance; (v) to be solely responsible for any deductibles, self-insured retentions, or otherform of self-insurance under the policies of Insurance; (vi) upon Company’s request, to timely provide written
certification, reasonably acceptable to Company, certifying the material terms of the policies of Insurance.
20. FORCE MAJEURE. Neither party will be in default for any delay or failure to perform its obligations under theContract if caused by an extraordinary, unforeseen, and supervening circumstance not within the contemplationof the parties at the time of contracting and beyond the reasonable control, and without the fault or negligence,of the party affected, including, without limitation, an event which falls into one or more of the following categories:
act of God, fire, flood, storm, earthquake; war (whether declared or not), armed conflicts, riot, civil commotion,
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terrorism, acts of piracy; epidemic; nuclear, chemical or biological contamination; explosion or malicious damage;compliance with a law or governmental order, rule, regulation, or direction, in each case irrespective of whether
the foregoing meet the criteria of force majeure under applicable governing law ("Force Majeure Event"). In orderto claim relief from its obligations in accordance with this clause, the party affected by a Force Majeure Event mustfurnish prompt written notice of any delays or non-performances (including its anticipated duration) after
becoming aware that it has occurred or likely will occur. If Supplier is unable to perform for any reason, Company
may obtain the Services from other sources and reduce its obligations owing to Supplier accordingly without
liability to Supplier. Within three (3) business days after written request by the other party, the non-performing
party will provide adequate assurances that the non-performance will not exceed thirty (30) days. If the nonperforming party does not provide those assurances, or if the non-performance exceeds thirty (30) days, the otherparty may terminate the Contract by written notice given to the non-performing party before performance
resumes.
21. COUNTERFEIT AND SUSPECT GOODS. Supplier warrants that it shall not deliver Counterfeit and Suspect Goods(as defined herein) to Company and shall immediately notify Company if Supplier becomes aware or suspects thatit has delivered Counterfeit and Suspect Goods. When requested by Company, Supplier shall provide
documentation that authenticates the traceability of the affected items. "Counterfeit and Suspect Goods" refers
to materials that are: (i) mislabeled as to source or quality; (ii) falsely labeled as new; (iii) fraudulently stamped or
identified as having been produced to high or approved standards; (iv) an authorized copy of a known productwithin the industry; (v) misrepresented in some way by the Supplier; or (vi) items for which credible evidence(including, without limitation, visual inspection or testing) provides reasonable doubt that the part is authentic.
Supplier shall indemnify Company for all claims relating to Counterfeit and Suspect Goods, including, without
limitation, Company's costs of removing Counterfeit and Suspect Goods and installing replacement goods,
including any reinstallation testing. Supplier shall include this Section or equivalent provisions in lower tiersubcontracts for the delivery of items that will be included in or furnished as Deliverables to Company.
22. CODE OF CONDUCT. Supplier acknowledges that it has access to, has read, and understands Company’s Supplier
Code of Conduct as published at https://www.howmet.com/supplier-code/, which URL or Code of Conduct may be
updated from time to time. Any such change shall not affect the applicability of the material referenced therein.
23. HAZARDOUS AND DANGEROUS GOODS AND MATERIALS. Supplier warrants: (i) that any chemical substance or
mixture delivered to Company pursuant to the Contract is lawfully available for sale and use; (ii) that chemical
substances or mixtures delivered hereunder will be properly packaged with all appropriate warning labels,
instructions for use, and notices, and that, if such chemical substances or mixtures are supplied in bulk, Supplier
will provide Company with an adequate supply of such warning labels, instructions, and notices for use inCompany’s facilities; (iii) that Supplier will supply with, or before, delivery, and at any other time upon Company’s
request, all information known to Supplier with respect to potential hazards, including possible toxic or harmful
effects, related to the handling, use, storage, disposal, or transportation of any chemical substances or mixturesdelivered hereunder, and any precautions that should be taken to eliminate or reduce to a minimum such hazards;and (iv) that Supplier will ascertain and furnish all information about the Deliverables required by Company tocomply with all safety-related laws and regulations (including, without limitation, those relating to applicable rightto-know laws and occupational safety and health acts), and with laws and regulations regarding composition,
ingredients, or otherwise, including promptly furnishing to Company upon written request a list of all ingredients
therein and the amounts thereof and information concerning any changes in such ingredients thereafter. Supplier
agrees that it will, upon Company’s request, accept the return of unused toxic or hazardous chemical substancesor mixtures delivered to Company pursuant to the Contract. Supplier will not deliver any Deliverables containing
asbestos. Furthermore, Supplier warrants that any metal delivered under this Contract does not contain any
regulated radioactive materials. Supplier agrees to indemnify and hold Company harmless from any and all Claims
resulting from or arising under, in whole or in part, a breach of the foregoing warranty. Supplier agrees to be
responsible for proper removal and disposal of any such materials and to pay the costs of any necessary cleanup.
24. CONFLICT MINERALS. Any goods to be supplied by Supplier to Company that contain conflict minerals as definedby Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act) and U.S. Securities andExchange Commission regulations implementing the Act (Rule) will only come from sources that are not known by
Supplier, after due inquiry, to directly or indirectly finance or benefit armed groups or conflict, including in the
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Democratic Republic of the Congo or any adjoining country. Supplier agrees to: (i) cooperate with Company inconducting any due diligence in accordance with the Rule; (ii) comply with reasonable requests for information inorder to facilitate compliance with the Rule and any other similar law, rule or regulation currently in place or
adopted in the future; and (iii) maintain records related to the Rule.
25. FORCED LABOUR. Supplier shall not, and shall ensure that its suppliers, subcontractors and other business
partners involved in the provision of the Services, Deliverables or goods (“Subcontractors”) do not use any form ofconvict, indentured or forced labour, including forced or indentured child labour, labour of North Korean citizens
or nationals, labour of Uyghurs in and around Xinjiang, China or any similar groups (“Forced Labour”) at any stageof the development, mining, production, manufacturing or other process for the Services, Deliverables or related
goods or any of the components of such Deliverables or goods. Supplier shall maintain in effect a program ofmonitoring and auditing its Subcontractors to ensure that they do not use Forced Labour in the development,
mining, production, manufacturing or other process for the Services or related goods at any time, including in the
production of raw materials or component parts for the Deliverables or goods. If Company determines that
Supplier is in violation of the terms of this Section, in addition to any other rights and remedies Company may haveunder this Contract or at law or in equity, Company shall have the right to immediately cancel the affectedpurchases and terminate the Contract without any liability or further obligation to Supplier.
26. ANTI-CORRUPTION. Supplier shall not offer or use, directly or indirectly, any money, property or anything of value
received by Supplier under or pursuant to the Contract to influence improperly or unlawfully any decision,
judgment, action or inaction of: any official, employee or representative of any government or agency or
instrumentality thereof, or of any government owned or partially government owned entity, or any other personor entity, in connection with or relating to the subject matter of the Contract or any supplement or amendment
hereto. No payment shall be made nor shall any transaction be entered into in connection with the Contract thatis illegal, improper or is intended to unduly or improperly influence any third party, including nut not limited to, bymeans of extortion, any kickback or bribery. Without prejudice to the generality of the forgoing Supplier shall, andshall ensure that all of its employees and any persons performing services on its behalf shall, fully comply with allapplicable laws, statutes, regulations, directives and codes relating to anti-bribery and anti-corruption, including,but not limited to, the Bribery Act 2010, the Foreign Corrupt Practices Act 1977 and laws enacted in accordancewith the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions. If Supplier or any person performing services on its behalf
breaches the terms of this provision, Company may immediately terminate the Contract without any liability.
27. DATA PRIVACY. Supplier warrants and undertakes that Supplier's processes, services and treatment of all personal
data that it may receive, access and/or process on behalf of Company (and/or Company's employees, customers
or suppliers) or otherwise in connection with the Contract (collectively, “Personal Information”) comply with allapplicable federal, state and international laws regarding privacy or Personal Information and any national
implementing laws, regulations and secondary legislation (as amended and collectively, “Privacy Laws”) and that
Supplier shall comply with such Privacy Laws. In particular, Supplier shall ensure that any Personal Information isprocessed by Supplier only as needed, to the extent necessary to perform this Contract, and in accordance with
the instructions of Company and that the Supplier shall: (i) retain the Personal Information only as long as isnecessary for the purpose for which such Personal Information is processed; and (ii) take all reasonable steps toensure that the Personal Information is protected from misuse, interference and loss and unauthorized access,modification and disclosure. Supplier shall not transfer any Personal Information to any third party without theprior consent of Company. If applicable, Supplier agrees to execute a data processing agreement with Company
in a form acceptable to Company to ensure ongoing privacy protection for individuals. Without limiting Supplier’s
obligations under the Privacy Laws, Supplier will notify Company immediately in writing of any: (a) actual orsuspected breach of this Section; (b) complaint or request by any individual concerning Personal Information or
relating to Company's obligations under any of the Privacy Laws; or (c) actual or suspected unauthorized access,disclosure or loss of Personal Information. Supplier will provide full cooperation and assistance to Company
regarding any such complaint, request or unauthorized access, disclosure or loss. If Supplier fails to comply withthis Section, the applicable data processing agreement or any of the Privacy Laws, Company may immediately
terminate this Contract without further liability. Supplier agrees that it will not notify any individual or body of any
actual or suspected unauthorized access, disclosure or loss of the Company’s Personal Information without theCompany’s prior written consent. By submitting business contact and personal information about Supplier and/or
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its employees or subsuppliers to Company, Supplier consents to the collection, processing, storage, use andtransfer of that information to/by Company and all its controlled entities, affiliates and subsidiaries in the UnitedStates, Europe and elsewhere and their authorised third-party contractors or agents for the purpose of: (x)facilitating Supplier's business relationship with Company; (y) enhancing Company's ability to contact Supplier andits employees; and (z) enabling Company to process and track Supplier's transactions with Company throughvarious internal systems and external third parties (“Company’s Purpose”). Supplier warrants and undertakes that
it will obtain all the necessary consents from the relevant individuals and fulfil all the obligations under the Privacy
Laws before submitting any personal information to Company for Company’s processing of such personal
information as agreed in the Contract. Company shall use the information supplied solely for the Company’s
Purpose and shall store the data for as long as is necessary to be able to complete the Company’s Purpose. When
processing such personal information, Company shall comply with the Privacy Laws. If applicable, Company agrees
to execute a data processing agreement with Supplier to ensure ongoing privacy protection for individuals. For
the avoidance of doubt, the lack of data processing agreement signed by the parties means that neither party
processes Personal Information on behalf of the other party.
28. INFORMATION SECURITY. Supplier must ensure that all Confidential Information is appropriately protected.
Supplier, and its representatives, agents, sub-suppliers, contractors and subcontractors, must protect Confidential
Information from unauthorized access, destruction, loss, use, modification and/or disclosure, irrespective of theaccidental or unlawful nature of such access, destruction, loss, use, modification and/or disclosure, throughappropriate physical and electronic security procedures and safeguards, including mitigating emerging risk to
information systems by implementing appropriate information/cyber security programs. Supplier must act
promptly to identify any harmful or malicious code and to implement appropriate mitigation and remediation
efforts to address any such harmful or malicious code. Supplier must report to Company any suspected or actual
data breach or security incident as soon as the Supplier becomes aware of it. Further, Supplier shall: (i) maintainthe level of information security agreed by the parties, including, but not limited to, any relevant certifications, suchas the Cybersecurity Maturity Model Certification, if applicable, throughout the term of the Contract and shall notdecrease such agreed security level without the Company’s prior approval; and (ii) notify Company in writing if the
Supplier is unable to maintain the agreed security level. Additionally, Supplier shall allow Company to embed codein Company files, such as drawings, that can transmit a signal to Company each time such file is opened from a
network and/or device not owned by the Company so as to enable the Company to detect when such files arebeing used in non-Supplier and non-Company locations, which usage may be the result of misappropriation ofsuch files by a third party.
29. PROTECTION OF CDI/CUI. Supplier shall meet all requirements set forth in this Section (“CDI/CUI Requirements”) if
Supplier will be: (i) receiving Covered Defense Information (“CDI”) as defined in 48 CFR 252.204-7012, including
Controlled Unclassified Information (“CUI”); (ii) processing, storing or transmitting CDI or CUI; or (iii) accessing
Company’s systems or facilities where CDI or CUI is stored. The CDI/CUI Requirements are: (a) Supplier represents
and certifies that it is compliant with the requirements of 48 CFR 252.204-7012, as applicable; (b) Supplierrepresents and certifies that it will comply with International Traffic in Arms Regulations (“ITAR”) or Export
Administration Regulations (“EAR”) requirements for export-controlled data, including by not allowing any “foreign
persons” (as defined in 15 CFR 772.1 and 22 CFR 120.15) access to CDI or CUI or any Company systems or facilities;and (c) if Supplier is a cloud service provider and will store, process or transmit CDI or CUI, Supplier represents
and certifies that it meets security requirements equivalent to those established by the United States Government
for the Federal Risk and Authorization Management Program (“FedRAMP”) Moderate baseline.
30. COMPLIANCE WITH TRADE CONTROLS. Supplier warrants and agrees that: (i) Supplier's provision of any Services,
Deliverables, goods, commodity, software, or technology will not cause Company to: (a) violate any applicable Trade
Controls (as defined herein); (b) unless otherwise agreed between the parties elsewhere in the Contract, beidentified as "Importer of Record" or a party to the importation of Services, Deliverables or goods; or (c) unlessotherwise agreed between the parties elsewhere in the Contract, be responsible for obtaining or submitting any
required licences, approvals or notices or be responsible for the payment of any associated duties, taxes or fees;(ii) Supplier will cooperate with Company as required to ensure Company's compliance with Trade Controls andprovide information that is accurate and necessary to comply with Trade Controls or to receive any related
benefits, credits or rights; (iii) transferable credits or benefits associated with the Services, Deliverables or goods,
including trade credits, export credits or rights to the refund of duties, taxes or fees, belong to Company, unless
HOWMET STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF OUTSOURCED MANUFACTURING - Rev. July 2024 – Page 10 of 14otherwise prohibited by applicable law; (iv) neither Supplier, not its sub-suppliers or agents, is a Sanctioned Person(as defined herein); (v) none of the Services, Deliverables, goods, commodities, software or technology provided
are sourced from Forced Labour, Sanctioned Persons or Sanctioned Countries; (vi) Supplier will comply with all
regulatory and administrative requirements associated with the import or export of any Services, Deliverables,
goods, commodity, software or technology in connection with this Contract; and (vii) neither Supplier, nor its subsuppliers or agents, will, at any time whatsoever or under any circumstances whatsoever, export, reexport ortransfer any Confidential Information when to do so would be contrary to or in violation of any law, rule, order or
regulation including laws, rules, orders and regulations concerning the export of data and information. “Trade
Controls” shall mean, without limitation, economic sanctions, export or import controls or anti-boycott laws, rules,
regulations or orders. “Sanctioned Countries” shall mean countries or territories, or the governments of which,that are subject to comprehensive or near-comprehensive Trade Controls. “Sanctioned Persons” include: (x) thoseindividuals and entities designated on a United States, European Union, United Kingdom, United Nations or otherapplicable sanctions or export-restricted party list; (y) individuals or entities in a Sanctioned Country; and (z) entities
owned fifty percent (50%) or more in the aggregate or controlled by one or more individuals or entities in (x).
31. INDEPENDENT CONTRACTOR. Supplier is and will remain an independent contractor of the Company. No
employee, agent or representative of Supplier or its subcontractors will be deemed to be an employee ofCompany.
32. ELECTRONIC COMMERCE. Supplier acknowledges that Company currently uses, or will in the future use, anelectronic “business to business” framework to facilitate the transmission of Key Documentation (as defined herein)
relating to the purchase of Services or Deliverables hereunder. For purposes of this provision “Key Documentation”
means Purchase Orders, order confirmations, advanced shipping notices (ASN), change orders, invoices and othersimilar documentation which form a part of the Contract. Supplier acknowledges and agrees that: (i) it has in placecurrently, or will implement as soon as possible after execution hereof, the system designated by Company tofacilitate transmission of Key Documentation electronically; and (ii) Key Documentation transmitted hereunder bysuch methods will not be deemed invalid solely because it has been transmitted or executed electronically. To theextent required by Company, each authorized representative of a party will adopt a unique, verifiable digital
identification consisting of symbols or codes to be transmitted with each electronic transmission and use of digital
identification will be deemed to constitute a “signature” and will have the same effect as a signature on a written
document.
33. CHANGES. Company may, at any time, in writing, make changes to the general scope of the Contract, includingchanges to drawings, designs, specifications, materials, or packing, and Supplier will continue performance of theContract as so changed. If any such change causes an increase or decrease in the cost of, or time required for,the performance of Supplier’s obligations under the Contract, an equitable adjustment will be made to the priceor delivery schedule, or both, and the Contract will be modified in writing accordingly. Any claim by Supplier for
any adjustment hereunder must be made within fifteen (15) working days of the date Supplier is first notified of
the change. Supplier’s compensation shall not exceed the maximum amount set forth in the Purchase Orderwithout a writing expressly authorizing the increase signed by the Company. If Supplier or any supplier of Suppliermakes or intends to make any change to the process, materials or design details of the Deliverables, including raw
materials or parts used in the manufacture of the Deliverables, such changes, including, without limitation, changes
to the production process, manufacturing equipment, manufacturing location, raw materials, the identity of thesubsupplier of raw materials or between a manual and automated process, such change shall be a “Material
Change”. Supplier must promptly notify Company in writing of any Material Change. Additionally, if a Material
Change could affect the Deliverables or any component part thereof with regard to quality, functionality, form,
stability, safety or otherwise fitness for its intended purpose, Supplier shall at its own expense promptly send
Company product samples complete with test reports indicating the test instrument used (such samples and test
reports, together, the “Conforming Samples”), and shall verify the Conforming Samples’ specifications comparedto the specifications and performance of the Deliverables as agreed to in the Contract. In the event Company
determines, using its good faith judgment, that a Material Change renders the Deliverables incompatible for theuse for which Company is purchasing the Services and Deliverables, Company shall provide written notice of suchincompatibility to Supplier within sixty (60) days after receipt of notice of such Material Change and the Conforming
Samples, if applicable. Supplier shall only make or allow a supplier of Supplier to make a Material Change
necessitating the provision of a Conforming Sample after Company’s prior written approval.
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34. TERMINATION. Company may terminate the Contract, in whole or in part, at any time for convenience by giving
one (1) month’s prior written notice to Supplier. After receiving written notice of termination, Supplier will
immediately cease production and delivery of all Deliverables and/or performance of the Services indicated in thenotice of termination and immediately take all actions to mitigate any liabilities incurred as a result of thetermination. Unless such termination is due to default of Supplier or failure of Supplier to assure adequate
performance, Company will pay Supplier, on a pro rata basis, for Services delivered as of the date of termination.
Upon such payment, all finished goods for which Company has paid will become the property of Company and will
be released by Supplier to Company for pick-up and removal, upon demand. The provisions of this condition arewithout prejudice to any other rights or remedies of Company, including those resulting from default by Supplierhereunder. Company will have the right to terminate the Contract, in whole or in part, if the Deliverables and/or
Services are, in Company’s judgment, non-conforming or defective or not delivered as scheduled, or if Supplierfails to comply with or fulfil at any time any of the terms and conditions of the Contract, or with Company’s shipping
and billing instructions, or if, in Company’s opinion, the credit or ability of Supplier to perform the Contract
becomes impaired, whereupon Company will have the continuing right to obtain Services or Deliverables fromanother source. The provisions of this clause are without prejudice to any other rights or remedies of Company,
including those resulting from default or breach by Supplier hereunder.
35. TRANSITION OF SUPPLY. In connection with termination of the Contract or Company’s decision to change to analternate source of supply of the Services , Supplier will cooperate in the transition, including the following(collectively, “Transition Support”): (i) Supplier will continue delivery of all Deliverables and/or Services as orderedby Company, at the prices and other terms stated in the Contract, without premium or other condition, during theentire period reasonably needed by Company to complete the transition to the alternate supplier(s), such that
Supplier’s action or inaction causes no interruption in Company’s ability to obtain Services as needed; (ii) makeavailable for collection all Company Materials and (iii) subject to Supplier’s reasonable capacity constraints, Supplier
will provide special services as expressly requested by Company in writing. If the transition occurs for reasons
other than Supplier’s breach, Company will, at the end of the transition period, pay the reasonable, actual cost of
Transition Support as requested and incurred, provided that Supplier has advised Company of its estimate of suchamounts and obtained Company’s prior written consent prior to incurring such amounts. Any costs incurred by
Supplier without Company’s prior written consent shall not be reimbursed by Company.
36. COMPANY NAME/LOGO. Supplier may not use Company’s name and/or logo in any manner other than as may be
identified in the Contract without first obtaining written permission from Company.
37. ENTIRE AGREEMENT. The Contract constitutes the entire agreement and understanding between the parties inrespect of its subject matter and supersedes any previous agreement, warranty, statement, representation,
understanding or undertaking (in each case whether written or oral) given or made by, or on behalf of, the parties
and relating to its subject matter. Custom and practices agreed or applied by the parties in their businessinteractions before shall not form part of the Contract. Customs, which are widely and continuously applied in thegiven industry by the parties of similar contracts, shall also not form part of the Contract either. This Contract may
not be modified except by a writing signed by the parties. Each party confirms that it has not relied upon, and(except as otherwise explicitly set forth in this Section) shall have no remedy in respect of, any agreement, warranty,
statement, representation, understanding or undertaking made by any party (whether or not a party to theContract) unless that warranty, statement, representation, understanding or undertaking is expressly set out in
the Contract. Except as explicitly set forth in this Section, neither party shall be entitled to the remedies ofrescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty,
statement, representation, understanding or undertaking whether or not it is set out in the Contract. Nothing in
the Contract shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent
misrepresentation. Notwithstanding the expiration, termination or cancellation of this Contract, it is agreed thatthose rights and obligations which by their nature and context are intended to survive such expiration, terminationor cancellation will survive beyond such expiration, termination or cancellation.
38. NO WAIVER. Any delay or failure by a party in exercising, or any waiver by a party of, its rights under or in connection
with the Contract will not limit or restrict the future exercise or enforceability of those rights. No term or provisionof this Contract shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and
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signed by the party claimed to have provided such waiver or consent. No waiver of any right shall constitute a
waiver of any other right, whether of a similar nature or otherwise.
39. SEVERANCE. If any term, provision, covenant or condition of these Terms and Conditions is held invalid or
unenforceable by a court of competent jurisdiction for any reason, the remaining provisions of these Terms andConditions shall continue in full force and effect and that provision (or partial provision) shall be deemed deleted,provided the effectiveness of the remaining portions of these Terms and Conditions will not defeat the overall
intent of the parties. In such a situation, the parties agree to negotiate in good faith to establish a replacement
provision to accomplish the originally intended effect to be incorporated into these Terms and Conditions.
40. ASSIGNMENT AND SUBCONTRACTING. Neither the Contract, nor Supplier’s rights and obligations hereunder, areassignable by Supplier without the prior written consent of Company. No such consent or assignment will release
Supplier or change Supplier’s liability to perform all of its obligations under the Contract. Any attempted
assignment without the prior written consent of Company will be null and void. Unless otherwise specified, Suppliermust obtain Company’s written permission before subcontracting any portion of the Contract. Except for the
insurance requirements set forth herein, all subcontracts and orders thereunder will require that thesubcontractor be bound by and subject to all of the terms and conditions of the Contract. No subcontract ororder will relieve Supplier from its obligations to Company, including, but not limited to, Supplier’s insurance andindemnification obligations. No subcontract or order will bind Company. Supplier will promptly replace any
employee or subcontractor that Company considers unfit or otherwise unsatisfactory.
41. COMPLIANCE WITH LAWS. Supplier represents and warrants that Supplier complies and will remain in compliancewith all applicable international, federal, state, municipal and local laws, regulations, rules, orders, ordinances andcodes of any authority, governmental or otherwise, having jurisdiction (collectively, "Laws"). If, and to the extent
that, any such Laws require Supplier or Company to engage in due diligence efforts or the collection, disclosure,reporting or retention of documentation or information, Supplier shall engage in such required activity and comply
with Company's reasonable requests related to such due diligence efforts, documentation or information as
required to facilitate Company's compliance with the Laws.
42. SUBCONTRACTOR FLOW-DOWNS FOR UNITED STATES GOVERNMENT CONTRACTS. Where the Services,
Deliverables or related goods being procured by Company from Supplier are in support of a United States
Government end customer or an end customer funded in whole or part by the United States Government, Supplier
agrees to comply with the Supplemental Terms and Conditions for Orders Associated with U.S. Government
Contracts set forth at https://www.howmet.com/supplier-terms-conditions/, all of which are incorporated into theContract. This URL or the terms may be updated from time to time and any such change shall not affect the applicabilityof the material referenced therein.
43. THIRD PARTY RIGHTS. A person who is not a party to this Contract shall not have any rights under any applicablelaw, regulation or otherwise to enforce any term of this Contract.
44. GOVERNING LAW AND JURISDICTION. The Contract and any non-contractual obligations arising out of or inconnection with it shall be governed by and construed in accordance with the laws of the country of incorporationof the Company. Any dispute or claim arising out of or in connection with the Contract or its subject matter orformation (including any non-contractual dispute or claim) shall be subject to the exclusive jurisdiction of the courtsof the country of incorporation of the Company, and the parties hereby irrevocably submit to the exclusive
jurisdiction of these courts for these purposes. The application of the United Nations Convention on Contracts for
the International Sale of Goods ("CISG") is hereby expressly excluded.
45. BACKGROUND CHECKS. Supplier, at its own expense, will have background checks performed on each employee
or independent contractor that will be assigned to work on premises owned, leased or otherwise controlled byCompany in connection with this Contract. The results of the background checks will be reviewed by Supplier prior
to the placement of an employee or independent contractor. Supplier agrees and acknowledges that the
information gathered in a background check will not be used in any manner prohibited by or in violation of any
applicable Laws.

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46. CUMULATIVE REMEDIES. Time is of the essence with respect to Supplier’s performance hereunder. The Services
shall be performed and the Deliverables will be delivered in strict conformity with the dates and schedules
referenced in the Contract. Any remedies provided herein to Company are cumulative and in addition to any otherremedies provided in law or equity or by statute.

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