SUPPLIER TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS COMPONENTS AND ASSEMBLY AND OTHER SERVICES

These Supplier Terms and Conditions for Purchase of Products, Components and Assembly and Other Services (STC) constitute a legally binding agreement between ComAp and the Supplier for the purchase of Products.

DEFINITIONS

Agreement - means a bilateral legal relationship between ComAp and the Supplier the terms of which are expressed in the Order connected to the sale and purchase of Supplies and in these STC;

ComAp – means ComAp a.s., U Uranie 1612/14a, 170 00 Prague, Czech Republic, or, if specified otherwise, its subsidiaries and sales affiliates belonging to the ComAp Group;

Contracting Parties - means ComAp and the Supplier;

Documentation – means the Supply documentation that defines the characteristics, specifications or other requirements prepared by ComAp for the manufacturing process of a customized Supply, or any versions thereof;

Incoterms 2010 - means the international rules for the interpretation of trade terms published by the International Chamber of Commerce;

Intellectual Property Rights - means trademarks, geographical indications, industrial designs, patents, layout-designs (topographies) of integrated circuits, i.e., registered intellectual property rights, applications for any of these rights, copyrights, design rights, know-how, confidential information, trade and business names, database rights, underlying algorithms, guides and any other intellectual property rights and similar rights in any country;

Manufacturing Process Description – means a document related to a Supply prepared by the Supplier in accordance with Section 3.4.

Order – means ComAp’s order to purchase defined quantity of Supplies (closed order) or undefined quantity of Supplies for a specified or unspecified period of time (open order) from the Supplier;

Order Confirmation – means the Supplier’s written acknowledgement and acceptance of ComAp’s order to purchase Supplies;

Price - means the sums to be paid by ComAp to the Supplier for the purchase of Supplies;

Delivery Date - refers to the date on which the Supply will be delivered to the place of delivery;

Supplier – means any person or company from whom ComAp purchases Supplies;

Supply/Supplies – means any asset/s that ComAp agrees to purchase from the Supplier or any assembly or other services that ComAp agrees to be performed by the Supplier under the Agreement;

STC – mean these Supplier Terms and Conditions for Purchase of Products, Components and Assembly and Other Services; and

Warranty – means warranty provided by the Supplier in accordance with Section 6.1.

1. SUPPLIER TERMS AND CONDITIONS

1.1. The rights and obligations of the Contracting Parties are governed by these STC even if the Supplier's quote or order confirmation states otherwise. Any terms other than the terms included in these STC or in the Agreement will be disregarded in compliance with these STC. ComAp presumes that the Supplier is familiar with these STC, understands them and agrees with them. ComAp is entitled to modify these STC from time to time.

1.2. If the Supplier proposes any amendments, additions or alterations to the STC, such a proposal will be deemed a counteroffer and will only be effective if confirmed by ComAp in writing.

1.3. Any modification of these STC will be announced by ComAp at least 30 working days before its effective date at ComAp website and/or by another suitable channel. Should the Supplier not agree with the proposed modification of these STC, the original version of the STC, effective as of the date of the execution of the Agreement will remain effective. If the Supplier agrees to the modification of these STC or, fails to respond within 30 days from being informed about the modification, the Supplier will be deemed to agree with the proposed modification and to be bound by it.

1.4. Corrections of grammatical errors, typos or factual inaccuracies in calculations or identification details of public authorities, work positions, product names, ComAp's documentation and correction or completion of other parts of these STC which do not impair the position of the Supplier are not considered modifications of these STC.

1.5. The valid and effective version of these STC is available at www.comap-control.com

2. CONCLUSION OF AGREEMENT

2.1. These STC apply to the written Order sent by ComAp to the Supplier to whom the Order is addressed.

2.2. If the Supplier provides a quote that precedes ComAp’s Order, the Order will be deemed to include all terms and conditions contained in such a quote.

2.3. Every Order must be confirmed by a written Order Confirmation issued by the Supplier. If ComAp does not receive the Order Confirmation within fourteen (14) days from the date of the Order, ComAp reserves the right to cancel the Order without any obligation whatsoever.

2.4. Each Order will constitute an Agreement upon the receipt of the Order Confirmation by the Supplier. An Order which is not confirmed but which is performed by the Supplier, in full or in part, will also be considered to constitute an Agreement. The Agreement will incorporate these STC and prevail over any other terms that the Supplier seeks to impose or incorporate, including any terms the Supplier may attach to, or refers to, in any quotation and/or in the Order Confirmation.

2.5. Any amendments, additions or alterations to the Order made in the Order Confirmation will be deemed a counteroffer and will only be effective if ComAp confirms them in writing.

2.6. In case of any conflict between the individual documents which constitute the Agreement, the documents will prevail in the following order: 1. Agreement, 2. STC, 3. INCOTERMS (2010), and 4. any other documentation related to the particular business case.

3. SPECIFICATION AND CHANGES

3.1. If ComAp provides the Supplier with the Documentation, the Supplier will acknowledge the receipt of the Documentation no later than within 5 working days in writing. By acknowledging the receipt of the Documentation, the Supplier confirms its clarity, unambiguity, and completeness for use in the manufacturing process and purchases of necessary components. The Supplier will be responsible for complying with all applicable regulations and other legal and regulatory requirements concerning the Supply, and for ensuring that ComAp may fully utilise the Supply for its intended purposes.

3.2. The Documentation may require the Supply to be manufactured by defined component, materials, or processes, or by a defined manufacturer.

3.3. If the Documentation does not meet necessary requirements or is unsuitable, the Supplier will inform ComAp immediately. In the event that ComAp fails to remedy the defects, the Supplier will have the right to refuse to accept the Documentation. The Documentation remains at all times the sole property of ComAp.

3.4. ComAp may require the Supplier to prepare a Manufacturing Process Description. A Manufacturing Process Description includes a list of components, technological and work procedures and management and quality control rules in detail necessary for the manufacturing, testing, packaging and storage of the Supply in accordance with the Documentation.

3.5. ComAp may at any time request a modification of the characteristics of the Supplies, the production process, or packaging or logistics specifications. In such a case, the Supplier will promptly, but not later than within 10 working days, provide ComAp with a feasibility proposal which will include a schedule, together with an analysis of the potential consequences for the quality/reliability of the Supplies, and the impact on the Price and Delivery Date. The Contracting Parties will discuss these elements within a timeframe that, to the extent possible, accommodates the scheduled implementation date in order to find a balance between the technical and business aspects of implementing the proposed change. If, following such discussions, it is impossible to find a balance that accommodates the interests and limitations of the Contracting Parties, ComAp may either withdraw the modification request or terminate the Agreement. If the Contracting Parties achieve an agreement on the modification, they will conclude an amendment to the Agreement and the Supplier will change the Manufacturing Process Description accordingly. The agreement on the modification does not relieve the Supplier of the responsibility specified in Section 4.1.

3.6. At any stage before Delivery Date or in case of termination of the Agreement, ComAp is entitled to request the purchase of the components or materials to be used for the manufacture of the Supply from the Supplier at prices customary at the place and time.

3.7. The Supplier may not sub-contract or delegate performance of the Supply without prior consent from ComAp.

3.8. The Supplier may not make any changes to the Supplies, and notably may not change the components, materials, processes or the manufacturing site, without prior consent from ComAp.

3.9. ComAp may inspect any Supply during manufacturing and storage, provided that ComAp requests the inspection reasonably in advance.

4. DELIVERY

4.1. Delivery Date as specified in the Agreement is of the essence and must be strictly adhered to.

4.2. The Supplier is obliged to inform ComAp immediately in writing, should circumstances arise or become known to it which may result in the Supplier not being able to meet the Delivery Date; at the same time the Supplier must inform ComAp about the estimated duration of the delay.

4.3. ComAp will only be obliged to accept delivery of the quantities or piece numbers ordered at the specific time ordered. Deliveries which exceed or fall short of the quantity specified in the Agreement will only be permitted where previously agreed with ComAp.

4.4. Unless indicated otherwise in the Agreement, the place of delivery of the Supply is the address of ComAp. Delivery will be effected as Delivered Duty Paid (DDP).

4.5. The Supply must be properly packaged, marked, and shipped in compliance with (i) applicable local, national, and international regulations; (ii) generally accepted industry standards, and (iii) ComAp’s instructions, if any. The Supply must be packaged in such a manner as to avoid any damage in transit. Packaging materials will only be used to the extent that same are necessary to achieve this purpose. It will only be permitted to make use of environmentally sustainable packaging and filling materials which do not impair recycling. Hazardous goods must bear prominent warnings on all packaging and documents.

4.6. The Order number will be stated on all related correspondence and shipping documents. A delivery note must be included with every shipment.

4.7. The Supply must be supplied with all documents necessary for the operation, maintenance and repairs of the Supply in a written or electronic form.

4.8. In the event of any delay in the delivery of the ordered Supply or any part thereof, the Supplier will be liable to pay damages. In addition, ComAp will be entitled to purchase the ordered Supply or any part thereof from other sources and/or to withdraw from the Agreement at its discretion.

4.9. Without prejudice to the above provision, in the event of delayed delivery, ComAp will be entitled to liquidated damages amounting to 0.2% of the total net value of the ordered Supply per each day of delay up to a maximum of 10% of the total net value of the ordered Supply.

Inspection and Acceptance

4.10. All Supplies will be subject to inspection and approval by ComAp. ComAp may authorize a third party to perform the inspection of the Supplies on its behalf.

4.11. ComAp will have the right to accept the delivered Supply or give the Supplier notice of rejection or revocation of acceptance, regardless of any prior payment, test, inspection, or transfer of ownership title. No inspection, test, delay, or failure to inspect, test or discover any defect or other nonconformity will relieve the Supplier of any obligations under the Agreement or impair any rights or remedies that ComAp is entitled to. If the acceptance is rejected or revoked, ComAp has the right to request replacement of the unaccepted Supply as soon as reasonably practicable, but not later than within one month.

4.12. If the packaging of the Supply appears to be visibly damaged at the time of delivery, ComAp may reject the delivery without performing any further inspection.

4.13. ComAp reserves the right to reject any shipment from the Supplier or any part thereof that does not contain the exact quantity of items ordered for that shipment. The Supply must not be delivered in partial shipments unless the Agreement explicitly states otherwise.

4.14. ComAp reserves the right to inspect the Supply at any stage during manufacturing and delivery and reject such portion thereof as may be found defective, not in conformity with the specification or not fit for their intended purpose without invalidating the remainder of the Order.

4.15. Acceptance of or payment for the Supply will not constitute a waiver of warranties.

Risk an Title

4.16. Shipment will take place at the Supplier’s risk. The risk of any deterioration, including accidental perishing of the Supplies, will thus remain with the Supplier until delivery to the place of delivery agreed in the Agreement and its acceptance by ComAp.

4.17. The ownership of the Supplies is transferred to ComAp at the moment of acceptance of the Supplies by ComAp.

5. PRICE AND PAYMENT CONDITIONS

5.1. The applicable Price is the price given in the Agreement. Prices are all inclusive and include all costs, risks, charges and obligations of any sort incurred by the Supplier in relation thereto and take account of all the elements that constitute the Agreement. No changes may be made to the Price without the express agreement of the Contracting Parties following good faith negotiations.

5.2. If ComAp requests a change in the Price which is, following good faith negotiations, rejected by the Supplier, ComAp may terminate the Agreement.

5.3. The Supplier will provide to ComAp an itemized breakdown of the quantities, prices and expenditures for labour and materials used in the Supply, upon ComAp’s request and in the form prescribed by ComAp.

5.4. Where the Supplier and ComAp entered into the Agreement to purchase undefined quantity of Supplies for a specified or unspecified period of time (open order) from the Supplier, the Supplier will implement a system that enhances the competitiveness of the Supplies and delivers continuous improvement of the Supplies with the aim of reducing the Price by at least 2% per every year of the term of the Agreement.

Payment Conditions

5.5. The Supplier will submit invoices in an auditable form which will comply with all applicable laws, generally accepted accounting principles and the specific requirements of ComAp and contain the following minimum information: Supplier name, address and contact person including contact details; invoice date; invoice number; Order number and Supplier number; quantity; specification of the Supply; price (total amount invoiced); currency; tax amount; tax registration number; and/or other customs identification number, if applicable. Invoices must be sent to ComAp electronically with the appropriate documents attached in pdf format after the delivery of the Supply to the following e-mail address: invoice@comap-control.com.

5.6. ComAp will not be able to process invoices where the Order number is not indicated; the Supplier will be liable for all consequences ensuing from its failure to comply with this obligation.

5.7. ComAp will pay to the Supplier the total amount invoiced within 60 days from the delivery of the invoice (including electronic invoices issued in standard electronic form) that meets all the requirements specified in these STC.

5.8. The Supplier will not set off any due or undue claims against ComAp's or assign any claims against ComAp to any third party without the prior written consent of ComAp.

6. LIABILITY FOR DEFECTS AND WARRANTY ISSUES

6.1. In addition to all express warranties set forth in the Agreement and all warranties implied in fact or law, the Supplier expressly represents and warrants that all Supplies sold by the Supplier to ComAp will: (i) be of good quality and workmanship and free from any defects; (ii) comply with all applicable laws, statutes and regulations concerning the manufacturing, packaging, sale and delivery of the Supplies (iii) conform to and perform in accordance with all requirements of the Agreement, including, without limitation, all specifications, drawings and descriptions; (iv) be merchantable and fit for the particular purpose for which ComAp has informed the Supplier the Supplies are to be used; (v) not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party and (vi) be delivered free from any third-party security interest, lien or other encumbrance.

6.2. If the Warranty is subject to a condition stipulated in any of the Supplier’s instructions or Supply manuals, the Supplier may reject a warranty claim for a defect resulting from non-compliance with such a condition only if ComAp accepted such an instruction or manual in writing.

6.3. Unless agreed otherwise in the Agreement, the Warranty is global and is not limited to the territory in which ComAp’s domicile is located. The Supplier acknowledges and agrees that the Supply may be used or resold, separately or as a part of another product, anywhere outside ComAp’s domicile.

6.4. The Warranty will extend to ComAp, its successors and ComAp's customers to which Supplies are subsequently resold or supplied, whether separately or as a part of another ComAp product.

6.5. The warranty period will run (i) through to any expiration date stated on the Supplies, or (ii) for a period of twenty-four months from the date the Supplies were accepted by ComAp, whichever is longer.

6.6. ComAp may claim a Warranty if the Supply has a defect. ComAp will send notice of defect to the Supplier within 30 days from identifying the defect. The warranty period will be interrupted for the entire period during which the defect is assessed and removed. The duration of the warranty period will be extended by the period for which it was interrupted.

6.7. The Supplier will report to ComAp without undue delay whether or not it accepted the warranty claim and provide reasons for doing so. If the Supplier does not respond within 15 business days from the day it received the defective Supply, the warranty claim will be deemed accepted.

6.8. ComAp will be entitled, at its sole discretion, to request the elimination of any defects by the Supplier in the form of (i) repairs to the Supply or (ii) delivery of replacement Supply to the place where the Supply is used or (iii) a reasonable discount.

6.9. The Supplier will provide or cooperate with ComAp on a root cause analysis in order to define preventive and corrective actions in respect to warranty claims. Unless agreed otherwise, the Supplier will provide ComAp with an 8D report of the defect.

6.10. Where the Supplier fails to eliminate the defects within a reasonable period of time set by ComAp, ComAp will be entitled to take the necessary measures itself or arrange for their performance by third parties at the Supplier’s risk and expense. This will be without prejudice to the Supplier’s liability for the defects.

6.11. The Supplier will bear all costs and risks involved in the return of a defective Supply, as well as the costs incurred by ComAp due to its defectiveness (in particular the costs of processing, transport, infrastructure, labour, staffing and materials).

6.12. If the defect is not covered by the Warranty or the warranty period has expired, ComAp will be entitled, for additional 10 years, to request the repair of the Supplies at ComAp's expense under reasonably fair conditions.

6.13. The Supplier is obliged to inform ComAp about any defect and/or damage to the Supplies and/or any defect and/or damage caused by the Supplies or any products similar to the Supplies sold to third parties. The Supplier is obliged to inform ComAp at any stage of production about any irregularity that could affect the functionality, performance parameters or durability of the Supply.

6.14. The Supplier will notify ComAp at least 12 months before the end of the serial production of the Supply and allow ComAp to place the last Order. For the 10 years following the end of the serial production the Supplier will deliver the Supply spare parts to meet ComAp’s needs. The Contracting Parties will agree on the spare parts price at the end of the serial production of the Supply.

7. QUALITY AND INSURANCE

7.1. The Supplier will implement a state-of-the-art quality assurance system appropriate in type and scope, e.g., ISO 9001 and ISO 14001 certification or similar suitable quality management system. At ComAp’s request, the Supplier will also enter into a quality assurance agreement with ComAp. ComAp reserves the right to require copies of the respective certificates and/or to perform an on-site audit to check the efficacy of said quality management system.

7.2. The Supplier will promptly respond to any request for information by ComAp concerning the Supply and will certify the origin and composition of the Supply. In particular, upon ComAp’s request, the Supplier will promptly provide to ComAp, in such format as ComAp may request, information to enable ComAp and/or ComAp’s customers, to timely comply with any due diligence, disclosure and/or audit requests and requirements with respect to the ingredients and materials used in the Supply, including a complete material composition under the IMDS system.

7.3. The Supplier will promptly respond to any request for information by ComAp concerning licenses and approvals subject to the U.S. Export Administration Regulations under Export Control Classification Number (ECCN) of the Commerce Control List (CCL) of the U.S. Department of Commerce.

7.4. The Supplies will comply with the current version of EU Directive 2015/863 on the restriction of the use of certain hazardous substances in electrical and electronic equipment, as amended (RoHS), Regulation (EC) 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), and laws related to the sourcing and use of conflict minerals and EU Regulation 2019/1021 on persistent organic pollutants (POPs).

7.5. The Supplier acknowledges that ComAp is required to meet its customers’ compliance requirements related to Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) related to the use of tin, tantalum, tungsten and gold (each, a “Conflict Mineral” and collectively, “Conflict Minerals”). The Supplier represents and warrants that it will source, and track the chain of custody of, all Conflict Minerals contained in any Supplies provided by the Supplier to ComAp in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (or such other internationally recognized due diligence standard as ComAp and the Supplier may jointly agree upon). At ComAp’s request (which may be made as frequently as quarterly at ComAp’s discretion), the Supplier must execute and deliver to ComAp declarations in the form of the EICC-GeSI Conflict Minerals Reporting Template as adopted by EICC-GeSI from time to time.

7.6. The Supplier will maintain the unique identification of the Supply, its components and safety characteristics to ensure the traceability as far as possible. If a defective Supply is detected, the traceability must be ensured in such a way that individual serial numbers affected can be detected. Upon ComAp’s request, the Supplier will provide ComAp with all information needed for the traceability that is available to the Supplier.

7.7. ComAp may provide molds, tooling, and other specific equipment to the Supplier to be used for the manufacturing needs in relation to the Supplies.

7.8. Where Supply components are procured, the Supplier must ensure that they are the original-brand components from the desired manufacturer and not imitations. The Supplier must therefore only order components via channels approved or authorized by the original manufacturer.

Insurance

7.9. Throughout the warranty period, the Supplier will maintain sufficient insurance policy against all usual insurance risks relevant to the Supply that will cover its liability and indemnities under the Agreement. The Supplier will maintain in particular Supply Liability Insurance on an occurrence-based form, with limits of not less than $1,000,000 per each occurrence. ComAp will reserve the right to require copies of the respective certificates of such insurance.

8. PROPRIETARY RIGHTS

8.1. The Supplier guarantees that all Supplies are free of third-party proprietary rights and in particular that the delivery and use of the Supplies does not infringe patents, licences or other proprietary rights of third parties.

8.2. The Supplier will, upon first demand, indemnify ComAp and its customers in respect of third-party claims resulting from any infringement of property rights and will also assume all associated costs incurred thereby.

8.3. If any intellectual property rights of whatever nature and wherever in the world relate to the Supplies, the Supplier will grant ComAp a license in a sufficient scope to fulfil the requirements of the Agreement and to make the Supplies suitable or fit for any ordinary or special purpose required for such Supplies.

9. LIABILITY

9.1. The Supplier will be obliged, upon first demand, to indemnify and hold harmless ComAp, its directors, officers, employees, agents and customers from and against any loss, cost, expense, damages, claims, proceedings, actions, demands or liability, including legal counsel fees and expenses and third-party claims arising out of or in connection with the Supplier’s performance of the Agreement, including but not limited to (i) breach of any terms and conditions of the these STC or the Agreement, (ii) negligence or wilful misconduct of the Supplier, its employees, contractors, subcontractor or agents; (iii) defects in the Supply and/or (iv) failure to comply with applicable laws, for which the Supplier is liable.

9.2. Where permitted under applicable laws, ComAp has no liability to the Supplier for economic losses, loss of profits, loss of contracts, loss of opportunity, loss of business, loss or depletion of goodwill, increased overheads or administration expenses, management time, loss of savings, loss of data, attorney or legal fees, or any type of special, indirect or consequential loss of any nature whatsoever (including, without limitation, any loss or damage suffered by the Supplier as a result of an action brought by any third party) even if such a loss was reasonably foreseeable or ComAp had been advised of the possibility of the Supplier incurring it or for any other similar reason.

9.3. Irrespective of any fault, negligence, or gross negligence of any kind, in no event will ComAp or any of its directors, officers, employees or agents be liable to the Supplier for special, incidental, consequential, reliance, punitive or indirect damages.

9.4. When a Contracting Party fails to perform any of its obligations due to a circumstance beyond its control that it could not reasonably have been expected to take into account at the date of the Agreement and that it could not have avoided or overcome, it is exempted from the consequences of its failure to perform, including the payment of damages.

9.5. The Supplier assumes the risk of change of circumstances. The Supplier will be obliged to perform its obligations even if there is a substantial change in circumstances creating a disproportion in the rights and duties of the Contracting parties and has no right to claim the renegotiation of the terms of the Agreement or to suspend the performance of its obligations under the Agreement.

10. ETHICAL

Anti-Bribery Law

10.1. The Supplier must not violate any applicable anti-bribery laws, which means any bribery, fraud, kickback, or other similar anti-corruption laws or regulations of any relevant country, including the UK Bribery Act 2010, as amended, and the US Foreign Corrupt Practices Act 1977, as amended.

10.2. The Supplier has and must at all times implement adequate procedures designed to prevent it or any associated person from engaging in any activity which would constitute an offence under the UK Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act 1977, as amended.

Modern Slavery Act

10.3. The Supplier represents and warrants that neither the Supplier nor any of its agents or subcontractors has (i) committed a violation of the UK Modern Slavery Act of 2015 (the “MSA”); (ii) been notified that it is subject to an investigation relating to an alleged MSA violation; or (iii) is aware of any circumstances in its supply chain that could give rise to an investigation relating to an MSA violation.

10.4. The Supplier agrees that it will: (i) comply with all applicable provisions of the MSA and any MSA reporting requirements required by ComAp; and (ii) notify ComAp in writing promptly if it becomes aware or has a reason to believe that it or any of its agents or subcontractors have breached or potentially breached the MSA. Such notice will set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations. Any breach of this paragraph by the Supplier will be deemed a material breach of the Agreement and will entitle ComAp to immediately terminate the Agreement.

Social Responsibility

10.5. The Contracting Parties acknowledge that their corporate activities must take into account their social responsibility to employees and to society as a whole.

10.6. The Contracting Parties agree on their compliance with the adopted principles and rights established by the International Labour Organization (ILO) in its “Declaration on fundamental principles and rights at work”. Furthermore, the Contracting Parties will adhere to the following principles which are of particular importance: (i) preservation of human rights, (ii) elimination of forced, compulsory, and child labor and (iii) elimination of discrimination on the basis of gender, race, origin, religion or belief, membership of a trade union and the like.

10.7. It will be the Seller’s responsibility to cause all its subcontractors to act in accordance with the requirements specified in Section 10.6.

11. TERMINATION

11.1. ComAp will be entitled to terminate the Agreement (the Order) without cause by giving thirty (30) days written notice to the Supplier. In such an event, ComAp will pay to the Supplier the value of the delivered but unpaid Supplies and proven direct cost reasonably incurred by the Supplier for the undelivered Supplies agreed under the Agreement. No further compensation will be paid to the Supplier.

11.2. ComAp will be entitled to terminate the Agreement with immediate effect if the Supplier fails to remedy a breach of the Agreement within thirty (30) days of the receipt of a notice from ComAp in this regard.

11.3. Each of the Contracting Parties may terminate the Agreement with immediate effect by written notice to the other Contracting Party in the event that (i) an insolvency proceeding (bankruptcy) has been initiated; or (ii) any circumstance arises which entitles the court or tribunal or a creditor to appoint a receiver or administrator or to make a winding–up order; or (iii) other similar action is taken against or by the Contracting Party by reason of its insolvency or in consequence of debt. ComAp may also terminate the Agreement with immediate effect if there is a change of direct or indirect control of the Supplier.

11.4. The Contracting Parties agree that a breach of the Agreement will constitute a breach of all other agreements with the Supplier, which will entitle ComAp to terminate the other Agreements at the risk and cost of the Supplier.

11.5. The following provisions of the STC will survive the termination of any Agreement: (i) the rights and obligations arising before the termination of the Agreement which by their nature extend beyond the termination of the Agreement; (ii) Intellectual Property Rights and the rights and obligations arising therefrom; (iii) prohibition of withholding payment of any invoice issued by ComAp; (iv) prohibition of offsetting of any of the Supplier´s claims against ComAp; (v) provisions on the Warranty; (vi) provisions on liability; and (vii) all other provisions in the Agreement intended to bind the Contracting Parties even after the termination where expressly stated so or where their nature implicitly intended so.

12. MISCELLANEOUS

12.1. No waiver by ComAp of any of the Supplier obligations under the Agreement will be deemed effective unless made by ComAp in writing, nor will any waiver by ComAp in respect of any breach be deemed to constitute a waiver of or a consent to any subsequent breach by the Supplier of its obligations.

12.2. Any notice or other communication sent pursuant to or in connection to the Agreement will be made in writing (in paper or electronic form) and delivered personally or by tracked mail (air mail if overseas) to the other Contracting Party to its registered office, or to such other address as may have been notified in writing to the other Contracting Party, or sent by e-mail (subject to the original notice or communication being sent by post on the same day in the manner specified above). A notice is considered delivered on the same day if sent by email and 5 business days after posting if sent by regular mail only.

12.3. Should any provision of these STC or any part thereof be or become invalid, impracticable or unenforceable, the validity of the other provisions will not be affected thereby. In such a case, the invalid, impracticable or unenforceable provision will be deemed to be replaced by a provision which, to the extent admissible according to the applicable laws, comes closest to the purpose of the invalid, impracticable or unenforceable provision.

12.4. The Supplier will keep confidential all information provided by ComAp which is not generally known to the public and is or should be reasonably understood to be confidential. If a separate non-disclosure agreement has been concluded between ComAp and the Supplier before the execution of the Agreement, the Supplier is obliged to follow the rules agreed therein.

12.5. ComAp may at any time request the Supplier to make available to ComAp any financial data ComAp may deem necessary to thoroughly assess the Supplier's financial situation, such as the financial statements and/or profit and loss statement.

13. LAW AND JURISDICTION

General

13.1. In the case of any dispute, the Contracting Parties will endeavour to reach an amicable agreement first.

13.2. The United Nations Convention on Contracts for the International Sale of Supplies will not apply to the Agreement.

13.3. Any action or proceedings by ComAp against the Supplier may be brought by ComAp in the courts in the capital city of the country in which Supplier’s domicile is located or, at ComAp’s discretion, will be subject to arbitration in accordance with the UNCITRAL Arbitration Rules. The number of arbitrators will be three. The place of arbitration will be in London. Where applicable the choice of jurisdiction and language of proceeding will be at the sole discretion of ComAp.

Without prejudice to the provisions above, the following provision will apply:

Europe

13.4. If the Supplier is located in a country which is a member state of the European Economic Area, the Agreement and any dispute or claim (including non-contractual disputes or claims) will be governed by and construed and interpreted in accordance with the law of England and Wales in all respects (including formation) without regard to principles of law that might make the law of some other jurisdiction applicable (conflict of laws).

13.5. In the event of any dispute or differences arising between the Contracting Parties hereto out of or in connection with the Agreement or its validity or of any documents arising from it, or made a part hereof or any amendments thereto, the Contracting Parties will endeavour to reach an amicable agreement, but if such agreement is not reached within 30 days of first notification of the reason of the dispute then, all disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, will be settled and resolved, to the exclusion of the ordinary courts, by arbitration in accordance with the UNCITRAL Arbitration Rules. The number of arbitrators will be three.

13.6. The Contracting Parties will accept the award of the above-mentioned arbitrators as final and binding. The Contracting Parties hereby waive their right to any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable law.

13.7. All costs and expenses incurred in connection with any arbitral proceedings hereunder will be borne by the losing party, except as otherwise provided in the arbitral award. The place of arbitration will be in Prague, Czech Republic. The language to be used in the arbitral proceedings will be English.

USA

13.8. If the Supplier is located in USA, the Agreement will be governed by and construed and interpreted by Illinois law in all respects (including formation) without regard to principles of law that might make the law of some other jurisdiction applicable (conflict of laws).

13.9. In the event of any dispute or differences arising between the Contracting Parties hereto out of or in connection with the Agreement or its validity or any documents arising from it, or made a part hereof or any amendments thereto, the Contracting Parties will endeavour to reach an amicable agreement, but if such agreement is not reached within 30 days of first notification of the dispute then, all disputes, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, will be settled and resolved, to the exclusion of the ordinary courts, by arbitration in accordance with the UNCITRAL Arbitration Rules. The number of arbitrators will be three.

13.10. The Contracting Parties will accept the award of the above mentioned arbitrators as final and binding. The Contracting Parties hereby waive their right to any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable law. All costs and expenses incurred in connection with any arbitral proceedings hereunder will be borne by the losing party, except as otherwise provided in the arbitral award, or agreed upon in writing. The place of arbitration will be Chicago, USA. The language to be used in the arbitral proceedings will be English.

Australia

13.11. If the Supplier is located in Australia, these STC will be governed by the laws of the State of South Australia (excluding its conflict of laws provisions) and the Supplier must submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction of that state and the Supplier waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum

Arab League

13.12. If the Supplier is located in a country which is a member state of the League of Arab States, the Agreement will be governed by and construed in accordance with the law of England and Wales.

13.13. Each of the Contracting Parties hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the Dubai International Financial Center in any suit, action or proceeding arising out of or relating to the Agreement or for recognition and enforcement of any judgment in respect thereof, and each of the Contracting Parties hereby irrevocably and unconditionally agrees, to the fullest extent permitted under applicable law, that all claims in respect of any such suit, action or proceeding may be heard and determined in the courts of the Dubai International Financial Center. Each of the Contracting Parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13.14. Nothing in the Agreement will limit or affect the right of ComAp to bring any suit, action or proceeding arising out of or relating to the Agreement against the Supplier or its property in any other court having jurisdiction over the Supplier or its property.

13.15. In the event of any dispute between the Contracting Parties arising out of or in connection with the Agreement or its validity or any documents arising from or made a part of the Agreement or any amendments thereto, the Contracting Parties will endeavour to reach an amicable agreement for a period of 30 days from one party’s first notification to the other party of the matter in dispute.

13.16. If the Contracting Parties do not reach agreement as to a matter in dispute within 30 days of such first notification of the dispute, then either of the Contracting Parties may refer the matter to arbitration. The rules and administration of the arbitration will be as follows: (i) any arbitration hereunder will be carried out under the procedures, rules and regulations of the DIFC-LCIA Arbitration Centre (the "Arbitration Rules") by a panel of three arbitrators to be appointed in accordance with the Arbitration Rules; (ii) the seat of the arbitration will be the Dubai International Financial Centre (DIFC) and all arbitration hearings will be held in Dubai, United Arab Emirates unless otherwise agreed by the Contracting Parties; (iii) the Contracting Parties agree that the procedural law governing the conduct and procedure of the arbitration will be the laws of the DIFC; and (iv) such arbitration will be conducted in the English language and the award of any arbitrators, together with the reasons for the determination, will be written in the English language.

13.17. The Contracting Parties agree that all interim or final decisions and/or awards of the arbitrators: (i) will be binding on the Contracting Parties; (ii) will be given effect and implemented forthwith by them; (iii) will not be subject to judicial appeal or review (all rights to which the Contracting Parties hereby waive) to the fullest extent permissible under applicable law, and (iv) may be enforced in any court having jurisdiction.

13.18. All costs and expenses incurred in connection with any arbitral proceedings hereunder will be borne by the losing party, except as otherwise provided in the arbitral award or agreed upon in writing.

ASIA PACIFIC REGION

13.19. If the Supplier is located in a country in Asia or the Pacific region, the Agreement will be governed by and construed and interpreted by English law in all respects (including formation) without regard to principles of law that might make the law of some other jurisdiction applicable (conflict of laws).

13.20. In the event of any dispute or differences arising between the Contracting Parties hereto out of or in connection with the Agreement or its validity or of any documents arising from it, or made a part hereof or any amendments thereto, the Contracting Parties will endeavour to reach an amicable agreement, but if such agreement is not reached within 30 days of first notification of the dispute, then, all disputes arising in the connection with the Agreement including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal will consist of three arbitrator(s). The language of the arbitration will be English. The seat of the arbitration will be Singapore.

Latin America

13.21. If the Supplier is located in a country in Latin America, the Agreement will be governed by and construed and interpreted by Brazilian law in all respects (including formation) without regard to principles of law that might make the law of some other jurisdiction applicable (conflict of laws).

13.22. In the event of any dispute or differences arising between the Contracting Parties hereto out of or in connection with the Agreement or their validity or any documents arising from it or made a part hereof or any amendments thereto, the Contracting Parties will endeavour to reach an amicable agreement, but if such agreement is not reached within 30 days of first notification of the dispute then, all disputes, controversy or claim arising out of or relating the Agreement, or the breach, termination or invalidity thereof, will be settled and resolved, to the exclusion of the ordinary courts, by arbitration in accordance with the UNCITRAL Arbitration Rules. The number of arbitrators will be three.

13.23. The Contracting Parties will accept the award of the above mentioned arbitrators as final and binding. The Contracting Parties hereby waive their right to any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable law. All costs and expenses incurred in connection with any arbitral proceedings hereunder will be borne by the losing party, except as otherwise provided in the arbitral award, or agreed upon in writing. The place of arbitration will be Rio de Janeiro, Brazil. The language to be used in the arbitral proceedings will be English.

Date and version STC: 01.06.2022, version 1.0, Peter Sandin, ComAp CEO