Common use of Delivery Clause in Contracts

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedthis Order. If no Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, are specified, delivery will be within for damages resulting from the delay period only; are a reasonable time. 4.3. If Eaton is satisfied that pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not deliveredtime this Order was issued; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies and are to be delivered in instalments, each delivery shall constitute assessed as liquidated damages and not as a separate contract and defective delivery penalty. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer in transportation over and above normal transportation costs, up to treat these Terms a maximum […***…], during the period of time starting […***…] after the delivery date. Except as a whole as repudiated. 4.6. If Eaton fails to deliver otherwise set forth in the Supplies Supply Agreement, Buyer’s sole remedy for any reason (other than damages for late delivery during the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability delay period shall be limited to the excess (if any) receipt of the cost amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling pricecontrary, and any additional expenseswithout limiting Buyer’s other rights herein, or costs resulting from such a delay; 4.7.2no liquidated damages shall apply to late delivery during calendar year […***…]. store All delivery designations are INCOTERMS 2010. Unless otherwise stated on the Supplies until actual delivery at the sole cost and risk face of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting this Order, all reasonable storage and selling expenses) account to the Buyer for the excess over the price goods provided under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 this Order shall be due by […***…]. Notwithstanding the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for deliveryforegoing Incoterm, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer Seller shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required be responsible for clearing the goods for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery 8.1 Delivery of the Goods shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) made by the Buyer collecting the Goods at the BuyerSupplier’s warehouse; premises at any time after the Supplier has notified the Buyer that the Goods are ready for collection or 4.1.2. , if some other place for ocean and air freight deliveriesdelivery is agreed by the Supplier, FCA (Incoterms 2010) at by the origin loading port or warehouse as agreed between Supplier delivering the Parties in writingGoods to that place. 4.2. As notified to the Buyer any 8.2 Any delivery dates quoted for delivery of the Supplies or times given are approximate only and may are not of any contractual consequence and the Supplier shall not be made under any liability to the Buyer in respect of any failure to deliver on any particular date or dates, nor shall time of delivery be of the essence of any Contract. The Goods may be delivered by notice. Eaton shall not be liable for any delay the Supplier in delivery advance of the Supplies howsoever caused. If no quoted delivery dates are specified, delivery will be within a date on giving reasonable timenotice to the Buyer. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. 8.3 Where the Supplies Goods are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery failure by Eaton of the Supplier to deliver any one or more of the instalments in accordance with these the Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat these Terms the Contract as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. 8.4 If the Buyer fails to take delivery of the Supplies Goods or fails to give Eaton the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's ’s reasonable control or by reason of ▇▇▇▇▇'▇ the Supplier’s fault) then, without prejudice to limiting any other right or remedy available to Eatonthe Supplier, Eaton the Supplier may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. (i) store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. (ii) sell the Supplies Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms the Contract or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceContract. 4.8. If Eaton holds any 8.5 Save where and to the extent that a prohibition against exclusion or restriction of obligations or liability applies, the Suppler shall not be liable for loss, whole or partial (and whether or not due to the negligence of the Supplies contemplated in clause 4.7 on Supplier, its servants or agents), mis-delivery or shortage, patent defect or damage to Goods supplied, unless the Supplier is informed thereof by the Buyer’s behalf or consignees’ signing and annotating the carrier’s or consignor’s delivery note to that effect and the Buyer subsequently reporting the same to the Supplier immediately by telephone, and further confirming such reports in excess writing to the Supplier within 3 days of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part receipt of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationGoods. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by EatonSeller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be made:considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at 5.5 If delivery is delayed through the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port 's default or warehouse as agreed between the Parties in writing. 4.2. As notified to if the Buyer any dates quoted for declines or delays accepting delivery of the Supplies are approximate only and may not be made Products for more than 3 (three) days from the date of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (set forth in the cheapest available market) of similar goods to replace those not delivered over Agreement, then the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery Seller may (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on it) do any reasonable basis, including but not limited to or several of the selling price, following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and any additional expenses, or costs resulting from expenses incurred by the Seller as a result of such a delay; 4.7.2. store ; (iii) Store the Supplies until actual delivery Products for the Buyer at the sole cost and risk Buyer's expense; and/or (iv) Cancel the delivery of the Buyer and charge Products ordered under the Buyer for relevant Purchase Order or cancel the reasonable costs (including handling and insurance) of storage; orAgreement with regards to any Products that remain to be delivered under the Agreement. 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price 5.6 The Seller's rights under these Terms this Section shall not be deemed waived or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due otherwise prejudiced by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any Seller’s delivery of the Supplies contemplated Products ordered under a Purchase Order after the delivery date set forth in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationPurchase Order. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at place specified in the origin loading port or warehouse as agreed between the Parties in writingOrder Confirmation. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality at the lowest available market price, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇'▇ fault) then, without prejudice to Seller may also sell any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8returned in accordance with such instructions. If Eaton holds any of the Supplies contemplated in clause 4.7 such Packages are not so returned they will be chargeable at replacement value and no credit will be due on the Buyer’s behalf in excess of three (3) months from the the time stated Packages for deliverywhich a charge have been made by Seller. "Packages" shall include bulk tankers, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such terminationminibulks, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationflexis, crates, boxes or other containers and pallets. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1Reveal shall use commercially reasonable efforts to deliver the Goods specified in the Order Form within a reasonable time. Unless otherwise agreed in writing by Eaton, delivery Reveal shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at advise the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified expected shipping date to the Buyer any Customer as soon as reasonably practicable. Any dates quoted for delivery are approximate only, and the time of delivery of the Supplies are approximate only and may Goods is not be made of the essence by noticeessence. Eaton Reveal shall not be liable for any delay in delivery of the Supplies howsoever caused. If no Goods that is caused by the Customer’s failure to provide Reveal with adequate delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up instructions or any short delivery by dispatching other instructions or information relevant to the Buyer shipment and delivery of the Goods. Reveal shall arrange for shipping to the Delivery Point using Reveal’s standard methods for packaging and shipping of such Supplies as Eaton is satisfied were not delivered; or 4.3.2Goods. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability The Customer shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalmentsresponsible for all loading and shipping costs and shall, each delivery shall constitute a separate contract if reasonably necessary, provide equipment and defective delivery by Eaton of any one or more labour reasonably suited for receipt of the instalments Goods. Reveal may, in accordance with these Terms its sole discretion, without liability or penalty, make partial shipments of Goods to Customer, and the Customer acknowledges and agrees that Goods from a particular Order Form may not be shipped together or on the same date and may arrive at the Delivery Point on different dates. Reveal shall not entitle inform the Buyer to treat these Terms as a whole as repudiated. 4.6Customer of this in advance. If Eaton fails to deliver Each shipment of the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability Goods shall be limited to accompanied by documentation showing the excess date of the Order Form, all relevant Customer and Reveal reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if a partial shipment, the outstanding balance of the cost Goods remaining to the Buyer (be delivered. If Reveal requires Customer to return any packaging materials to Reveal this shall be clearly stated in the cheapest documentation accompanying the shipment. The Customer shall make any such packaging materials available market) for collection at such times as Reveal shall reasonably request. Returns of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 packaging materials shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceat Reveal’s expense. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedthis Order. If no Seller delivers the goods later than scheduled in Purchase Time Period 2017, Purchase Time Period 2018, Purchase Time Period 2019 and the Purchase Time Period 2020. Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in. first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, are specified, delivery will be within for damages resulting from the delay period only; are a reasonable time. 4.3. If Eaton is satisfied that pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not deliveredtime this Order was issued; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies and are to be delivered in instalmentsassessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth above, each delivery shall constitute a separate contract and defective delivery Seller agrees to pay the costs actually incurred by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer in transportation over and above normal transportation costs, up to treat these Terms a maximum of […***…], during the period of time starting […***…] after the delivery date. Except as a whole as repudiated. 4.6. If Eaton fails to deliver otherwise set forth in the Supplies Supply Agreement, Buyer’s sole remedy for any reason (other than damages for late delivery during the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability delay period shall be limited to the excess (if any) receipt of the cost amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations). Notwithstanding anything herein to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling pricecontrary, and any additional expenseswithout limiting Buyer’s other rights herein, or costs resulting from such a delay; 4.7.2no liquidated damages shall apply to late delivery during calendar year […***…]. store All delivery designations are INCOTERMS 2010. Unless otherwise stated on the Supplies until actual delivery at the sole cost and risk face of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting this Order, all reasonable storage and selling expenses) account to the Buyer for the excess over the price goods provided under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 this Order shall be due by […***…]. Notwithstanding the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for deliveryforegoing Incoterm, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer Seller shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required be responsible for clearing the goods for export, transport and import purposes.

Delivery. 4.14.1 Where the Seller is an overseas supplier, the Goods shall be delivered in accordance with the instructions set out in the Order. In these Conditions “INCOTERMS” means the international rules for the interpretation of trade terms as set out in ICC Publication No. 715E in force with effect from 1 January 2011. Unless the context otherwise agreed requires, any term or expression which is defined in writing or given a particular meaning by Eatonthe provisions of INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, delivery the latter shall prevail. 4.2 Where Goods are shipped, clean original bill(s) of lading and other shipping documents shall be made:forwarded promptly by the Seller to the Buyer. Shipping shall be routed in accordance with instructions from the Buyer. 4.1.14.3 The Buyer may change the delivery schedules from time to time by giving reasonable prior written notice to the Seller. 4.4 The Buyer will have no obligation to pay for Goods delivered in excess of the quantities specified in the delivery schedules. 4.5 The Buyer is entitled to reject any Goods delivered or Services performed which are not in accordance with the Contract and shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time to inspect or verify them following delivery or completion or, where any defect would not be apparent, within a reasonable time after any latent defect in the Goods or Services has become apparent e.g. upon installation or use of the Goods or Articles. 4.6 The Seller shall provide the Buyer in good time with any and all information necessary or required or reasonably requested by the Buyer to enable the Buyer to accept delivery of the Goods and/or performance of the Services. 4.7 If the Goods are to be delivered, or the Service performed, by instalments, the Contract will be treated as a single contract and not severable. The Buyer shall be under no obligation to pay for road freight any part of the Goods or Services until full and parcel deliveriescomplete delivery or performance is made or given. 4.8 The time of delivery for the Goods or performance of the Services shall be of the essence. If the Seller fails to deliver any of the Goods and/or fails to complete the Services by the scheduled date, CPT the Buyer shall (Incoterms 2010in addition to any other remedies which it may have under the Contract or otherwise) have the right (i) to deduct from the Price or require the Seller to pay, as liquidated damages a sum calculated at the rate of 0.1% of the Price of the Goods and/or Services so delayed for each day which may elapse between the date of scheduled delivery and the actual date of delivery, up to a maximum of 10% of the Price of the Goods and/or Services so delayed; AND/OR (ii) by giving 30 days’ notice to cancel all or any such items of the Goods and/or Services which have not been accepted by the Buyer (regardless of whether or not the same is due to be delivered or completed) without being liable therefore in damages and obtain the same from other sources and all costs (including Buyer’s costs in sourcing for alternative supply and Price increases) incurred thereby may, at the Buyer’s warehouse; or 4.1.2. option, be deducted from any monies due to or may become due to the Seller (whether under the Contract or otherwise) or shall be recoverable as damages, PROVIDED the time period for ocean and air freight deliveries, FCA calculating liquidated damages payable under sub-para (Incoterms 2010i) for delay shall cease with respect to Goods or Services cancelled under sub-para (ii) at the origin loading port or warehouse as agreed between end of the Parties in writing. 4.230 days cancellation notice. As notified Upon cancellation by the Buyer under sub-para (ii), all Articles on which the cancelled Services were to be performed shall forthwith be returned to the Buyer any dates quoted for delivery Purchaser and all payment (including advance payment) made towards the Price of the Supplies are approximate only Goods and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability Services cancelled shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable refunded forthwith to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eatonwriting, delivery all deliveries of Products shall be made: 4.1.1. for road freight and parcel deliveries, CPT made Ex Works of Seller’s factory (Incoterms 2010) at 2018). All risks of loss or damage to the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at Products shall pass from the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified Seller to the Buyer any dates quoted when the Products are delivered to the Buyer in accordance with the agreed trade term as defined. The Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Supplies Products are approximate given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery and may given the Seller a reasonable opportunity to comply therewith. The Buyer shall have the right to cancel the Contract by serving written notice to the Seller if the Seller is unable, due to circumstances for which it is fully responsible, to comply with the extended or postponed delivery time and the Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not be made of met. In no event shall the essence by notice. Eaton shall not Seller be liable for any delay indirect, special, consequential, or punitive damages arising out of or in connection with the late delivery of the Supplies howsoever causedProducts. The Buyer shall inspect or have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification, or quality of the Products to the order within fourteen (14) days of receipt of the Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products. If no delivery dates are specifiedBuyer timely notifies Seller of any nonconforming Products, delivery will be within a reasonable time. 4.3the Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability The foregoing shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled exclusive remedy with respect to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9nonconforming Products. The Buyer shall not refuse to receive Supplies due to minor defectsreturn any Products without the prior written permission of the Seller. Submitting a claim shall at no time release the Buyer from its obligations under the Contract. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:-may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1(a) Subject to this Section 2.07, Supplier shall Deliver the Product by the Specified Delivery Date in accordance with each Purchase Order and shall bear all costs and expenses related to such Delivery. Unless otherwise agreed in writing by Eatonagreed, delivery Deliveries of Product shall be made: 4.1.1. made by forwarders used by Historical Supplier within the twelve (12) months immediately preceding the Effective Date, provided that Purchaser or Supplier may request the replacement of a forwarder (e.g., for road freight and parcel deliveries, CPT (Incoterms 2010reasonable quality reasons) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between in which case the Parties shall discuss and agree in writing. 4.2good faith on a solution acceptable for both Parties. As notified to the Buyer any dates quoted All transport packaging and preparation for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery Delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments done in accordance with these Terms the standards used at the Facility immediately prior to the Effective Date, the Compliance Requirements and applicable good storage and good distribution practices, including the use of data loggers, packaging dimensions and transport protection. Any change thereof shall not entitle the Buyer be deemed a change to treat these Terms as a whole as repudiatedbe handled and reimbursed in accordance with Section 2.02(c). 4.6(b) If Supplier or Purchaser becomes aware of any unexpected problem that may require the Specified Delivery Date to be rescheduled, it shall promptly inform the other Party and submit a commercially reasonable proposal for a new delivery date. Supplier and Purchaser shall cooperate to agree upon such new delivery date in good faith. If Eaton fails Supplier is unable to deliver fulfill the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer applicable Purchase Order within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months after the Specified Delivery Date or another mutually agreed delivery date, as applicable, Purchaser may, in its sole discretion, without incurring any cost, expense, or penalty, cancel such Purchase Order. (c) All Product Delivered under this Agreement by Supplier shall be shipped on the basis of the Shipping Terms and Delivery of Product shall be completed upon delivery of the Product in accordance with the Shipping Terms. (d) Supplier shall have no liability for any failure or delay in Delivering an Order to the extent that the failure or delay is caused by Purchaser’s failure to deliver Granules in accordance with Section 2.05(g). (e) Each delivery of an Order shall be accompanied by a delivery note from Supplier showing the Order number, the time stated for deliverydate of the Order and the quantity of Product (in grams) included in the Order. (f) If, Eaton in respect of an Order, Supplier Delivers up to and including 10 percent (10%) more or less than the quantity of the Product set forth in that Order: (i) Purchaser shall not be entitled to terminate reject the agreement in respect of such Supplies. In Order, but a pro rata adjustment shall be made to the event that any part amount of the price for such Supplies was paid by Order invoice; and (ii) the Buyer prior Delivery shall be deemed to such terminationbe a complete fulfillment of the Order, Eaton and no amount of Product shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationbe considered outstanding from the Order. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1.1 Seller is legally bound by all delivery times set forth in the Order. Unless otherwise agreed in writing by Eatonwriting, delivery shall be made: 4.1.1. for road freight and parcel deliveriespart-, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveriesover-, FCA (Incoterms 2010) at the origin loading port early- or warehouse as agreed between the Parties in writingshort-deliveries are not allowed. 4.23.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. As notified If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer any dates quoted has without result set a reasonable period for delivery the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the Supplies are approximate only and may not be made total amount of the essence by noticeOrder per each commencing week for the delay period. Eaton Notwithstanding the foregoing, the amount of liquidated damages shall not be liable for any delay in delivery exceed 15% (at least EUR 2500) of the Supplies howsoever causedtotal amount of the Order. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton Buyer is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching entitled to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit claim liquidated damages in respect thereof. 4.4. addition to ▇▇▇▇▇'▇ liability shall be limited `s claim for performance under the Order. Buyer’s resort to making up liquidated damages for the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall delay period does not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, preclude ▇▇▇▇▇'▇ liability ’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be limited delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the excess United States of America (if any) “U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the cost to the Buyer (in the cheapest available market) account of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to Seller and give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice rise to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicelegal remedies available. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1Seller agrees to deliver possession of the Vessel to Buyer at Closing in New Orleans, Louisiana. Unless otherwise agreed in writing by EatonAt or before the time of Delivery, delivery Seller shall be made: 4.1.1. for road freight provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and parcel deliveriessafety plan, CPT (Incoterms 2010) certified periodic test procedures and all other plans and blueprints related to the Vessel that were provided to Seller at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. t▇▇▇ ▇▇▇▇▇'▇ liability acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall be limited deliver the Vessel to making up the delivery or allowing credit Buyer at Closing "as above. 4.5is and where is". Where the Supplies are Except with regard to be delivered in instalmentstitle, each delivery shall constitute a separate contract and defective delivery by Eaton Seller makes NO WARRANTY of any one kind whatsoever, whether expressed or more implied, including without limitation, any implied warranty of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies merchantability, quality, condition, fitness for any reason (particular purpose, seaworthiness, or against any redhibitory vices, or any other than vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the Buyer's fault) and Eaton is accordingly liable time of Delivery, all risk of loss to the Vessel shall pass to Buyer, ▇▇▇▇▇'▇ liability shall be limited . Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basisVessel, including but not limited to a Certificate of Inspection; however, this is not a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be the selling priceresponsibility of Buyer. Furthermore, Seller shall not be required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller shall provide such certificates and documents, if any, that are in Seller's possession within a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION During the period of time following receipt of the Deposit by Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any additional expensesreasonable time to inspect or survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be the responsibility of and be paid by Buyer and Buyer agrees to indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or costs resulting expenses arising from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms inspection or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicesurvey. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 3.1 Unless otherwise specified in the Order, the Delivery Point shall be the Buyer’s place of business. 3.2 If the Contract includes an Installation, the Buyer shall provide to bioMérieux: (a) access to its premises, systems and staff; and (b) all other necessary assistance in performing such Installation. 3.3 Times and dates for delivery are business estimates only and not contractual obligations. Time therefore will not be of the essence of the Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the circumstances) the Buyer shall not be entitled to terminate or rescind the Contract or claim damages in respect of late delivery unless bioMérieux has specifically agreed in writing to the contrary on a contract by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingcontract basis. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton 3.4 bioMérieux shall not be liable for any delay in delivery of the Supplies howsoever caused. If no Goods or performance of the Installation that is caused by a Force Majeure Event, the Buyer’s failure to provide bioMérieux with adequate delivery dates instructions or any other instructions that are specifiedrelevant to the supply of the Goods or performance of the Installation, delivery will be within a reasonable timeor any other act or omission of the Buyer. 4.3. 3.5 If Eaton for any reason the Buyer fails to accept delivery of the Goods when they are ready for delivery, or bioMérieux is satisfied that unable to deliver the Supplies have been short deliveredGoods on time because the Buyer has not provided appropriate instructions, Eaton documents, licences or authorisations: (a) risk in the Goods shall at its option:- 4.3.1. make up any short delivery by dispatching pass to the Buyer such Supplies as Eaton is satisfied were not (including for loss or damage caused by bioMérieux's negligence); (b) the Goods shall be deemed to have been delivered; orand 4.3.2. allow (c) bioMérieux may store the Goods until delivery, and the Buyer credit in respect thereofshall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4.43.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with the Buyer. ▇▇▇▇▇'▇ liability Each separate instalment shall be limited to making up invoiced and paid for in accordance with the delivery or allowing credit as above. 4.5provisions of the Contract. Where the Supplies are to Each instalment shall be delivered in instalments, each delivery shall constitute a separate contract Contract and defective delivery by Eaton no cancellation or termination of any one or more of the instalments in accordance with these Terms Contract relating to an instalment shall not entitle the Buyer to treat these Terms as a whole as repudiatedrepudiate or cancel any other Contract or instalment. 4.6. If Eaton fails to deliver the Supplies 3.7 The Buyer is responsible for any reason (obtaining, at its own cost, such import licences and other than the Buyer's fault) and Eaton is accordingly liable consents in relation to the BuyerGoods as are required from time to time and, ▇▇▇▇▇'▇ liability if required by bioMérieux, the Buyer shall be limited make those licences and consents available to bioMérieux prior to the excess (if any) of the cost relevant shipment. 3.8 Any reagents supplied to the Buyer (in by bioMérieux under the cheapest available market) Contract shall be packed with a minimum residual shelf life, details of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than which shall be provided by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account bioMérieux to the Buyer for the excess over the price under these Terms or charge the Buyer upon request. 3.9 bioMérieux shall not be liable for any damage or shortfall below in delivery of Goods (even if caused by bioMérieux's negligence) unless the price under these TermsBuyer: (a) gives written notice of such damage or shortfall on the form provided by the carrier for that purpose to bioMérieux within 3 working days of delivery; and 4.7.4. payment (b) submits its claim in writing to the Sales Administration Department of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer bioMérieux within thirty (30) 30 days from the date of Eaton´s invoice. 4.8. If Eaton holds any following receipt of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part Goods or performance of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationInstallation. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, the Order Form or as otherwise agreed with the Authority in writing. Unless Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing by Eaton, delivery shall be made: 4.1.1to accept such deliveries. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for Where delivery of the Supplies are approximate only Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2 of these Call-off Terms and may not Conditions, the Supplier shall be made of responsible for all risks, costs and expenses associated with the essence by notice. Eaton shall not be liable for any delay in re-delivery of the Supplies howsoever caused. If no Goods in accordance with the agreed delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5times/dates. Where the Supplies are to be delivered in instalments, each Authority accepts delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason than five (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (305) days from before the date of Eaton´s invoice. 4.8. If Eaton holds any of agreed delivery date, the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton Authority shall be entitled to terminate charge the agreement Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in respect the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such Supplieslicences not being available when required. In the event case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that any part accurate information is provided to the Authority as to the country of origin of the price Goods and shall be liable to the Authority for such Supplies was paid by any extra duties or taxes for which the Buyer prior Authority may be accountable should the country of origin prove to such termination, Eaton be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods shall repay such amounts after deducting at no time be an agent of the Authority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all costs incurred by Eaton in respect of such Supplies prior third party carriers engaged to terminationdeliver the Goods to the Authority. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by EatonSeller, delivery of Goods shall take place at Seller’s place of business. Services shall be made: 4.1.1provided at such venue(s) specified in Seller’s quotation. Buyer shall take delivery of Goods within 10 days of Seller giving it notice that Goods are ready for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2delivery. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any Any dates quoted specified by Seller for delivery of the Supplies Goods or performance of Services are approximate only intended to be an estimate and may time for delivery shall not be made of the essence by notice. Eaton If no dates are so specified, delivery/performance shall be within a reasonable time. Subject to the other provisions hereof, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Supplies howsoever causedContract unless such delay exceeds 180 days. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take accept delivery of the Supplies Goods when ready, or fails Seller is unable to give Eaton adequate delivery instructions at the deliver Goods on time stated because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) risk in Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller may store Goods until delivery, whereupon Buyer shall be liable for delivery (otherwise than by reason all related costs. The quantity of any cause beyond consignment of Goods as recorded by Seller on despatch from Seller’s place of business shall be conclusive evidence of the Buyer's reasonable control or quantity received by reason Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and at no charge access to its facilities as required by Seller to perform Services, informing Seller of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1all health/safety rules and security requirements. require payment on any reasonable basis, including but not limited Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2Services. store the Supplies until actual delivery at the sole cost and risk If Seller’s performance of the Services is prevented/delayed by any act/omission of Buyer, Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting pay Seller all costs incurred by Eaton in respect of such Supplies prior to terminationSeller. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery The Goods shall be made: 4.1.1delivered to [insert place of delivery or state “to the place outlined by each Purchase Order”] according to the delivery schedule in each Purchase Order. for road freight The cost of delivery is deemed included in the Price specified in each Purchase Order and parcel deliveries, CPT the Price Schedule (Incoterms 2010) Annex B). The Services as described in Article 2.3 shall be performed at the Buyer’s warehouse; or 4.1.2place of delivery and completed by the same delivery date, unless otherwise stated in Article 2.3 of this Agreement. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence in the performance of this Agreement. If the Supplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, together with associated shipment documentation (including, without limitation, bills of lading, airway bills and commercial invoices) as are specified in the Purchase Order, this Agreement, or otherwise as are customarily utilized in the trade, IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, and to charge the Supplier any loss incurred as a result of the Supplier's failure to make the delivery within the time specified; or Charge liquidated damages equal to 0.1% (one-tenth of one per cent) of the Price for every day of delay or breach of the delivery schedule by the Supplier. Eaton IOM shall have the right to deduct such amount from the Supplier’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by the default of the Supplier. Acceptance of goods delivered late shall not be deemed a waiver of IOM’s rights to hold the Supplier liable for any delay in delivery loss and/or damage resulting therefrom, nor shall it act as a modification of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Supplier’s obligation to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments deliver further goods in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiatedPurchase Order or this Agreement. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 5.1 Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT the Company offers all items “Free On Transport” (Incoterms 2010“FOT”) at the Buyer’s warehouse; or 4.1.2our store, Brisbane. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted The Company will arrange for delivery of the Supplies Goods ("Delivery") at additional cost to the Purchaser’s nominated delivery point only if agreed in prior negotiation and specified in writing. This would be nominated as “Delivered to Door” (“DTD”) in the respective quotation or Sales Order Agreement. 5.2 The Company is entitled to charge a fee for Delivery if it is not specifically nominated as an inclusion in the price quoted in an official company quotation. 5.3 The Company is deemed to have delivered the Goods when they are approximate only and may loaded on to the Purchaser’s nominated transport vehicle FOT or in the case of DTD made available for unloading at the Purchaser's nominated delivery point. 5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle. 5.5 If the Goods are to be collected by the Purchaser from the Company's store Delivery occurs when the Goods are loaded on the Purchaser's vehicle. 5.6 The Company is not be made of the essence by notice. Eaton shall not be liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and the Purchaser shall accept and pay for the goods notwithstanding late delivery. 5.7 The Purchaser shall in its purchase order advise the Company of the Supplies howsoever caused. If no nominated delivery dates are specified, point and if applicable the required delivery will be within a reasonable time. 4.35.8 Unless otherwise agreed by the Purchaser and the Company, the Company shall be entitled to deliver the Goods in one or more lots. If Eaton Where delivery of the Goods is satisfied that effected by way of part delivery the Supplies have been short delivered, Eaton Company shall at its option:- 4.3.1. make up any short delivery by dispatching be entitled to invoice the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit Purchaser for pro-rata progress payments in respect thereof. 4.4. ▇▇▇▇▇'▇ liability 5.9 Notwithstanding the Purchaser's inability to accept delivery of the goods, the Company shall be limited deemed to making up have delivered the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments Goods in accordance with these Terms of Sale and the goods shall not entitle be at the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver Purchaser's risk from the Supplies for any reason (other than time when the Buyergoods have been loaded onto the Purchaser's fault) and Eaton is accordingly liable collecting vehicle or delivered to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to Purchaser's nominated delivery point (as the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Suppliescase requires). 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery All Products shall be made: 4.1.1packed for ground transportation. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2Buyer shall provide Seller with detailed shipping instructions prior to shipment. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not shall be made of the essence by notice. Eaton shall not be liable responsible for any delay increased costs or delays in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. resulting from ▇▇▇▇▇'▇ liability shall be limited ’s failure to making up supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, and Seller reserves the right to modify the delivery or allowing credit as above. 4.5dates. Where In the Supplies are to be delivered in instalments, each delivery shall constitute event Buyer requests a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (change in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take scheduled delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer date within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from business days of the the time stated for deliveryscheduled shipping date and Seller agrees to such change, Eaton a fee of $500 shall be entitled apply. Title and risk of loss shall pass to terminate the agreement in respect Buyer at point of such Suppliesdelivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the event Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of any part of Products, Seller may store the price Products at Buyer’s sole risk and expense and charge Buyer for such Supplies was paid by the Buyer prior shipping and storage and any other cost or expense incident to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect Buyer’s request or refusal. Seller may also demand immediate payment of such Supplies prior to termination. 4.9items as well as the Products themselves. The Buyer In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall not refuse to receive Supplies due to minor defects. 4.10govern. Products shall be packed for shipment in Seller’s standard packing. Buyer shall provide any information be responsible for promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Products were delivered without damage; and documents required for export(b) the correct amounts, transport concentration levels, and import purposes.types of Products were delivered. BUYER SHALL NOTIFY SELLER, IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (5)

Delivery. 4.1A. Lead Time Lead time represents the period of time required by Seller to procure Components, manufacture and deliver a finished Product beginning with the receipt of a Purchase Order for the Product and ending with the shipment of the finished Product. Seller shall provide Issuing Party a lead time which, at a maximum, represents the longest Component lead time plus one week. B. Timely delivery is an important requirement of Buyer. Delivery performance shall be measured by on-dock date against the agreed delivery date. The delivery target is either the specified delivery date or the immediately preceeding day. C. To achieve Buyer's Just-In-Time goals, Seller agrees to perform frequent on-time deliveries, maintain regional warehouses, or establish "in-house stores" maintained at the Buyer's production sites. D. Unless otherwise set forth in the Purchase Order, and mutually agreed in writing by Eatonboth Parties, delivery title and risk of loss shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) pass to Issuing Party at the Buyer’s warehouse; or 4.1.2named place of destination as indicated by the Issuing Party. Seller shall consult the Issuing Party on the freight method and carrier and, when Issuing Party is paying for ocean freight, use Issuing Party's prescribed freight method and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingcarrier. 4.2E. If Seller delivers Product before the specified delivery date, Issuing Party may, at its option, return such Product at Seller's risk and expense for subsequent delivery on the specified delivery date or retain such material and make payment to terms as if the shipment had been delivered on the specified delivery date. As notified -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- Page 6 of 26 -------------------------------------------------------------------------------- F. Changes to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specifiedmay only be approved by the authorized purchasing representatives for the Issuing Party. The Issuing Party may, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short deliveredwithout cost or liability, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract issue change requests for Product quantities and defective delivery by Eaton of any one or more of the instalments schedule dates in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6Flexibility Agreement. If Eaton fails to deliver the Supplies for Written confirmation or rejection of any reason (other than the Buyer's fault) and Eaton is accordingly liable change request will be sent by Seller to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer Issuing Party within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from business days of receiving a change request, and the Issuing Party shall provide a confirming Purchase Order change within three (3) business days of receiving Seller's confirmation. Seller must accept any change requests within the time stated terms of the Flexibility Agreement Requests that fall outside the scope of the Flexibility Agreement will be mutually agreed to as to quantity, timing, and cost, and will become effective only after Parties reach a mutual agreement. G. Seller shall notify Issuing Party in writing immediately if Seller has knowledge of any event which could result in any change to the agreed delivery plan. H. In the event that Product scheduled for deliverydelivery is more than [*] business days late, Eaton shall be entitled Seller agrees to terminate the agreement in respect of use Issuing Party's preferred carrier (or other transportation mode) if requested by Issuing Party. Seller agrees to absorb any incremental premium transportation cost on such Supplieslate shipment. In the event that any part of Product scheduled for delivery is more than [*] business days late the price Issuing Party may purchase substitute Product elsewhere with no liability to Seller whatsoever, except to the extent that failure to deliver is caused by Issuing Party, Seller will not be liable for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationlate delivery. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1.1 Seller is legally bound by all delivery times set forth in the Order. Unless otherwise agreed in writing by Eatonwriting, delivery shall be made: 4.1.1. for road freight and parcel deliveriespart-, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveriesover-, FCA (Incoterms 2010) at the origin loading port early- or warehouse as agreed between the Parties in writingshort-deliveries are not allowed. 4.23.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. As notified If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer any dates quoted has without result set a reasonable period for delivery the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the Supplies are approximate only and may not be made total amount of the essence by noticeOrder per each commencing week for the delay period. Eaton Notwithstanding the foregoing, the amount of liquidated damages shall not be liable for any delay in delivery exceed 15% (at least EUR 2500) of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that total amount of the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4Order. ▇▇▇▇▇'▇ liability shall be limited is entitled to making up the delivery or allowing credit as above. 4.5. Where the Supplies are claim liquidated damages in addition to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited `s claim for performance under the Order. Buyer’s resort to liquidated damages for the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those delay period does not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of preclude ▇▇▇▇▇'▇ fault’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) thennot to be exported; or (b) exported from the United States of America (“U.S.”), without prejudice shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicelegal remedies available. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 7.1 Unless otherwise agreed expressly specified in writing by Eatonthe written acknowledgement of order, delivery shall of the Goods will be made:made ex-works as defined in INCOTERMS 2000. The Services will be performed at the Service Point. 4.1.1. for road freight 7.2 Delivery of the Goods or performance of the Services will be made during Supplier’s usual business hours. 7.3 Supplier will use reasonable endeavours to deliver and parcel deliveries, CPT (Incoterms 2010) at perform each of the Buyer’s warehouse; or 4.1.2. orders for ocean the Goods and air freight deliveries, FCA (Incoterms 2010) at Services within the origin loading port or warehouse as time agreed between the Parties in writing. 4.2. As notified to when the Buyer any dates quoted for delivery places an order and Supplier provides the acknowledgement of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If order and, if no delivery dates are specifiedtime is agreed, delivery will be then within a reasonable time. 4.3, but the time of delivery and performance will not be of the essence. If Eaton If, despite those endeavours, Supplier is satisfied that unable for any reason to fulfil any delivery or performance on the Supplies specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching liability to the Buyer such Supplies for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit a result of negligence) by any delay or failure in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit performance except as above. 4.5set out in this condition. Where the Supplies are to be delivered Any delay in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall performance will not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery or performance to be made and Supplier has not fulfilled the delivery or performance within that period. If Eaton fails to deliver the Supplies for any reason (other than Buyer cancels the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to the Buyer (any sums which the Buyer has paid to Supplier in the cheapest available market) respect of similar goods to replace those not delivered over the price that Contract or part of the SuppliesContract which has been cancelled and has not been delivered or is not ready for delivery; and 7.3.2 the Buyer will be under no liability to make any further payments under clause 5.1 in respect of that Contract or part of the Contract which has been cancelled. 4.7. 7.4 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods. 7.5 If the Buyer fails to take delivery of any of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time (otherwise than by reason except solely on account of any cause beyond Supplier’s default), the Buyer's reasonable control Goods or by reason of ▇▇▇▇▇'▇ fault) then, Services will be deemed to have been delivered or performed on the due date and (without prejudice to any its other right rights) Supplier may: 7.5.1 store or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to arrange for storage of the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer or sale in accordance with clause 7.5.2 and charge the Buyer for the reasonable all related costs and expenses (including handling including, without limitation, storage and insurance) ); and/or 7.5.2 following written notice to the Buyer, sell any of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 the Contract or 4.7.3 shall be due by account to the Buyer within thirty (30) days from for any excess achieved over the date of Eaton´s invoiceprice under the Contract, in both cases having taken into account any charges related to the sale. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. 7.6 The Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfil its obligations under the Contract. This assistance shall include (but not refuse be limited to) the timely provision of and access to receive Supplies due to minor defectsinformation, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless 8.1 Except as otherwise agreed by both parties in writing by Eaton, delivery shall be made: 4.1.1all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for road freight and parcel deliveries, CPT loading or off-loading (Incoterms 2010as appropriate) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to the Buyer any dates quoted make available for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedcollection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 4.3. If Eaton is satisfied that 8.3 The Seller will be deemed not to be in breach of the Supplies have been short deliveredContract, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer such Supplies for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as Eaton is satisfied were not delivered; orset out in this Condition 8. 4.3.2. allow 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up are for the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more account of the instalments Buyer and will be added to the Prices and invoiced in accordance with these Terms shall Condition 14.2. 8.5 Any delay in delivery will not entitle the Buyer to treat these Terms as a whole as repudiatedcancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has beencancelled. 4.6. If Eaton fails 8.6 Subject to deliver Condition 12, in the Supplies event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall such non-delivery will be limited to the excess (if any) of the cost to reasonable and proper costs and expenses incurred by the Buyer (in obtaining replacement goods of similar description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price Price of the Supplies. 4.7relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for suchnon-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the Supplies Goods when they are ready or fails to give Eaton adequate delivery instructions at the time stated tendered for delivery (otherwise than by reason as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of any cause beyond the Buyer's reasonable control Seller’s default), the Goods will be deemed to have been delivered on or by reason of ▇▇▇▇▇'▇ fault) then, the due date and (without prejudice to any its other right rights) the Seller may: 8.7.1 store or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to arrange for storage of the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer or sale in accordance with Condition 8.7.3 and charge the Buyer for the reasonable all related costs and expenses (including handling storage and insurance) ); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of storagethe Goods when tendered for delivery; orand/or 4.7.3. 8.7.3 following written notice to the Buyer, sell any of the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any Price of the Supplies contemplated Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such SuppliesConditions 8.7.1. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationand 8.7.2. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.15.1. Deliveries shall be made to the Delivery Address(es) listed in the Special Terms and Conditions. Avfuel or its authorized shipping agent (“Shipping Agent”) shall be provided access to Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing writing, the minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by Eaton, the maximum allowable Gross Vehicle Weight between the supply point and the delivery address. Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load. 5.2. Delivery shall be made: 4.1.1into tanks designated by Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for road freight all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and parcel deliveries, CPT (Incoterms 2010) at gauge the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery available capacity of the Supplies are approximate only tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery which Avfuel or the Shipping Agent determines, in its sole discretion, cannot be made safely. 5.3. Customer shall be responsible for all demurrage charges assessed by the Shipping Agent for additional time spent at the Delivery Address(es)_ or any Alternative Location. 5.4. Any claim by Customer of any discrepancy in the quantity of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability Product delivered shall be limited to making up the delivery or allowing credit as aboveeffective only if Avfuel is immediately notified, while Shipping Agent is still present. GIVEN THE NATURE OF THE PRODUCTS, TIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any 4.1 Any dates quoted for delivery of the Supplies Goods are approximate only and may not be made of the essence by notice. Eaton Company shall not be liable for any loss suffered by the Buyer arising from any delay in the delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeGoods. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton 4.2 The Buyer shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails all arrangements necessary to take delivery of the Supplies Goods whenever they are tendered for delivery and the Buyer shall not be entitled to refuse to accept and/or receive late delivery of the Goods 4.3 Time for delivery shall not be of the essence unless previously agreed by the Company in writing and it is agreed that the Buyer shall not be entitled to terminate the Contract by reason of the Company’s failure to deliver by the Delivery Date 4.4 Delivery shall take place and risk shall pass to the Buyer upon the earliest of the following:- (a) The Company handing the Goods to the Buyer or its agent at the Company’s premises, or (b) The Goods leaving the Company’s premises, or (c) On the eighth day following notification that the Goods are ready for dispatch except in the case of export orders which, unless agreed otherwise in writing, will be delivered F.O.B at an Italian port of the Company’s choosing 4.5 If the Buyer fails to:- (a) take delivery of the Goods or fails to give Eaton adequate delivery instructions before or at the time stated for delivery Delivery Date (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason Company’s fault); and (b) collect the Goods on the expiry of ▇▇▇▇▇'▇ fault) then, the seventh day following notification of readiness for despatch then without prejudice to any other right or remedy available to Eaton, Eaton the Company it may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. (a) store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling transportation and insurance) of storage; or 4.7.3. (b) treat the Contract as repudiated and sell the Supplies Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms Price or charge the Buyer for any shortfall below the price under these Terms; andPrice 4.7.4. payment 4.6 The Buyer shall inspect the Goods immediately on delivery and shall within seven (7) days of delivery notify the Company of any amounts contemplated in clauses 4.7.1, 4.7.2 alleged defect damage or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled failure to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9comply with description or sample. The Buyer shall not refuse afford the Company an opportunity to receive Supplies due to minor defects. 4.10inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall provide fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract free from any information defect or damage which would be apparent on a reasonable examination of the Goods and documents required the Buyer shall be deemed to have accepted the Goods 4.7 The Buyer shall be responsible for exportobtaining all necessary licenses and permissions for the import and use of the Goods into the country of destination 4.8 Save as otherwise provided in writing, transport and import purposesin respect of export orders, any stated Delivery Dates shall commence only upon receipt of a letter of credit complying in all respects with the Company’s requirements.

Delivery. 4.16.1 Delivery takes place on agreed INCOTERMS (ICC INCOTERMS 2000). Unless otherwise agreed in writing by EatonIf no INCOTERMS terms apply, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) understood to occur at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) moment unloading has finished taking place at the origin loading port location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or warehouse the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed between the Parties in writing. 4.2. As notified to 6.4 If the Buyer any dates quoted for is not able to accept delivery of the Supplies are approximate only and may not be made Goods or installation of the essence by notice. Eaton Goods when due, the Seller shall not be liable responsible for any delay in delivery arranging suitable storage at suitable premises of the Supplies howsoever causedGoods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If no delivery dates are specifiedshipment is not delivered to the Buyer's premises, delivery will the original bill of lading must be within a reasonable timefurnished with the invoice(s). The Buyer's count shall be accepted as final on all shipments. 4.3. If Eaton 6.7 Delivery is satisfied that completed only if the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery agreed Goods or allowing credit as above. 4.5. Where the Supplies Services are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments their entirety in accordance with these Terms the present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such document has been modified. 6.9 If the Seller is in the position of being able to supply some but not entitle all of its customers, the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) given priority over all other of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the SuppliesSeller's customers. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at place specified in the origin loading port or warehouse as agreed between the Parties in writingOrder Confirmation. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇'▇ fault) then, without prejudice to Seller may also sell any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8returned in accordance with such instructions. If Eaton holds any of the Supplies contemplated in clause 4.7 such Packages are not so returned they will be chargeable at replacement value and no credit will be due on the Buyer’s behalf in excess of three (3) months from the the time stated Packages for deliverywhich a charge have been made by Seller. "Packages" shall include bulk tankers, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such terminationminibulks, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationflexis, crates, boxes or other containers and pallets. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for ocean and air freight deliveries, FCA (Incoterms 2010) at off-loading the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Clause 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality at the lowest available market price, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Clause 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8returned in accordance with such instructions. If Eaton holds any of the Supplies contemplated in clause 4.7 such Packages are not so returned they will be chargeable at replacement value and no credit will be due on the Buyer’s behalf in excess of three (3) months from the the time stated Packages for deliverywhich a charge have been made by Seller. "Packages" shall include bulk tankers, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such terminationminibulks, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationflexis, crates, boxes or other containers and pallets. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for ocean and air freight deliveries, FCA (Incoterms 2010) at off-loading the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8returned in accordance with such instructions. If Eaton holds any of the Supplies contemplated in clause 4.7 such Packages are not so returned they will be chargeable at replacement value and no credit will be due on the Buyer’s behalf in excess of three (3) months from the the time stated Packages for deliverywhich a charge have been made by Seller. "Packages" shall include bulk tankers, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such terminationminibulks, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationflexis, crates, boxes or other containers and pallets. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.15.1 The contents of your Cask must be bo»led by us before it can be delivered to you. 5.2 All applicable duties, tari s, taxes (including VAT) and bo»ling and labelling fees must be paid by you before we will deliver the Bo»led Whisky to you. 5.3 Once bo»ling is complete, an estimated delivery date will be confirmed to you. Unless otherwise agreed in writing by EatonSubject to paragraph 6 (Taxes & Duties) below, your Bo»led Whisky will be delivered to you as stated below. a) If you are located within the United Kingdom, we will deliver within the United Kingdom and you will be responsible for paying the delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) costs at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions prevailing market rate at the time stated of delivery. b) If you are located outside of the United Kingdom you will be responsible for any delivery costs associated with international delivery. 5.4 We reserve the right to charge additional delivery costs in the event of a non-delivery caused by your failure to provide adequate delivery instructions, adequate personnel/equipment to take receipt and/or your non-availability to receive the delivery. 5.5 The person receiving the Bo»led Whisky (otherwise than by reason of any cause beyond whether this is you or your agent) must tell us immediately if the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but delivery does not limited to the selling pricearrive, and on arrival inspect the Bo»led Whisky and inform us immediately an in any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for event within 2 weeks if any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceproducts are damaged. 4.8. 5.6 If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for Bo»led Whisky is damaged during storage or delivery, Eaton shall be entitled to terminate the agreement defective in manufacture or contained in defective containers, our liability (howsoever arising) in respect of any such Suppliesdefects shall be limited, at our absolute discretion, to refunding you the Total Price paid for the a ected bo»les or replacing the defective containers. In You acknowledge that the event that any part contents of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9Cask itself is a unique product that cannot be replaced. The Buyer Products are otherwise sold without any guarantees or representations and all warranties, conditions or terms (whether statutory or otherwise and whether express or implied) to the contrary are, to the fullest extent permi»ed by law, expressly excluded. For the avoidance of doubt, this shall not refuse to receive Supplies due to minor defectsexclude the implied undertakings under the Consumer Rights Act 2015. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at place specified in the origin loading port or warehouse as agreed between the Parties in writingOrder Confirmation. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality at the lowest available market price, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8returned in accordance with such instructions. If Eaton holds any of the Supplies contemplated in clause 4.7 such Packages are not so returned they will be chargeable at replacement value and no credit will be due on the Buyer’s behalf in excess of three (3) months from the the time stated Packages for deliverywhich a charge have been made by Seller. "Packages" shall include bulk tankers, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such terminationminibulks, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationflexis, crates, boxes or other containers and pallets. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed specified in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:-option: 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:-may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1 The Goods will be delivered within a reasonable time after the receipt of ▇▇▇▇▇'s purchase order, subject to availability of finished Goods. Unless otherwise agreed in writing by Eaton, The delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) and/or shipping schedule is the best estimate possible based on conditions existing at the Buyer’s warehouse; or 4.1.2time of Seller's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and in the case of non-standard items, any such date is subject to Seller's receipt of complete information necessary for design and manufacture. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton Seller shall not be liable for any delay delays, loss or damage in delivery transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use. 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer and ship the Goods as they become available, in advance of the Supplies howsoever caused. If no quoted delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7date. If the Goods are delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer fails to at Seller's factory or designated shipment point (each, “Seller’s Shipment Point") using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Supplies or Goods within 5 days of Seller's written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason Buyer fails to give Eaton adequate accept delivery instructions of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expensesSeller’s Shipment Point, or costs resulting from such a delay; 4.7.2. store if Seller is unable to deliver the Supplies until actual delivery Goods at the sole cost Seller’s Shipment Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and charge the Buyer for the reasonable costs expenses (including handling including, without limitation, storage and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice). 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton6.1 Subject to agreement of the parties and to the procedures set forth herein, delivery and receipt of the crude oil sold under this Agreement shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) based on FOB vessels to be supplied by BUYER or BUYER’s ASSIGNEE at the Buyerloading terminal at [REDACTED], operated by SUMED (“SELLER’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingSupplier”). 4.2. As notified 6.2 SELLER agrees to deliver or cause to be delivered crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE agree to receive the Buyer any dates quoted for delivery of same or cause the Supplies are approximate only and may not same to be made of the essence by notice. Eaton received from SELLER in accordance with monthly lifting schedules agreed upon; provided, however, that SELLER, while according nondiscriminatory treatment to buyers, shall not be liable required to furnish a quantity of any grade of crude oil exceeding the capacity of its facilities. BUYER’s ASSIGNEE performance hereunder shall not relieve BUYER of any of its obligations under this Agreement as further provided in Paragraph 6.7 below. 6.3 SELLER, at its discretion, may cause its affiliate, Bolanter Corporation N.V. (“Bolanter”), or such other third party affiliated with SELLER as SELLER shall designate in writing (“Third Party Affiliate”), to perform SELLER’s obligation to deliver crude oil under this Paragraph 6, provided SELLER’s so doing shall not relieve SELLER of any of its obligations under this Agreement. 6.4 BUYER shall submit a monthly lifting schedule by the fifth (5th) day of each month preceding the Scheduled Month of Delivery. BUYER shall also submit at this time a provisional nomination schedule for any delay in delivery the first fifteen (15) days of the Supplies howsoever causedmonth following the Scheduled Month of Delivery. If no delivery the fifth (5th) day is a non-working day in London, then the BUYER shall submit a monthly lifting schedule and a provisional nomination schedule by the nearest preceding working day in London. The requested monthly lifting schedule and provisional nomination schedule shall contain a preferred one (1) day date for each lifting. SELLER shall attempt to accommodate BUYER’s proposed schedule but shall only guarantee lifting dates are specifiedduring the last ten (10) days of the Scheduled Month of Delivery, delivery will using its best efforts to provide lifting dates during the five (5) days preceding the last ten (10) days in the Scheduled Month of Delivery. The vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port on the accepted date if it arrives at the customary anchorage within a reasonable time. 4.3one (1) day before or one (1) day after the date accepted by SELLER. If Eaton is satisfied that Any subsequent revisions requested by the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery BUYER and accepted by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability SELLER shall be limited to making up a one (1) day acceptance range and the delivery vessel nominated by BUYER or allowing credit as aboveBUYER’s ASSIGNEE shall be deemed to have arrived at the load port only on the accepted date. 4.5. Where 6.5 SELLER shall authorize SUMED to deliver the Supplies are crude oil to be delivered in instalments, each BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE shall arrange with SUMED to lift and receive delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments crude oil. Delivery and lifting of crude oil at [REDACTED] shall be subject to and in accordance with these Terms shall not entitle the Buyer standard terms, conditions, port limitations, practices and procedures of SUMED. BUYER and BUYER’s ASSIGNEE also agree to treat these Terms as a whole as repudiatedcomply with the operation, lifting, and nomination procedures and obligations required of SELLER, pursuant to the Long Term Transportation Agreement between Bolanter and SUMED (the “Transportation Agreement”). 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) 6.6 BUYER and Eaton is accordingly liable to the BuyerBUYER’s ASSIGNEE shall defend, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thenindemnify and hold harmless SELLER, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling priceBolanter, and any additional expensesThird Party Affiliate from and against all claims, demands and liabilities of any kind whatsoever asserted against SELLER, Bolanter, or costs resulting from such any Third Party Affiliate by any party as a delay; 4.7.2. store result of BUYER’s failure to comply with the Supplies until actual delivery at the sole cost aforesaid terms, conditions, port limitations, practices and risk procedures, or as a result of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) deballasting of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms dirty ballast water by BUYER or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceBUYER’s ASSIGNEE. 4.8. If Eaton holds 6.7 Since SELLER is neither the terminal operator nor in control of any of the Supplies contemplated terminal operations, it is expressly understood and agreed that SELLER will not be liable to BUYER or BUYER’s ASSIGNEE for any demurrage, unless such demurrage is caused by SELLER’s failure to make the crude oil available for delivery. In those instances in clause 4.7 which demurrage is incurred because of SELLER’s failure, BUYER or BUYER’s ASSIGNEE shall present its claim for reimbursement to SELLER at least sixty (60) days prior to the expiration of the time limitation for demurrage claims set out in the applicable terminal regulations. Where BUYER’s demurrage claim does not arise from SELLER’s failure, as an accommodation to BUYER, SELLER will present to the terminal operator, on behalf of BUYER or BUYER’s ASSIGNEE, any claim for demurrage that is presented by BUYER to SELLER at least sixty (60) days prior to the Buyerexpiration of the time limitation for such demurrage claims, as set out in the applicable terminal regulations. After SELLER, on BUYER’s behalf in excess behalf, has presented a demurrage claim to the terminal operator, SELLER will follow up and make reasonable efforts, short of three (3) months arbitration or litigation, to effect recovery. SELLER will promptly remit to BUYER any monies received from the the time stated for delivery, Eaton shall be entitled to terminate the agreement terminal operator in respect of such Supplies. In the event that any part whole or partial satisfaction of the price for such Supplies was paid by demurrage claim of BUYER or BUYER’s ASSIGNEE with the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationterminal operator. 4.96.8 Notwithstanding anything else to the contrary elsewhere in the Agreement, should SELLER in its sole judgment determine that BUYER’s ASSIGNEE has failed in any respect to perform in accordance with its obligations under this Agreement, or that BUYER’s ASSIGNEE has become bankrupt or insolvent or otherwise unable to meet its financial obligations, BUYER shall continue to be directly liable to SELLER for the performance of the obligations assigned to BUYER’s ASSIGNEE hereunder. The Buyer Notwithstanding the foregoing, all Bills of Lading issued hereunder shall not refuse to receive Supplies due to minor defects. 4.10name BUYER as consignee. Buyer shall provide any information and documents required for export, transport and import purposes.PBF HOLDING LLC – [REDACTED] – 01 02 11 (ses) Page 7 of 12

Delivery. 4.110.1. Unless otherwise agreed in writing Any delivery date indicated by Eaton, Synertech Innovations shall merely be regarded as the estimated date of delivery and shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port not bind Synertech Innovations to effect delivery on or warehouse as agreed between the Parties in writingnear such date. 4.210.2. As notified to the Buyer any dates quoted for The customer shall accept delivery of the Supplies are approximate only whenever it is tendered and may not be made of the essence by notice. Eaton shall not be liable for entitled to resile from the agreement nor to withhold or defer any delay payment nor to a reduction in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice nor to any other right or remedy available against Synertech Innovations (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to EatonSynertech Innovations. 10.3. If delivery of any particular order is to be effected in consignments, Eaton may:-Synertech Innovations shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 4.7.110.4. require payment on any reasonable basisIf the goods are to be delivered by road, including but the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the cost of goods does not limited include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech Innovations has agreed to deliver it at the railhead, when Synertech Innovations delivers it to the selling pricerailhead to be so transported. 10.5. If Synertech Innovations agrees to engage a third party to transport the goods, then Synertech Innovations is hereby authorized to engage a third party of its choice on the customer’s behalf and any additional expenseson the terms deemed fit by Synertech Innovations, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost costs and risk of the Buyer customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech Innovations against any costs and claims that may arise against Synertech Innovations from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech Innovations in writing within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim. 10.7. The customer shall be obliged to furnish all information necessary to enable delivery of the relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech Innovations at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech Innovations shall, in addition to any other rights it may have, be entitled to charge the Buyer customer for the reasonable costs (including handling and insurance) storage of storage; or 4.7.3. sell the Supplies goods at a storage rate of 1% per month or portion thereof calculated on the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to value of the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days goods stored as from the date of Eaton´s invoice. 4.8. If Eaton holds any of delivery until the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid date it is collected by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationcustomer and payable before collection thereof. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1. Unless otherwise agreed in writing by Eatonagreed, the delivery period shall be maderun from the latest of the following dates: 4.1.1. a) The date of the formation of the Contract b) The date on which the Vendor receives notice of the issue of a valid license where such is necessary for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at execution of the origin loading port or warehouse as agreed between the Parties in writingContract. 4.2. As notified to the Buyer any dates quoted for delivery c) The date of the Supplies are approximate only and may not be made receipt by the Vendor of such payment in advance of manufacture as is stipulated in the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeContract. 4.33.2. If Eaton is satisfied that Blue Sky Global Distribution CY Ltd., will use its best endeavors to complete its contractual obligations within the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess period (if any) stated in the contract or in a reasonable time but shall be under no liability for any loss, damage or claim whatsoever caused by or consequential upon any delay from any cause whatsoever and however arising. In no circumstances shall delay be a ground for cancellation of contract by the Buyer. 3.3. Should delay in delivery be caused by any of the cost circumstances mention in Clause 6 or ay an act or omission of the Buyer and whether such cause occurs before or after the time or extended for delivery, there shall be granted subject to the Buyer (in the cheapest available market) provision of similar goods to replace those not delivered over the price paragraph 4 hereof such extension of the Suppliesdelivery period as is reasonable having regard of all the circumstances of the case. 4.73.4. If the Buyer fails to take accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the Goods had been delivered. The Vendor shall arrange for the storage of the Supplies or fails to give Eaton adequate delivery instructions Goods at the time stated for delivery (otherwise than by reason risk and cost of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton The Vendor shall be entitled to a payment from the Buyer of 1% of the total contract value per month or part thereof after the agreed dispatch date has passed. Provided that if the delay in accepting delivery is due to one of the circumstances mentioned in Clause 6 and the Vendor is in a position to store it in his premises without prejudice to his business, the cost of storing the Goods shall not be borne by the Buyer. 3.5. Unless the failure of the Buyer is due to any of the circumstances mentioned in Clause 6 the Vendor may require the Buyer by notice in writing to accept delivery within a reasonable time. If the Buyer fails for any reason whatever to do so within such time the Vendor shall be entitled by notice in writing to the Buyer, and without requiring the consent of any Court, to terminate the agreement Contract in respect of such Supplies. In the event that any part portion of the price for such Supplies was paid Goods as is by reason of the failure of the Buyer prior aforesaid not delivered and thereupon to such termination, Eaton shall repay such amounts after deducting all costs incurred recover from the Buyer any loss suffered by Eaton in respect reason of such Supplies prior failure up to terminationan amount not exceeding the price attributable to that portion of the Goods which the Buyer has failed to accept delivery of. 4.93.6. The Buyer Vendor shall not refuse never be responsible for importation in or to receive Supplies due to minor defectsBuyer’s country or the location of the Site, or any import charges, duties, taxes or customs related hereto. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1.1 Seller is legally bound by all delivery times set forth in the Order. Unless otherwise agreed in writing by Eatonwriting, delivery shall be made: 4.1.1. for road freight and parcel deliveriespart-, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveriesover-, FCA (Incoterms 2010) at the origin loading port early- or warehouse as agreed between the Parties in writingshort-deliveries are not allowed. 4.23.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. As notified If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within has without result set a reasonable timeperiod for the Seller for performance or cure. 4.3. 3.1.3 If Eaton is satisfied that Seller delivers the Supplies have been short deliveredgoods or completes the services later than scheduled, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to Buyer may assess the Buyer such Supplies agreed amounts as Eaton is satisfied were not delivered; or 4.3.2. allow liquidated damages for the Buyer credit in respect thereof. 4.4delay period. ▇▇▇▇▇'▇ liability shall be limited is entitled to making up the delivery or allowing credit as above. 4.5. Where the Supplies are claim liquidated damages in addition to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited `s claim for performance under the Order. Buyer’s resort to liquidated damages for the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those delay period does not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of preclude ▇▇▇▇▇'’▇ faultright to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) thennot to be exported; or (b) exported from the United States of America (“U.S.”), without prejudice shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to Eaton, Eaton may:- 4.7.1legal remedies available. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.23. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.ДОСТАВКА,

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery 6.1 Delivery of the Goods shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) made by the Buyer collecting the Goods at the BuyerSeller’s warehouse; premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or 4.1.2. , if some other place for ocean and air freight deliveriesdelivery is stated in the Contract, FCA (Incoterms 2010) at by the origin loading port or warehouse as agreed between Seller delivering the Parties in writingGoods to that place. 4.2. As notified to the Buyer any 6.2 Any dates quoted for delivery of the Supplies Goods are approximate only and may not be made of the essence by notice. Eaton Seller shall not be liable for any delay in delivery or installation of the Supplies howsoever Goods however caused. If no Time for delivery dates are specified, shall not be of the essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery will be within a date on giving reasonable timenotice to the Buyer. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. 6.3 Where the Supplies Goods are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery failure by Eaton of the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat these Terms the Contract as a whole as repudiated. 4.6. 6.4 If Eaton the Seller fails to deliver the Supplies Goods (or any instalment) for any reason (other than any cause beyond the Seller’s reasonable control or the Buyer's ’s fault) , and Eaton the Seller is accordingly liable to the Buyer, ▇▇▇▇▇'▇ the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the SuppliesGoods. 4.7. 6.5 If the Buyer fails to take delivery of the Supplies Goods or fails to give Eaton the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's ’s reasonable control or by reason of ▇▇▇▇▇'▇ the Seller’s fault) then, without prejudice to limiting any other right or remedy available to Eatonthe Seller, Eaton may:-the Seller may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. 6.5.1 store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. 6.5.2 sell the Supplies Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price payable under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by 6.6 If the Seller delivers to the Buyer within thirty (30) days from a quantity of Goods up to [5]% more or less than the date of Eaton´s invoice. 4.8. If Eaton holds any of quantity ordered the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton Buyer shall not be entitled to terminate object to or reject the agreement in respect of such Supplies. In the event that any part Goods by reason of the price surplus or shortfall and shall pay for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationGoods on a pro rata basis. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. a) Unless otherwise agreed in writing agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by Eatonthe PURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, delivery including health and safety regulations, and that all necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered to the nominated, the SUPPLIER shall be made:deemed to have delivered the goods in accordance with the Agreement if it obtains a receipt or signed delivery docket for the goods from a person authorised to accept the goods on behalf of the PURCHASER. 4.1.1. e) If the nominated address is unattended or if delivery cannot otherwise be effected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as supply of goods and/or services agreed between SUPPLIER and the Parties in writingPURCHASER. 4.2. As notified h) The SUPPLIER must immediately give written notice to the Buyer PURCHASER upon becoming aware that an event may cause a delay to the delivery of goods by the date of supply of goods and/or services. i) Subject to clause 10, the SUPPLIER must compensate the PURCHASER for any dates quoted for reasonable costs or expenses incurred as a result of a delay in the delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timegoods and/or services. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 3.1 Unless agreed otherwise in writing, delivery of Goods from BIB to the Buyer shall always take place in accordance with the Incoterm Ex Works, hereinafter: 'EXW' (or: warehouse Roermond or Oss) as referred to in the Incoterms version 2020 of the International Chamber of Commerce (ICC). 3.2 Unless otherwise agreed in writing by Eatonwriting, the transport costs for the carriage of Goods from delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at borne by the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified 3.3 The delivery and transfer of the risk of the Goods (loss, theft, damage, defects and damages) to the Buyer any dates quoted for delivery occurs by placing the Goods at the disposal of the Supplies are approximate only and may not be made of Buyer or the essence by notice. Eaton shall not be liable for any delay in delivery of first carrier from the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason BIB warehouse (other than the Buyer's faultlocation) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7Netherlands. If the Buyer fails places the Goods at BIB's disposal for further processing or completion, packaging or otherwise, these goods, insofar as BIB has not yet fulfilled its obligations in respect of these goods, remain entirely for the account and risk of the Buyer, except if the damage or destruction of these goods is attributable to a failure attributable to BIB. 3.4 The delivery times indicated by BIB are always approximate and are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each partial delivery. In case of cross-border deliveries, in deviation from article 73 section 2 and section 3 of the Vienna Sales Convention, each delivery is to be regarded as a separate contract. 3.6 Deliveries in excess or short of the agreed number of Goods shall be permitted at a rate of 10%. The excess or shortfall of the number delivered shall be charged or settled respectively. 3.7 In the event of a delay in delivery due to circumstances of any kind, the delivery period will be extended by the duration of the delay. BIB will inform the Buyer in good time of any delay. A delay in delivery does not give the Buyer the right to terminate the contract in whole or in part, to suspend his obligations towards BIB, or to claim damages. 3.8 The Buyer shall be obliged to take delivery of the Supplies Goods at the moment when they are delivered to him or at the moment when they are made available to him in accordance with the Agreement. If the Buyer has not taken delivery at the agreed time or agreed place, or fails to give Eaton adequate delivery provide information or instructions necessary for delivery, Goods will be stored at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3Buyer. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton In such case BIB shall be entitled to terminate charge both the agreement agreed costs and all additional costs (including in respect of such Supplies. In the event that any part of the price for such Supplies was paid by case storage costs) to the Buyer prior at the time the Goods are delivered or made available to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationthe Buyer. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.14.1 The Seller will endeavour to dispatch Goods on an agreed delivery date. However, all delivery times quoted are estimates only. Time of delivery shall not be of the essence of the contract. 4.2 If the Seller fails to deliver within a reasonable time, the Buyer may (by informing the Seller in writing) cancel the contract, however: 4.2.1 The Buyer may not cancel if notice is received by the Seller after the Goods have been dispatched. 4.2.2 If the Buyer cancels the contract, the Buyer can have no further claim against the Seller under that contract. 4.3 If the Buyer accepts delivery of the Goods after the estimated delivery time, it will be on the basis that the Buyer has no claim against the Seller for delay (including indirect or consequential loss, or increase in the price of the Goods). 4.4 Unless otherwise agreed in writing by Eatonthe Seller may deliver the Goods in instalments over a maximum 12-month period. Each instalment is treated as a separate contract. 4.5 The Seller may deliver the Goods in quantities of 10% more or less than the quantity ordered and charge the Buyer for the quantity actually delivered. 4.6 If short delivery occurs the Buyer may not reject the Goods but shall accept the Goods as part performance of the contract, delivery and a pro-rata adjustment to the price shall be made:. 4.1.1. 4.7 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for road freight dispatch, the Seller shall be entitled to store and parcel deliveries, CPT (Incoterms 2010) at insure the Goods and to charge the Buyer the reasonable costs of doing so. 4.8 If the Seller fails to deliver for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s warehouse; or 4.1.2. for ocean fault and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton Seller is accordingly liable to the Buyer, ▇▇▇▇▇'▇ the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar Goods (in the cheapest available market) of similar goods to replace those not delivered over the price of the SuppliesGoods. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.14.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Unless otherwise agreed Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in writing particular for storage, and with a minimum as charged by EatonSeller´s logistic company, delivery be it at Seller´s premises or be it at a third party storage company, shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at reimbursed to Seller within 14 days after receipt of the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writinginvoice notwithstanding Sellers right to claim further damages incurred. 4.2. As notified to the Buyer 4.4 For any dates quoted for deferral of any delivery of the Supplies are approximate only and may not periods, if so agreed by Seller, Customer hereby agrees that storage shall be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specifieddone at Seller´s affiliate Coolbridge Szolgáltató Kft., delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. H-▇▇▇▇ ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇▇ liability shall be limited ▇▇ ▇., ▇▇▇ number: 27045602-2-11 according to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions respective terms and conditions as valid at the time stated being. 4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the Goods to the carrier. 4.6 Seller shall be entitled to partial shipments within reason. Seller will also have the option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to clause 4.2. 4.7 Delay in delivery (otherwise than by reason of any cause beyond partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Buyer's reasonable control remaining deliveries. 4.8 If Customer is unable to receive the Goods when tendered, Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by reason of ▇▇▇▇▇'▇ faultSeller as a result thereof. 4.9 Any quoted lead time(s) then, without prejudice may be impacted due to the COVID-19 or any other right future pandemic and any related foreseeable or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basisunforeseeable circumstances arising from it, including but not limited to the selling pricegovernment regulations, and any additional expenseslabor shortages, supply chain disruptions, or costs measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay arising from Seller's slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from such delay, to claim a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk half percent (0.5%) for each full week, but overall not more than five percent, of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any value of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid total delivery that cannot be used in due time because of the delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the Buyer prior right to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationdemonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless 6.1 Except as otherwise agreed by both parties in writing by Eaton, delivery shall be made: 4.1.1all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for road freight and parcel deliveries, CPT loading or off-loading (Incoterms 2010as appropriate) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified 6.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to the Buyer any dates quoted make available for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedcollection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 4.3. If Eaton is satisfied that 6.3 The Seller will be deemed not to be in breach of the Supplies have been short deliveredContract, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer such Supplies for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as Eaton is satisfied were not delivered; orset out in this Condition 8 and in the case of its wilful default or fraud. 4.3.2. allow 6.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up are for the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more account of the instalments Buyer and will be added to the Prices and invoiced in accordance with these Terms shall Condition 13.2. 6.5 Any delay in delivery will not entitle the Buyer to treat these Terms as cancel the purchase order. The Seller shall be entitled to perform two different delivery attempts should the first attempt fail due to a whole as repudiatedreason attributable to the Seller. In the event the second attempt also fails, due to a reason attributable to the Seller, the Buyer shall be entitled to withdraw the purchase order provided the Buyer has given 15 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 6.5 then: 6.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 6.5.2 the Buyer will be under no liability to make any payments under Condition 13 in respect of that purchase order or part of the purchase order which has been cancelled. 4.6. If Eaton fails 6.6 Subject to deliver Condition 11, in the Supplies event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 6.5 the Seller’s liability for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall such non-delivery will be limited to the excess (if any) of the cost to reasonable and proper costs and expenses incurred by the Buyer (in obtaining replacement goods of similar description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price Price of the Supplies. 4.7relevant Goods. If the Buyer fails to provide written notice of non-delivery in accordance with Condition 6.5, the Seller shall have no liability whatsoever to the Buyer for such non-delivery and the Buyer shall be liable for the Price of the Goods. 6.7 If the Buyer refuses or fails to take delivery of any of the Supplies Goods when they are ready or fails to give Eaton adequate delivery instructions at the time stated tendered for delivery (otherwise than by reason as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of any cause beyond the Buyer's reasonable control Seller’s default), the Goods will be deemed to have been delivered on or by reason of ▇▇▇▇▇'▇ fault) then, the due date and (without prejudice to any its other right rights) the Seller may: 6.7.1 store or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to arrange for storage of the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer or sale in accordance with Condition 6.7.2 and charge the Buyer for the reasonable all related costs and expenses (including handling storage and insurance) ); and/or 6.7.2 following written notice to the Buyer, sell any of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any Price of the Supplies contemplated Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationCondition 6.7.1. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.12.1 Delivery terms are as stated in the Agreement, or, if none are so stated, Delivered Duty Paid (DDP) the designated Timken facility. Unless otherwise agreed in writing Delivery terms are governed by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.22.2 Seller shall deliver all Products and Services on the dates specified by Timken, and meet all of Timken’s required service levels. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by noticefor purposes of Seller’s delivery of Products and Services to Timken. Eaton shall Timken may reject any Pr oducts or Services not be liable delivered on time (w hether early or late) and return such Products and Services at Seller’s risk and expense. Seller may not w ithhold delivery for any delay in delivery of reason w ithout the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. prior w ▇▇▇▇▇'▇ liability consent of Timken. 2.3 Seller shall deliver all Products and Services in the quantities specified by Timken in a purchase order. Forecast quantities are estimates for reference only and do not constitute binding commitments by Timken to purchase. Quantities delivered in exc ess of ordered quantities may be limited returned at Seller’s risk and expense. 2.4 Risk of loss and damage to making up the Products remains w ith Seller until the Products have been delivered to Timken in accordance w ith the delivery terms. Notw ithstanding the preceding sentence, if the Products are received by Timken on consign ment, (a) risk of loss and damage to the Products, and responsibility for insuring the Products against loss and damage, remains w ith Seller until the time at w hich Timken either resells the Products or allowing credit uses the Products in production (referred to as abovethe “end of the consignment period”), (b) title to the Products remains w ith Seller, and Timken has an absolute right to return the Products, up to the end of the consignment period, and (c) title to the Products passes to Timken at the end of the consignment period. 4.5. Where 2.5 If Seller has reason to believe that a delivery of Products or the Supplies are to performance of Services may not be delivered in instalmentsmade w ithin the time required by the Agreement, each delivery or if an actual delay has occurred, Seller shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, promptly send w ▇▇▇▇▇'▇ liability shall be limited notice to Timken, stating the excess (if any) cause and expected duration of the cost to delay. During the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason period of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thendelay, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery Seller shall at the its sole cost and risk expense take all steps as are necessary or desirable to mitigate the effects of the Buyer delay on Timken and charge minimize disruption of supply to Timken, including treating Timken no less favorably than any of its other customers if Seller is required to allocate goods or resources among its customers. If there is an anticipated or actual delay, or a threat by Seller to suspend delivery for any reason, Timken may, in addition to all other remedies available to it, take one or a combination of the Buyer follow ing actions: (a) direct Seller to ship, at Seller’s sole cost and expense, Products using an expedited method of transportation such as express air freight, (b) acquire substitute Products or Services from other sources, in w hich case Seller shall reimburse Timken for any additional costs and expenses, including incidental costs of cover, and ( c) cancel or reduce the reasonable costs (including handling and insurance) of storage; or 4.7.3quantities under the Agreement. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account Timken w ill have no liability to Seller w ith respect to the Buyer for the excess over the price under these Terms cancelled or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicereduced quantities. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.19.1 Delivery relies on prompt receipt of all payments, forms and proofs. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at It is the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties responsibility to send/return these in writinggood time. 4.29.2 The Seller aims to dispatch an order 20 working days from receipt of the final proof. As notified The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed unless in writing from the Seller. 9.4 The Seller shall use its reasonable endeavours to meet any dates quoted (non default) date agreed for delivery. In any event that delivery of the Supplies are approximate only and may shall not be made of by the essence by notice. Eaton agreed date the Seller shall not be liable for any delay in losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a problem the Buyer will be contacted immediately. 9.6 Delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability Goods shall be limited made to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) address specified on the order form and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability order confirmation email. The Buyer shall be limited to make all the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails arrangements necessary to take delivery of the Supplies or fails Goods whenever they are tendered for delivery. Once the first delivery attempt has been made, redelivery of the Goods is the responsibility of the Buyer. The seller is not liable for any costs incurred if the Buyer is not able to give Eaton adequate take delivery instructions at the time stated any delivery attempts are made. 9.7 The Consumer Rights Act means the Seller is responsible for delivery (otherwise than the condition of the goods until the goods are received by reason of any cause beyond the Buyer's reasonable control , or by reason of ▇▇▇▇▇'▇ fault) thensomeone else you have nominated to receive them on their behalf. If the Goods arrived damaged, without prejudice the Buyer is entitled to any other right or remedy available to Eaton, Eaton may:- 4.7.1replacements only. require payment on any reasonable basis, including but not limited These goods must be returned to the selling priceSeller, and any additional expenses, or postage costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall will be due covered by the Buyer within thirty (30) days from the date of Eaton´s invoiceSeller. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.11. Unless otherwise The Lessee shall designate the Scheduled Delivery Date to the Lessors with respect to each Unit Component forming the Property pursuant to Section 1 of Attachment 1. 2. Subject to satisfaction of the conditions described in Article 5 and receipt of the delivery of each Unit Component under the Purchase Agreement on the respective Scheduled Delivery Date, the Lessors shall deliver such Unit Component to the Lessee for the purpose of the lease under the preceding article on the same date at the same place, and the Lessee shall accept such delivery from the Lessors. 3. In the event it is necessary to change the Scheduled Delivery Date, the Lessee shall notify such fact to the Lessors as soon as possible (no later than five (5) Bank Business Days prior to such date). With respect to each Individual Transaction, the Lessee and the Lessors shall execute a new agreement on the amount of the Lease Fees, Purchase Option Exercise Price, Return Adjustment, Standard Redemption Price and Liquidated Damages on the assumption of the actual Property Purchase Price and the Delivery Date. In such a case the agreed amount of the Lease Fees, Purchase Option Exercise Price, Return Adjustment, Standard Redemption Price and Liquidated Damages, together with the actual Property Purchase Price, Delivery Date and Lease Interest Rate, shall be made in writing by Eatonand attached to each Certificate of Lease in the form of Attachment 2. 4. Any costs and liability (including the Break Funding Cost; in the event the Lessee is responsible to pay the Break Funding Cost hereunder, the Lessee shall pay the amount calculated in accordance with the definition under Article 1 for both Toshiba Tranche 1 and SD Tranche 1. The same shall apply hereinafter in this agreement.) incurred through a change of the Scheduled Delivery Date or delay or impossibility of delivery (except for the case attributable to the Lessors) shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at borne by the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingLessee. 4.25. As notified Upon delivery of each Unit Component under Paragraph 2 above, the Lessee shall execute and deliver to the Buyer any dates quoted Lessors the Certificate of Lease of the form in Attachment 2. 6. The delivery of each Unit Component for the lease in each Individual Transaction under this Agreement shall be considered to be completed by the delivery of the Supplies are approximate only and may not be made respective Certificate of Lease under the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling pricepreceding paragraph, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days Lessee may use each Unit Component as from the date of Eaton´s invoicedelivery of such Certificate of Lease. 4.87. If Eaton holds any Any costs relating to the delivery of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton Property under this Article shall be entitled to terminate borne by the agreement in respect of such SuppliesLessee. 8. In the event that any part the delivery of the price for such Supplies was paid by Property under Paragraph 2 hereof has not been completed within the Buyer prior Delivery Period, the Lessee and the Lessors shall consult with each other in good faith concerning a possibility to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationextend the Delivery Period. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedthis Order. If no Seller delivers (he goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, arc for damages resulting from the delay period only; are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not deliveredtime this Order was issued; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies and are to be delivered in instalmentsassessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth above, each delivery shall constitute a separate contract and defective delivery Seller agrees to pay the costs actually incurred by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer in transportation over and above normal transportation costs, up to treat these Terms a maximum of […***…], during the period of time starting […***…] after the delivery date. Except as a whole as repudiated. 4.6. If Eaton fails to deliver otherwise set forth in the Supplies Supply Agreement, Buyer’s sole remedy for any reason (other than damages for late delivery during the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability delay period shall be limited to the excess (if any) receipt of the cost amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations). Notwithstanding anything herein to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling pricecontrary, and any additional expenseswithout limiting Buyer’s other rights herein, or costs resulting from such a delay; 4.7.2no liquidated damages shall apply to laic delivery during calendar year […***…]. store All delivery designations are INCOTERMS 2010. Unless otherwise stated on the Supplies until actual delivery at the sole cost and risk face of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting this Order, all reasonable storage and selling expenses) account to the Buyer for the excess over the price goods provided under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 this Order shall be due by FCA Storage Yard. Notwithstanding the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for deliveryforegoing Incoterm, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer Seller shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required be responsible for clearing the goods for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at place specified in the origin loading port or warehouse as agreed between the Parties in writingOrder Confirmation. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality, at the lowest available market price, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇'▇ fault) then, without prejudice to Seller may also sell any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated returned in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.accordance with

Delivery. 4.1(a) The Goods will be delivered within a reasonable time after the receipt of ▇▇▇▇▇’s purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit. (b) Unless otherwise agreed in writing by Eatonthe parties, Seller shall deliver the Goods to Seller’s warehouse or the manufacturer’s delivery shall be made: 4.1.1point, as applicable (the “Delivery Point”), using Seller’s standard methods for packaging and shipping the Goods. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for must take delivery of the Supplies are approximate only Goods within one day of Seller’s notice to Buyer that the goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and may not be made provide equipment and labor reasonably suited for receipt of the essence by notice. Eaton shall not be liable for any delay Goods at the Delivery Point. (c) Seller may, in delivery its sole discretion, without liability or penalty, make partial shipments of the Supplies howsoever causedGoods to Buyer. If no delivery dates are specified, delivery Each shipment will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract sale, and defective delivery by Eaton Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiatedBuyer’s purchase order. 4.6. (d) If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies Goods on the date fixed pursuant to Section 2(b), or fails if Seller is unable to give Eaton adequate delivery instructions deliver the Goods at the time stated Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for delivery all related costs and expenses (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thenincluding, without prejudice to any other right or remedy available to Eatonlimitation, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling storage and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice). 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery (a) The Vessel shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (hereinafter called the “Delivery”) fully complete, supplied (including lubricating oil and fresh water in the cheapest available marketsystem but excluding ship’s stores such as food, utensils, miscellaneous consumables, etc.) of similar goods to replace those not delivered over and ready for immediate operation, after having passed the price tests and met the standards set forth in the Specifications and Articles III, IV, and XVII hereof on or before ***** 2014 (hereinafter called the “Delivery Date”). The Buyer may delay Delivery beyond the Delivery Date by giving written notice of the Suppliesrevised date (herein after called “Revised Delivery Date”) for Delivery not later than two (2) months before keel laying of the Vessel. Buyer may give up to only one (1) notice for a delay of [90] days. Notwithstanding the foregoing, in the event defects that could affect the Vessel’s seaworthiness or impair the operation of Vessel are discovered after the Vessel has passed the tests and met standards set forth in the Specifications and prior to Delivery of the Vessel, Buyer shall have the right to require the Builder to make the necessary correction(s) at the Builder’s expense prior to Delivery. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ faultb) thenThe Builder shall use its best efforts and all due diligence and dispatch, without prejudice to any other right or remedy available to Eatonincluding, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to, the ordering, expediting and inspection of all machinery, parts and materials, to complete and deliver the Vessel on or prior to the selling priceDelivery Date. (c) The Builder shall assist the Buyer to bunker and store the Vessel (beyond the conditions set forth in Article V(a) above) at Buyer’s expense to be ready for departure. Delivery shall be made at the Shipyard at a wharf side where there shall be sufficient water for the Vessel always to be afloat and from which it can safely depart, or at such other safe and secure place as may be mutually agreed. Upon Delivery, the Vessel shall be free and clear of all liens, encumbrances, taxes and claims of any nature. (d) If, at any time, either the commencement of construction, construction or Delivery of the Vessel or any performance required hereunder as a prerequisite to the Delivery thereof is delayed by any of the following events: namely war, acts of state or government, blockade, revolution, insurrections, riots, strikes, sabotage, lockouts or other labor disturbances (excluding disturbances within the control of the Builder), Acts of God, plague or other epidemics, quarantines, prolonged failure or restriction of electric current, freight embargoes, earthquakes, tidal waves, typhoons, hurricanes, unusually prolonged or unusually severe weather conditions, destruction of the premises of works of the Builder or its subcontractors, or of the Vessel, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the reasonable control of (and not caused by the actions of) the Builder or its subcontractors, as the case may be (collectively called “Force Majeure”), then, in the event of delays due to the happening of any of the aforementioned contingencies, the number of days by which Delivery is late under this Contract (i.e., after the scheduled Delivery Date of the Vessel) shall be reduced, subject to the provisions of this Article V(d), by a period of time which shall not exceed the total number of working days lost due to such delays. Notwithstanding the foregoing, acts of commission or omission (irrespective as to negligence and whether voluntary or compulsory) of employees, independent contractors or subcontractors, representatives, agents, or others engaged by the Builder, including their officers, employees, crews, inspectors, and pilots (whether voluntary or compulsory) shall not excuse the Builder for delay hereunder. (e) The Builder shall notify the Buyer in writing within ten (10) days after the beginning of any additional expensesperiod of claimed delay as to the facts establishing that the claimed delay is excusable pursuant to Article V(d) and the estimated period of delay. The Buyer shall have the right to verify the basis of the claimed delay and, if there is a disagreement, the issue shall be resolved by arbitration in accordance with the provisions of Article XXV. An extension of the Delivery Date shall only be allowed if the event(s) above designated adversely affects the Delivery Date of the Vessel, as determined on the date that the Vessel is actually delivered. Should the Builder fail to timely give required notice under this Article V(e) demonstrating that the claimed event(s) directly affect the Delivery Date, it shall not be excused for any such delay. (f) If, following any notice (oral or costs resulting from such written) by Builder of a delay; 4.7.2. store , Buyer determines in its reasonable discretion (taking into account the Supplies until actual delivery at opinion of Builder), other than due to delays caused by the sole cost and risk Buyer, that Delivery of the Buyer and charge Vessel likely will be delayed for any reason whatsoever (including without limitation Force Majeure) for a period of more than two hundred (200) days beyond the Delivery Date, the Buyer shall have the following options: i) to continue this Contract reserving Buyer’s right to liquidated damages for the reasonable costs time period that late Delivery is not excused by Force Majeure (including handling and insuranceif properly claimed) of storageas provided in Article VIII(a); or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expensesii) account to cancel this Contract, in which event the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the entitled to a refund in accordance with Article VII(g) and no liquidated damages. If Builder gives Buyer within written notice of a delay under Article XXVI, Buyer shall have thirty (30) days from to exercise the date of Eaton´s invoicerights under this subarticle (f) with respect to such delay (though further delays still remain subject to Buyer’s rights under this subarticle (f)). 4.8. If Eaton holds any (g) i) Should the Vessel be completed for Delivery before the Delivery Date and the Builder has so informed the Buyer at least four (4) months in advance of the Supplies contemplated in clause 4.7 on early delivery date suggested by Builder, the Buyer may take Delivery at Buyer’s behalf in excess of three (3) months from the the time stated for deliveryoption, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer but not earlier than 90 days prior to such terminationthe Delivery Date, Eaton shall repay such amounts after deducting provided that all costs incurred by Eaton in respect the terms and conditions of such Supplies prior to terminationthis Contract have been fulfilled. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products in accordance to the terms and standards, defined in the International Commercial Terms (Incoterms 2020) of the International Chamber of Commerce as designated and specified in the Purchase Order. 4.2 MARELLI may issue one or more Purchase Order(s) to Supplier specifying, including, but not limited to, the quantities of the Products to be purchased and the required deliver dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by Eatonthe Parties. 4.8 Supplier shall supply, delivery together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in writing, carriage of Products shall be madefully at Supplier's own risk and expense. 4.10 In the event of: 4.1.11. for road freight and parcel deliveries, CPT (Incoterms 2010) missed or delayed or not compliant delivery at the Buyerfault of the Supplier; 2. delivery at a place different from the one specified by MARELLI, MARELLI shall have, in its sole discretion, the right to procure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s warehouse; or 4.1.2. for ocean cost and air freight deliveriesrisks, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingwhich shall be quantified and communicated to Supplier. 4.2. As notified 4.11 In the event of any actual or potential supply disruption, the Supplier must immediately provide at least the following information: 1) Impacted parts including part numbers 2) Current coverage in your stock 3) The extent of expected impact to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specifiedMARELLI, delivery will be within a reasonable time.including volumes; and 4.3. If Eaton 4) Countermeasures that Supplier is satisfied that the Supplies have been short deliveredimplementing, Eaton shall at its option:- 4.3.1own cost, to avoid or mitigate supply disruptions. make up any short Supplier acknowledges that failure, missed, delayed, or non-conforming delivery by dispatching may result in damages to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of MARELLI beyond the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basisreplacement Products, including but not limited to, those related to the selling priceunderutilized fixed costs, unused labor, costs related to failure to launch programs or costs imposed by Customers for its missed, delayed or non- conforming delivery and agrees that as all such costs may be charged to Seller by MARELLI. MARELLI reserve all rights to recovery any additional costs, expenses, expenses, damages, losses, including lost profits as well as other costs that Marelli has or costs resulting from such a delay;may incur due to any breach by your company. 4.7.2. store 4.12 In any case and without prejudice to any further right or remedy, MARELLI shall have the Supplies until actual delivery at right, but not the sole cost and risk obligation, to charge to Supplier an amount equal to 1.5% of the Buyer total value of the delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay may not exceed 10% of the value of the undelivered Products. This amount represents a simple estimate of the damage agreed in advance by MARELLI and charge by Supplier and shall not preclude the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account right to the Buyer for the excess over the price under these Terms or charge the Buyer MARELLI to claim compensation for any shortfall below the price under these Terms; further damage and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due to terminate, with immediate effect, by the Buyer within thirty (30) days from the date of Eaton´s invoicecommunication, this Agreement. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless 8.1 Except as otherwise agreed by both parties in writing by Eaton, delivery shall be made: 4.1.1all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for road freight and parcel deliveries, CPT loading or off-loading (Incoterms 2010as appropriate) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to the Buyer any dates quoted make available for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedcollection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 4.3. If Eaton is satisfied that 8.3 The Seller will be deemed not to be in breach of the Supplies have been short deliveredContract, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer such Supplies for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as Eaton is satisfied were not delivered; orset out in this Condition 8. 4.3.2. allow 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up are for the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more account of the instalments Buyer and will be added to the Prices and invoiced in accordance with these Terms shall Condition 14.2. 8.5 Any delay in delivery will not entitle the Buyer to treat these Terms as a whole as repudiatedcancel the purchase order 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled. 4.6. If Eaton fails 8.6 Subject to deliver Condition 12, in the Supplies event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall such non-delivery will be limited to the excess (if any) of the cost to reasonable and proper costs and expenses incurred by the Buyer (in obtaining replacement goods of similar description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price Price of the Supplies. 4.7relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for such non-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the Supplies Goods when they are ready or fails to give Eaton adequate delivery instructions at the time stated tendered for delivery (otherwise than by reason as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of any cause beyond the Buyer's reasonable control Seller’s default), the Goods will be deemed to have been delivered on or by reason of ▇▇▇▇▇'▇ fault) then, the due date and (without prejudice to any its other right rights) the Seller may: 8.7.1 store or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to arrange for storage of the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer or sale in accordance with Condition 8.7.3 and charge the Buyer for the reasonable all related costs and expenses (including handling storage and insurance) ); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of storagethe Goods when tendered for delivery; orand/or 4.7.3. 8.7.3 following written notice to the Buyer, sell any of the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any Price of the Supplies contemplated Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such SuppliesConditions 8.7.1. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationand 8.7.2. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Where the Goods are to be sourced by the Supplier from a country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of the Contract. 4.2 Unless otherwise agreed in writing by Eaton(email, delivery letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling. 4.3 The Supplier shall deliver the Goods to the Customer using the manner of Delivery nominated in the Supplier’s Quotation under the International Chamber of Commerce's (ICC) Incoterms® Rules 2020 (Incoterms® 2020) and the Supplier shall be made:under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979; 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at 4.4 The Goods are to be Delivered in accordance with the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as ICC terms agreed between the Parties parties or as stated in writing.the quotations if not otherwise agreed where each term is defined in Incoterms® 2020 4.2. As notified to the Buyer any 4.5 Any dates quoted for Delivery are approximate only, and the time of delivery is not of the Supplies are approximate only and may not be made of the essence by noticeessence. Eaton The Supplier shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within Goods caused by: (a) a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not deliveredForce Majeure Event; or 4.3.2. allow (b) the Buyer credit in respect thereofCustomer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods including without limitation, seeking to vary the rule under Incoterms® 2020 applying to Delivery; or (c) the inability of the Supplier for whatever reason to arrange carriage on commercial terms or at all. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more (d) customs withholding clearance of the instalments Goods or delaying clearance of the goods (whereupon any demurrage will be shared equally with Customer unless the clearance delay is that of the Customer or the products being shipped whereupon Customer will bear the costs in accordance with these Terms shall not entitle full) 4.7 If the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton Supplier fails to deliver Deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the BuyerGoods, ▇▇▇▇▇'▇ its liability shall be limited to the excess (if any) costs and expenses incurred by the Customer in obtaining replacement goods of the cost to the Buyer (exact description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price of the Supplies. 4.7Goods. If The Supplier shall have no liability for any failure to Deliver the Buyer fails Goods to take delivery of the Supplies extent that such failure is caused by a Force Majeure Event or fails the Customer's failure to give Eaton provide the Supplier with adequate delivery instructions at or any other instructions that are relevant to the time stated for delivery (otherwise than by reason supply of any cause beyond the Buyer's reasonable control or by reason Goods. 4.8 If the Customer fails to collect the Goods within three Business Days of ▇▇▇▇▇'▇ fault) the Supplier notifying the Customer that the Goods are ready, then, without prejudice to any other right except where such failure or remedy available to Eaton, Eaton may:-delay is caused by a Force Majeure Event: 4.7.1. require payment on any reasonable basis, including but not limited (a) Subject to the selling pricerelevant Incoterms® 2020, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk Delivery of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 Goods shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled deemed to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.have been completed at

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010a) at If the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not Vessel is delayed beyond the Delivery Date, the Contract Price shall be made of reduced by deducting therefrom as follows: 1st - 10th day [*] 11th - 20th day [*] 21st - 180th day [*] [*]. (b) If the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedVessel should continue for a period in excess of 180 days after Delivery Date, the Buyer may at its option cancel the Contract. If no Provided the Buyer has not sent notice of cancellation as provided for in Article XII hereof within [*] of delay having elapsed after the Delivery Date, the Builder may thereafter demand in writing that the Buyer shall make an election either to cancel the Contract, or to consent to the acceptance of the delivery dates are specified, delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to ready for delivery; in which case the Buyer shall, within fifteen (15) days after such Supplies as Eaton demand is satisfied were not delivered; or 4.3.2. allow received by Buyer, notify the Builder of its choice it being understood that, if the Buyer credit in respect thereof. 4.4elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. ▇▇▇▇▇'▇ liability Should the Buyer fail to give such notification within the said fifteen (15) days, the Buyer shall be limited deemed to making up have accepted the new date for delivery as proposed by the Builder. Buyer’s acceptance (or allowing credit as above. 4.5. Where the Supplies are deemed acceptance) of a later delivery date pursuant to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one this paragraph or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason paragraph (other than the Buyer's faultc) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability following shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to Buyer’s rights to liquidated damages. (c) If the total accumulated delay of non-Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to [*] or more, then in such event the Buyer may cancel the Contract. The Builder may, at any other right time after expiry of the said [*] demand in writing that the Buyer shall make an election either to cancel the Contract or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited consent to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store acceptance of the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due a specific future date reasonably estimated by the Buyer within thirty (30) days from Builder to be the date of Eaton´s invoice. 4.8. If Eaton holds any of when the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated Vessel will be ready for delivery, Eaton in which case the Buyer shall, within fifteen (15) days after such demand is received by Buyer, notify the Builder of its choice; it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. Should the Buyer fail to give such notification within the said 15 days, the Buyer shall be entitled deemed to terminate have accepted the agreement in respect of such Supplies. In the event that any part of the price new date for such Supplies was paid delivery as proposed by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationBuilder. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.110.1. Unless otherwise agreed in writing Any delivery date indicated by Eaton, Synertech shall merely be regarded as the estimated date of delivery and shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port not bind Synertech to effect delivery on or warehouse as agreed between the Parties in writingnear such date. 4.210.2. As notified to the Buyer any dates quoted for The customer shall accept delivery of the Supplies are approximate only whenever it is tendered and may not be made of the essence by notice. Eaton shall not be liable for entitled to resile from the agreement nor to withhold or defer any delay payment nor to a reduction in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice nor to any other right or remedy available against Synertech (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to EatonSynertech. 10.3. If delivery of any particular order is to be effected in consignments, Eaton may:-Synertech shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 4.7.110.4. require payment on any reasonable basisIf the goods are to be delivered by road, including but the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the cost of goods does not limited include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech has agreed to deliver it at the railhead, when Synertech delivers it to the selling pricerailhead to be so transported. 10.5. If Synertech agrees to engage a third party to transport the goods, then Synertech is hereby authorized to engage a third party of its choice on the customer’s behalf and any additional expenseson the terms deemed fit by Synertech, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost costs and risk of the Buyer customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech against any costs and claims that may arise against Synertech from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech in writing within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim. 10.7. The customer shall be obliged to furnish all information necessary to enable delivery of the relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech shall, in addition to any other rights it may have, be entitled to charge the Buyer customer for the reasonable costs (including handling and insurance) storage of storage; or 4.7.3. sell the Supplies goods at a storage rate of 1% per month or portion thereof calculated on the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to value of the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days goods stored as from the date of Eaton´s invoice. 4.8. If Eaton holds any of delivery until the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid date it is collected by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationcustomer and payable before collection thereof. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton6.1 Subject to agreement of the parties and to the procedures set forth herein, delivery and receipt of the crude oil sold under this Agreement shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) based on FOB vessels to be supplied by BUYER or BUYER’s ASSIGNEE at the Buyerloading terminal at [REDACTED], operated by SUMED (“SELLER’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingSupplier”). 4.2. As notified 6.2 SELLER agrees to deliver or cause to be delivered crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE agree to receive the Buyer any dates quoted for delivery of same or cause the Supplies are approximate only and may not same to be made of the essence by notice. Eaton received from SELLER in accordance with monthly lifting schedules agreed upon; provided, however, that SELLER, while according nondiscriminatory treatment to buyers, shall not be liable required to furnish a quantity of any grade of crude oil exceeding the capacity of its facilities. BUYER’s ASSIGNEE performance hereunder shall not relieve BUYER of any of its obligations under this Agreement as further provided in Paragraph 6.7 below. 6.3 SELLER, at its discretion, may cause its affiliate, Bolanter Corporation N.V. (“Bolanter”), or such other third party affiliated with SELLER as SELLER shall designate in writing (“Third Party Affiliate”), to perform SELLER’s obligation to deliver crude oil under this Paragraph 6, provided SELLER’s so doing shall not relieve SELLER of any of its obligations under this Agreement. 6.4 BUYER shall submit a monthly lifting schedule by the fifth (5th) day of each month preceding the Scheduled Month of Delivery. BUYER shall also submit at this time a provisional nomination schedule for any delay in delivery the first fifteen (15) days of the Supplies howsoever causedmonth following the Scheduled Month of Delivery. If no delivery the fifth (5th) day is a non-working day in London, then the BUYER shall submit a monthly lifting schedule and a provisional nomination schedule by the nearest preceding working day in London. The requested monthly lifting schedule and provisional nomination schedule shall contain a preferred one (1) day date for each lifting. SELLER shall attempt to accommodate BUYER’s proposed schedule but shall only guarantee lifting dates are specifiedduring the last ten (10) days of the Scheduled Month of Delivery, delivery will using its best efforts to provide lifting dates during the five (5) days preceding the last ten (10) days in the Scheduled Month of Delivery. The vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port on the accepted date if it arrives at the customary anchorage within a reasonable time. 4.3one (1) day before or one (1) day after the date accepted by SELLER. If Eaton is satisfied that Any subsequent revisions requested by the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery BUYER and accepted by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability SELLER shall be limited to making up a one (1) day acceptance range and the delivery vessel nominated by BUYER or allowing credit as aboveBUYER’s ASSIGNEE shall be deemed to have arrived at the load port only on the accepted date. 4.5. Where 6.5 SELLER shall authorize SUMED to deliver the Supplies are crude oil to be delivered in instalments, each BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE shall arrange with SUMED to lift and receive delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments crude oil. Delivery and lifting of crude oil at [REDACTED] shall be subject to and in accordance with these Terms shall not entitle the Buyer standard terms, conditions, port limitations, practices and procedures of SUMED. BUYER and BUYER’s ASSIGNEE also agree to treat these Terms as a whole as repudiatedcomply with the operation, lifting, and nomination procedures and obligations required of SELLER, pursuant to the Long Term Transportation Agreement between Bolanter and SUMED (the “Transportation Agreement”). 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) 6.6 BUYER and Eaton is accordingly liable to the BuyerBUYER’s ASSIGNEE shall defend, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thenindemnify and hold harmless SELLER, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling priceBolanter, and any additional expensesThird Party Affiliate from and against all claims, demands and liabilities of any kind whatsoever asserted against SELLER, Bolanter, or costs resulting from such any Third Party Affiliate by any party as a delay; 4.7.2. store result of BUYER’s failure to comply with the Supplies until actual delivery at the sole cost aforesaid terms, conditions, port limitations, practices and risk procedures, or as a result of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) deballasting of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms dirty ballast water by BUYER or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceBUYER’s ASSIGNEE. 4.8. If Eaton holds 6.7 Since SELLER is neither the terminal operator nor in control of any of the Supplies contemplated terminal operations, it is expressly understood and agreed that SELLER will not be liable to BUYER or BUYER’s ASSIGNEE for any demurrage, unless such demurrage is caused by SELLER’s failure to make the crude oil available for delivery. In those instances in clause 4.7 which demurrage is incurred because of SELLER’s failure, BUYER or BUYER’s ASSIGNEE shall present its claim for reimbursement to SELLER at least sixty (60) days prior to the expiration of the time limitation for demurrage claims set out in the applicable terminal regulations. Where BUYER’s demurrage claim does not arise from SELLER’s failure, as an accommodation to BUYER, SELLER will present to the terminal operator, on behalf of BUYER or BUYER’s ASSIGNEE, any claim for demurrage that is presented by BUYER to SELLER at least sixty (60) days prior to the Buyerexpiration of the time limitation for such demurrage claims, as set out in the applicable terminal regulations. After SELLER, on BUYER’s behalf in excess behalf, has presented a demurrage claim to the terminal operator, SELLER will follow up and make reasonable efforts, short of three (3) months arbitration or litigation, to effect recovery. SELLER will promptly remit to BUYER any monies received from the the time stated for delivery, Eaton shall be entitled to terminate the agreement terminal operator in respect of such Supplies. In the event that any part whole or partial satisfaction of the price for such Supplies was paid by demurrage claim of BUYER or BUYER’s ASSIGNEE with the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationterminal operator. 4.96.8 Notwithstanding anything else to the contrary elsewhere in the Agreement, should SELLER in its sole judgment determine that BUYER’s ASSIGNEE has failed in any respect to perform in accordance with its obligations under this Agreement, or that BUYER’s ASSIGNEE has become bankrupt or insolvent or otherwise unable to meet its financial obligations, BUYER shall continue to be directly liable to SELLER for the performance of the obligations assigned to BUYER’s ASSIGNEE hereunder. The Buyer Notwithstanding the foregoing, all Bills of Lading issued hereunder shall not refuse to receive Supplies due to minor defects. 4.10name BUYER as consignee. Buyer shall provide any information and documents required for export, transport and import purposes.PBF HOLDING LLC - [REDACTED] - 01 02 11 (ses) Page 7 of 12

Delivery. 4.1. 4.1 Unless agreed otherwise agreed in writing by Eatonthe parties, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT all Goods are delivered FCA (Incoterms 2010“Free carrier” as defined in INCOTERMS 2020®) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at place specified in the origin loading port or warehouse as agreed between the Parties in writingOrder Confirmation. 4.2. As notified to the Buyer any 4.2 Any dates quoted for delivery of the Supplies Goods or performance of Services are approximate only only, and may time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality, at the lowest available market price, less the Price of the essence by notice. Eaton relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Goods or Services where Buyer failed to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments provide written notice in accordance with these Terms shall not entitle Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Buyer Goods or Services to treat these Terms as a whole as repudiatedbe supplied on time (“Delivery Information”). 4.6. 4.5 If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer refuses or fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (otherwise than by reason of including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price Price of the Goods under these Terms; andthe Contract. 4.7.4. payment of any amounts contemplated 4.6 If Seller's delivery note or package labelling states that the Packages in clauses 4.7.1which the Goods are delivered are returnable to Seller, 4.7.2 or 4.7.3 such Packages shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated returned in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.accordance with

Delivery. 4.1. Unless otherwise agreed in writing 4.1 The Company shall ensure that each delivery of the Goods is accompanied by Eatona delivery note which shows the date of the Order, delivery shall all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of the Goods, where applicable), the total weight of the Goods being delivered and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be made: 4.1.1. for road freight and parcel deliveries, CPT delivered (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing“Delivery Note”). 4.2. As notified to 4.2 The method of delivery will be stated on the Buyer any Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2020. 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the Supplies are approximate only and may not be made of the essence by noticeessence. Eaton The Company shall not be liable for any delay in delivery of the Supplies howsoever caused. If no Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery dates instructions or any other instructions that are specified, delivery will be within a reasonable timerelevant to the supply of the Goods. 4.3. 4.4 If Eaton is satisfied that the Supplies have been short deliveredCompany fails to deliver the Goods, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or allowing credit as aboveany other instructions that are relevant to the supply of the Goods. 4.5. Where 4.5 The Company may deliver the Supplies are to be delivered in Goods by instalments, each delivery which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract and defective Contract. Any delay in delivery by Eaton of any one or more of the instalments defect in accordance with these Terms an instalment shall not entitle the Buyer to treat these Terms as a whole as repudiatedcancel any other instalment. 4.64.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) Signing of the cost to Delivery Note by, or on behalf of, the Buyer (in is proof that the cheapest available market) of similar goods to replace those not Goods delivered over the price are of the Supplies. 4.7correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2020. If the Buyer fails discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 The Buyer agrees that in the event of a valid claim for non-delivery, loss or damage to take the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Supplies or fails to give Eaton adequate delivery instructions Goods at the time stated when the Goods have been notified as ready for delivery (otherwise than by reason delivery, the Company may, at the cost of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. at its sole discretion store the Supplies until actual delivery Goods at the sole cost and risk of the Buyer and charge take all reasonable steps to safeguard and insure them, provided that the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceimmediately informed thereof. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.14.1 Full delivery prices and options are listed on the GoldenHOOD website or catalogue and are subject to change from time to time. 4.2 Certain large, heavy or bulky items and deliveries to offshore/remote deliveries (including Tasmania) will attract higher delivery prices and delivery times will be longer, depending on the delivery location. Unless otherwise agreed Delivery prices and times for these items will be discussed for confirmation with the Customer after an Order has been placed. 4.4 GoldenHOOD will use reasonable endeavours to ensure its delivery agents meet delivery estimates. However GoldenHOOD cannot be held liable for any delay in writing by Eaton, delivery shall be made:delivery. 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) 4.5 Risk in the Goods transfers to the Customer at the Buyer’s warehouse; ortime of delivery but title will not pass until payment has been made in full for the Goods in question. Customers are advised to notify GoldenHOOD immediately if Goods are delivered in damaged or soiled packaging. 4.1.2. for ocean 4.6 Goods delivered are used, stored and air freight deliveries, FCA (Incoterms 2010) installed at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only Customer's own risk and may not be made of the essence by notice. Eaton shall GoldenHOOD will not be liable for any delay in damage, loss or disruption caused by the same unless caused by GoldenHOOD's negligence. Where installation/disconnection services have been ordered by the Customer, further charges, terms and conditions may apply as communicated by GoldenHOOD to the Customer before delivery. 4.7 All large machinery, refrigeration and flat packed Goods are delivered to the front door of ground floor locations only. The delivery person/driver may at his/her discretion assist with delivering the Goods to a location within the premises nominated by the Customer, at the Customer's sole risk. 4.8 If (i) the Customer will not or does not accept delivery when the Goods are ready for delivery or (ii) GoldenHOOD or its agent cannot effect delivery because GoldenHOOD or its agent considers at the time of delivery that delivery would be hazardous or would be contrary to their policies, industry practice or statutory requirements or (iii) because the Customer has not provided GoldenHOOD with appropriate instructions, documents, licences or authorisations to properly, legally and safely effect delivery of the Supplies howsoever caused. If no delivery dates are specifiedGoods, delivery risk in the Goods passes to the Customer, the Goods will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short deemed delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to and GoldenHOOD may store the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow Goods until actual delivery, in which case, the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall Customer will be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the BuyerGoldenHOOD for all related costs, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take such as re-delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thencharges, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling storage and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery 6.1 The Goods shall be made: 4.1.1. for road freight delivered to, and parcel deliveriesthe Services shall be performed at, CPT the Delivery Address on the date or within the period stated in the Order (Incoterms 2010) at as the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveriescase may be), FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingeither case during IAC's usual business hours. 4.2. As notified to 6.2 Where the Buyer any dates quoted for date of delivery of the Supplies are approximate only Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery of the Goods and may not be made performance of the Services is of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeContract. 4.3. If Eaton is satisfied that 6.4 A packing note quoting the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short number of the Order must accompany each delivery by dispatching to or consignment of the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereofGoods and must be displayed prominently. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up 6.5 If the delivery or allowing credit as above. 4.5. Where the Supplies Goods are to be delivered in delivered, or the Services are to be performed by instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms Contract will be treated as a whole as repudiatedsingle Contract and not severable. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton 6.6 IAC shall be entitled to terminate reject any Goods delivered which are not in accordance with the agreement in respect Contract, and shall not be deemed to have accepted any Goods until IAC has had a reasonable amount of such Supplies. In time (having regard to the event that any part nature and quality of the price for such Supplies was paid by Goods and in any event being not less than 2 Working Days) to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationGoods has become apparent. 4.9. 6.7 The Buyer Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract, and accordingly IAC shall be entitled to reject the Goods if they are not in conformity with the Contract, however slight the breach may be. 6.8 The Seller shall supply IAC in good time with any instructions or other information required to enable IAC to accept delivery of the Goods and performance of the Services. 6.9 IAC shall not refuse be obliged to receive Supplies due return to minor defectsthe Seller any packaging or packing material for the Goods, whether or not any Goods are accepted by IAC. 4.10. Buyer 6.10 If the Goods are not delivered or the Services are not performed on the due date then, without limiting any other remedy, IAC shall provide any information and documents required be entitled to deduct from the Price or (if IAC has paid the Price) to claim from the Seller by way of liquidated damages for export, transport and import purposesdelay 2% of the Price for every week’s delay.

Delivery. 4.1. Unless otherwise agreed (a) Upon completion of the construction of the Platform and the tests and trials as provided in writing by Eatonthe Specifications, delivery Seller shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for tender delivery of the Supplies are approximate only Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and may not be made expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the essence by noticePlatform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Eaton Buyer shall accept such tender of delivery, and Buyer shall not be liable for any delay in have the right to refuse to accept delivery of the Supplies howsoever causedPlatform provided the same is substantially completed and capable of being utilized by Buyer. If no Any remaining items shall be completed by Seller following delivery dates are specifiedand prior to departure of the Platform from Seller's Yard, delivery will be within a reasonable timeor Buyer and Seller may mutually agree on an appropriate reduction of the Contract Price for such remaining items. 4.3(b) On the Delivery Date, Buyer shall pay to Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. If Eaton is satisfied that the Supplies have been short delivered, Eaton Seller shall at its option:- 4.3.1. make up any short delivery by dispatching further deliver to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. a ▇▇▇▇▇'▇ liability shall be limited of Sale confirming the conveyance of title to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable Platform to the Buyer, which ▇▇▇▇▇'▇ liability of Sale shall be limited (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to the excess (if anymatters arising by, through, or under Buyer) in favor of the cost Buyer, and (iii) be deemed to contain the Buyer (additional warranties and covenants set forth in Section 11 hereinbelow without the necessity of making any reference to such warranties in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ faultof Sale. Seller shall also deliver to Buyer the remaining delivery documents set forth in the Specifications. (c) thenSeller shall deliver the Platform along side Seller's dock at the Yard. Following delivery, without prejudice Buyer shall have the right to any other right or remedy available dock the Platform at Seller's Yard for a period not to Eatonexceed fourteen (14) days, Eaton may:- 4.7.1after which time the Platform must depart from Seller's Yard. require payment on any reasonable basisDuring such post-delivery docking period, including but not limited Buyer shall pay to the selling priceSeller its standard charges for shore power, potable water, and any additional expenses, or costs resulting from security guard service. All such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk charges must be paid by Buyer to Seller prior to departure of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days Platform from the date of Eaton´s invoiceSeller's Yard. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. 8.1 If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies Goods are to be delivered by Resolution IT to the Customer, such Goods shall be delivered to the location set out in instalmentsthe Order. Unless it is otherwise agreed in writing, each delivery such Goods shall constitute a separate contract be delivered by any means chosen by Resolution IT and defective delivery by Eaton of Resolution IT shall not be under any one obligation to provide personnel, plant or more power to assist the unloading of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiatedGoods. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. 8.2 If the Buyer fails Customer is unable to take delivery of the Supplies Goods, Resolution IT may at its sole discretion store the Goods at its risk, but may be entitled to charge the Customer its reasonable costs for doing so. 8.3 Resolution IT shall make reasonable endeavours to avoid delay but no responsibility is undertaken for meeting any specific delivery dates. Accordingly, no liability will be accepted for any direct or fails to give Eaton adequate indirect loss which may be caused by delayed delivery instructions at the time stated for delivery (otherwise than whether brought about by reason of any a cause beyond the Buyer's reasonable control of Resolution IT or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicenot. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton 8.4 Resolution IT shall be entitled to terminate deliver the agreement Goods, Rented Equipment or Loaned Equipment in respect one or more consignments unless otherwise agreed. 8.5 The Customer shall inspect the Goods immediately on delivery thereof and shall within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the Customer may allege that the Goods are not in accordance with the Contract or are defective in material or workmanship. If the Customer fails to give such Suppliesnotice the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on any reasonable examination and the Customer shall be deemed to have accepted the Goods accordingly. In If the event Customer establishes to Resolution IT's reasonable satisfaction that any part the Goods are not in accordance with the Contract or are so defective, Resolution IT may elect to repair the Goods or to replace the Goods or to refund the purchase price against the return of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationGoods. 4.9. The Buyer 8.6 If the Goods are lost or damaged in transit the Customer shall notify both Resolution IT and the carrier of the loss or damage within two Working Days of the delivery. 8.7 Resolution IT shall not refuse to receive Supplies due to minor defectsbe responsible for the installation of Goods, Rented Equipment or Loaned Equipment at the Customer’s site under the terms of this Supplement. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. a) Unless otherwise agreed in writing agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by Eatonthe PURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, delivery including health and safety regulations, and that all necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered to the nominated, the SUPPLIER shall be made:deemed to have delivered the goods in accordance with the Agreement if it obtains a receipt or signed delivery docket for the goods from a person authorised to accept the goods on behalf of the PURCHASER. 4.1.1. e) If the nominated address is unattended or if delivery cannot otherwise be affected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as supply of goods and/or services agreed between SUPPLIER and the Parties in writingPURCHASER. 4.2. As notified h) The SUPPLIER must immediately give written notice to the Buyer PURCHASER upon becoming aware that an event may cause a delay to the delivery of goods by the date of supply of goods and/or services. i) Subject to clause 10, the SUPPLIER must compensate the PURCHASER for any dates quoted for reasonable costs or expenses incurred as a result of a delay in the delivery of the Supplies are approximate only and may not be made goods and/or services. For the avoidance of the essence by notice. Eaton doubt delay shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching include failure to the Buyer such Supplies meet identified Milestones as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (detailed in the cheapest available market) of similar goods to replace those not delivered over the price of the Suppliespurchase order. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.14.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Unless otherwise Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to Seller within 14 days after receipt of the invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of any delivery periods, if so agreed by Seller, Customer hereby agrees that storage at the Seller´s premises shall be subject to the Seller´s respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing by Eatonto a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the Goods to the carrier. 4.6 Seller shall be made: 4.1.1entitled to partial shipments within reason. Seller will also have the option of billing for road freight partial shipments. Partial shipments will be made and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writinginvoiced by Seller when ready according to clause 4.2. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay 4.7 Delay in delivery of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeremaining deliveries. 4.3. 4.8 If Eaton Customer is satisfied that unable to receive the Supplies have been short deliveredGoods when tendered, Eaton Customer shall at its option:- 4.3.1. make up be liable to Seller for any short delivery loss, damage, or additional expense incurred or suffered by dispatching to the Buyer such Supplies Seller as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect a result thereof. 4.4. ▇▇▇▇▇'▇ liability shall 4.9 Any quoted lead time(s) may be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable impacted due to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies COVID-19 or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control future pandemic and any related foreseeable or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basisunforeseeable circumstances arising from it, including but not limited to the selling pricegovernment regulations, and any additional expenseslabor shortages, supply chain disruptions, or costs measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay arising from Seller's slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from such delay, to claim a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk half percent (0.5%) for each full week, but overall not more than five percent, of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any value of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid total delivery that cannot be used in due time because of the delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the Buyer prior right to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationdemonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1(a) Barge deliveries. Unless otherwise agreed in writing by EatonFor barge deliveries, delivery the Fuel shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) delivered to Buyer FOB barge at the Buyer’s warehouse; or 4.1.2Delivery Point. for ocean Subject to the provisions of Section 5.2 title to and air freight deliveriesrisk of loss of the Fuel will pass to Buyer when each barge, FCA (Incoterms 2010) after being fully loaded and trimmed at the origin loading port or warehouse as agreed between the Parties Delivery Point in writing. 4.2. As notified accordance with this Master Agreement, has been delivered to the custody and control of, and has been accepted by, Buyer any dates quoted or its Transporter at the Delivery Point. Buyer or its Transporter shall furnish suitable barges for delivery of the Supplies are approximate only Fuel and Seller shall provide or designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be, shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in barges that contain foreign material. Seller shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel to the Delivery Point and handling and loading the Fuel into barges to the proper draft and proper distribution as directed by Buyer or Buyer’s Transporter in such barges and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery of Fuel under this Master Agreement up to the essence by notice. Eaton Delivery Point, provided that Seller shall not be obligated to load any barge which it deems not to be clean and seaworthy. Should barges not be equipped with double sloped sheets inside the cargo box, Seller shall load coal starting no less than approximately five (5) feet from the box end(s)/bulkhead(s) of the Barge. Buyer shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel by barge from the Delivery Point to its destination incurred after the transfer of title to and risk of loss of the Fuel to Buyer. Seller shall be liable for and shall pay Buyer for any delay transportation costs or demurrage charges incurred by Buyer that may be occasioned by the breakdown or failure of the barge loading facilities, or by the failure of Seller to furnish and load Fuel at the Delivery Point. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish suitable barges for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. If the Delivery Point is such that the Fuel will have been transported by barge prior to delivery, then title to and risk of loss of the Fuel will pass to Buyer upon the transfer of the custody and control of the barge(s) to, and the acceptance of the barge(s) by, Buyer or Buyer’s Transporter. (b) Rail or truck deliveries. Unless otherwise specifically provided in the Confirmation, for rail or truck deliveries, the Fuel shall be delivered to Buyer FOB Unit Train(s) or FOB truck(s) at the Delivery Point. Seller shall bear, remain responsible for and pay all expenses and costs associated with delivery of the Supplies howsoever caused. If no Fuel FOB Unit Train(s) or FOB truck(s) before the Delivery Point and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make of Fuel under this Master Agreement up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2Delivery Point. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited For truck deliveries, title to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton risk of any one or more loss of the instalments Fuel will pass to Buyer upon completion of proper loading of such trucks at the Delivery Point in accordance with these Terms this Master Agreement. For rail deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of all railcars in each Unit Train at the Delivery Point in accordance with this Master Agreement and acceptance of the Unit Train by the railroad. Buyer or its Transporter shall not entitle furnish suitable Unit Trains or trucks for loading and delivery of the Buyer Fuel and Seller shall provide or designate loading points that have adequate access and loading facilities sufficient to treat these Terms as a whole as repudiated. 4.6load the Fuel properly and within the appropriate loading time. If Eaton fails Such Unit Trains or trucks shall be substantially compatible with the Fuel loading facilities utilized by Seller and shall be properly prepared to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, ▇▇▇▇▇'▇ liability as the case may be shall be limited clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the excess (if any) of the cost delivery schedule. Seller agrees to the Buyer (inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7railcars that contain foreign material. If the Buyer fails Delivery Point is such that the Fuel will have been transported by Unit Train or truck prior to take delivery of the Supplies or fails delivery, then title to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of loss of the Fuel will pass to Buyer upon the transfer of the custody and charge control of the Unit Trains or trucks to. and the acceptance of such Unit Trains or trucks by Buyer, or Buyer’s Transporter. Seller shall be liable for and shall defend, indemnify, and hold harmless Buyer from any demurrage charges, excess freight charges, deficiency freight charges, or other transportation costs incurred by Buyer as a result of Seller’s failure to satisfy any loading and/or shipping requirements that Seller is informed of by Buyer. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish Unit Trains or trucks for the reasonable costs (including handling and insurance) loading of storage; or 4.7.3. sell the Supplies Fuel at the best price readily obtainable Delivery Point; provided that such charges are not the result of an action or inaction of Seller. It is the sole obligation and (after deducting responsibility of Seller to conform to all reasonable storage and selling expenses) account rail carrier restrictions relating to the maximum allowable gross railcar weights. Buyer for the excess over the price under these Terms or charge the Buyer shall inform Seller of all such restrictions to ensure Seller’s compliance therewith. If cars are found to be overloaded, Seller shall be responsible for any shortfall below associated costs for reducing the price under these Terms; and 4.7.4. payment weight of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 railcars to comply with the applicable rail carrier’s restrictions and shall be due obligated to provide Buyer with corrected governing weight documentation. Seller shall be responsible for any damage resulting from overloaded cars. It is the sole obligation and responsibility of Seller to load trains to at least the minimum train weight as directed by and in compliance with the applicable transportation contract. Buyer within thirty (30) days shall inform Seller of all relevant provisions of such contract to ensure Seller’s compliance therewith. It shall be the Seller’s responsibility to verify minimum weight from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationtransportation coordinator before loading a Unit Train. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise 5.1 The Goods shall be delivered, carriage paid, and/or the Services provided at Renold’s place of business or to such other place of delivery as is agreed by Renold in writing by Eaton, prior to delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT of the Goods and/or provision of the Services (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing“Delivery Location”). 4.2. As notified to the Buyer any dates quoted 5.2 The date for delivery of the Supplies are approximate only and may not be made Goods and/or provision of the essence Services shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order. 5.3 The Seller shall invoice Renold upon, but separately from, despatch of the Goods and/or provision of the Services to Renold. 5.4 The Seller shall ensure that each delivery is accompanied by notice. Eaton shall not a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be liable delivered. 5.5 Time for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will Goods and/or provision of the Services shall be within a reasonable timeof the essence. 4.3. If Eaton is satisfied that 5.6 Unless otherwise stipulated by Renold in the Supplies have been short deliveredOrder, Eaton deliveries shall at its option:- 4.3.1. make up any short delivery only be accepted by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit Renold in respect thereofnormal business hours. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up 5.7 If the delivery or allowing credit as above. 4.5. Where the Supplies Goods are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over and/or the price of Services not provided on the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) due date then, without prejudice to any other rights which it may have, Renold reserves the right to: 5.7.1 cancel the Contract in whole or remedy available in part; 5.7.2 refuse to Eatonaccept any subsequent delivery of the Goods and/or provision of the Services which the Seller attempts to make; 5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in obtaining the Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any additional costs, Eaton may:-loss or expenses incurred by Renold which are in any way attributable to the Seller's failure to deliver the Goods and/or provide the Services on the due date. 4.7.1. require payment 5.8 If the Seller requires Renold to return any packaging material to the Seller that fact must be clearly stated on any reasonable basis, including but not limited delivery note delivered to Renold and any such packaging material shall only be returned to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery Seller at the sole cost and risk of the Buyer and charge Seller. 5.9 Where Renold agrees in writing to accept delivery by instalments the Buyer for Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the reasonable costs (including handling and insurance) Seller to deliver any one instalment shall entitle Renold at its option to treat the whole Contract as repudiated. 5.10 If the Goods are delivered to Renold in excess of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account quantities ordered Renold shall not be bound to the Buyer pay for the excess over the price under these Terms or charge the Buyer for and any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 excess shall be due by and shall remain at the Buyer within thirty (30) days from Seller's risk and shall be returnable at the date of Eaton´s invoiceSeller's expense. 4.85.11 Renold shall not be deemed to have accepted the Goods and/or Services until it has had thirty days to inspect them following delivery or provision thereof. If Eaton holds Renold shall also have the right to reject the Goods and/or Services as though they had not been accepted for fourteen days after any latent defect in the Goods and/or Services has become apparent. 5.12 Delivery of the Supplies contemplated in clause 4.7 Goods shall be completed on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part completion of the price for such Supplies was paid by unloading of the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationGoods at the Delivery Location. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing 4.1 The Company shall ensure that each delivery of the Goods is accompanied by Eatona delivery note which shows the date of the Order, delivery shall all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of the Goods, where applicable), the total weight of the Goods being delivered and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be made: 4.1.1. for road freight and parcel deliveries, CPT delivered (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing“Delivery Note”). 4.2. As notified to 4.2 The method of delivery will be stated on the Buyer any Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2010. 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeessence. 4.3. 4.4 If Eaton is satisfied that the Supplies have been short deliveredCompany fails to deliver the Goods, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or allowing credit as aboveany other instructions that are relevant to the supply of the Goods. 4.5. Where 4.5 The Company may deliver the Supplies are to be delivered in Goods by instalments, each delivery which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract and defective Contract. Any delay in delivery by Eaton of any one or more of the instalments defect in accordance with these Terms an instalment shall not entitle the Buyer to treat these Terms as a whole as repudiatedcancel any other instalment. 4.64.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) Signing of the cost to Delivery Note by, or on behalf of, the Buyer (in is proof that the cheapest available market) of similar goods to replace those not Goods delivered over the price are of the Supplies. 4.7correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2010. If the Buyer fails to take discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 To the extent permitted by law, the Buyer agrees that in the event of a valid claim for non-delivery of the Supplies Goods, the Company may at its sole discretion either reprocess or fails replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to give Eaton adequate accept delivery instructions of the Goods at the time stated when the Goods have been notified as ready for delivery (otherwise than by reason delivery, the Company may, at the cost of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. at its sole discretion store the Supplies until actual delivery Goods at the sole cost and risk of the Buyer and charge take all reasonable steps to safeguard and insure them, provided that the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceimmediately informed thereof. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedthis Order. If no delivery dates Seller delivers the goods or completes the services later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period: where Seller is [...***...], where Seller is [...***...] (“LD Cap”). The parties agree that such amounts are specified, delivery will be within an exclusive remedy for the damages resulting from the delay period only; are a reasonable time. 4.3. If Eaton is satisfied that pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to time the Buyer such Supplies as Eaton is satisfied were not deliveredOrder was issued; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies and are to be delivered assessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth above, Seller agrees to pay the costs actually incurred by the Buyer in instalmentstransportation over and above normal transportation costs, each up to a maximum of [...***...], during the period of time starting [...***...] after the delivery shall constitute a separate contract and defective delivery by Eaton of any one or more date through the earlier of the instalments actual delivery date of a Component or the termination or expiration of the Supply Agreement. Buyer’s resort to liquidated damages for the delay period does not preclude Buyer’s right to other remedies, damages and choices under this Order unrelated to Seller’s delay in accordance with these Terms shall not entitle delivering goods and services. Buyer’s sole remedy for damages for late delivery during the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability delay period shall be limited to the excess (if any) receipt of the cost to amount of the LD Cap from Seller until [...***...] after the LD Cap has been reached (the end of the delay period) after which Buyer (may avail itself of any other remedies for breach that exist in the cheapest available market) Agreement (including termination for Seller’s default for breach of similar its delivery obligations. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to replace those not delivered over mean “EXW with Seller responsible for loading the price goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the Supplies. 4.7. If the Buyer fails to take delivery account of the Supplies or fails to Seller and give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice rise to any other right remedies available at law or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceequity. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery 5.1 Delivery of Products under a Contract shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) made by the Buyer collecting the Products at the Buyer’s warehouse; or 4.1.2. Seller's Premises at any time but within 14 days (“the Delivery Period”) after the Seller has notified the Buyer that the Products are available for ocean and air freight deliveries, FCA (Incoterms 2010) at collection or if some other place for delivery is agreed by the origin loading port or warehouse as agreed between Seller by the Parties in writingSeller delivering the Products to that place. 4.2. As notified to the Buyer any 5.2 Any dates quoted for delivery of the Supplies Products are approximate only and may not be made of the essence by notice. Eaton Seller shall not be liable for any delay in delivery of the Supplies howsoever Products however caused. If no Failure to deliver by the quoted date will not be a sufficient cause for cancellation and the Seller will not be liable for any direct indirect consequential or economic loss or any costs charges or expenses suffered or incurred by the Buyer due to the delay in delivery. The Products may be delivered by the Seller in advance of the quoted delivery dates are specified, delivery will be within a date having given reasonable timenotice to the Buyer. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. 5.3 Where the Supplies Products are to be delivered in instalments, instalments each delivery shall constitute a separate contract and defective delivery failure by Eaton of the Seller to deliver any one or more of the instalments in accordance with these Terms Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat these Terms the Contract as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. 5.4 If the Buyer fails to take delivery of the Supplies Products or fails to give Eaton the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ the Seller's fault) then, then without prejudice to any other right or remedy available to Eaton, Eaton may:-the Seller the Seller may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. 5.4.1 store the Supplies Products until actual delivery at the sole cost and risk on behalf of the Buyer whereupon a) delivery shall be deemed to have taken place b) all risk in the goods shall pass to the Buyer c) the Buyer shall be liable for all related costs and expenses (including insurance); 5.4.2 charge the Buyer for interest on the reasonable costs (including handling and insurance) Contract amount at the rate of storage; or2.5% per annum above the base rate of Natwest Bank PLC from the end of the Delivery Period to the actual date of delivery 4.7.3. 5.4.3 sell the Supplies Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms the Contract or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceContract price. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1Seller acknowledges that all terms as to quantity, quality, specifications, and time of delivery are material elements of this Order and must be strictly complied with. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence with respect to delivery of goods covered by noticethis Order. Eaton Delivery must be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to Seller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or in excess of the quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of KUKA ASSEMBLY AND TEST's release are at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be for information purposes only and shall not be liable for construed as a waiver by KUKA ASSEMBLY AND TEST of any delay in scheduled delivery date or of any other rights or remedies provided by law or this Order. If Seller fails to make timely delivery of all or any portion of the Supplies howsoever causedgoods covered by any Purchase Order, or if any of the goods delivered to KUKA ASSEMBLY AND TEST are defective or not in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the right to damages and the right to cancel any Purchase Order. If no delivery dates are specified, delivery A breach of either these Terms and Conditions or any Purchase Order by Seller will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall also constitute a separate contract and defective delivery breach by Eaton Seller of any one or more of the instalments other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice addition to any other right remedies it may have, at law or remedy available in equity, to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from cancel such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceother Purchase Orders. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1(a) Seller shall use commercially reasonable efforts to deliver the Goods on the delivery date specified in the Sales Order Confirmation (the “Required Arrival Date”), using Seller’s standard methods for manufacturing and/or procuring, packaging and shipping such Goods. Unless otherwise agreed in writing by EatonNotwithstanding the foregoing, delivery shall be made: 4.1.1. for road freight and parcel deliveriesSeller may, CPT at its option, deliver the Goods up to fourteen (Incoterms 201014) at days prior to the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingRequired Arrival Date. 4.2. As notified (b) Seller shall deliver the Goods to the delivery address specified in the Sales Order Confirmation (the “Delivery Location”), which may be Seller’s place of business. If the Delivery Location is Seller’s place of business, Buyer any dates quoted for shall take delivery of the Supplies are approximate only and may not be made Goods within fourteen (14) days of Seller’s written Notice (as such term is defined below) that the essence by notice. Eaton shall not be liable for any delay in delivery of Goods have been delivered to the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeDelivery Location. 4.3. (c) If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies Goods pursuant to Section 2(b) or fails to give Eaton adequate accept delivery instructions of any of the Goods on the actual date of delivery of the Goods (the “Delivery Date”), or if Seller is unable to deliver the Goods at the time stated Delivery Location on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, then on such date: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered to and (subject to Section 7) accepted by Buyer; and (iii) Seller, in its sole and absolute discretion, may resell, destroy or store the Goods until Buyer picks them up, whereupon, in any such event, Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). Seller reserves the right, in its sole and absolute discretion, to store, resell, or destroy any Goods for which Buyer does not take or accept delivery (otherwise than by reason or fails to provide appropriate instructions, documents, licenses or authorizations for such delivery, and Seller shall, in any such event, be relieved of any cause beyond responsibility or liability with respect to those Goods. (d) Buyer shall be responsible for all loading costs and shall provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Location. (e) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer's reasonable control . Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Sales Order Confirmation. (f) Buyer may request a delayed delivery of the Goods, in which case Buyer assumes the risk of loss of such Goods as of the Required Arrival Date set forth in the applicable Sales Order Confirmation. (g) The quantity of any installment of Goods as recorded by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting dispatch from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk Seller’s place of business is conclusive evidence of the quantity received by Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceon delivery absent manifest error. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1Generally, and unless otherwise expressly established in writing, the sale will be made “Ex Works”, i.e., GOIZPER will provide the goods to the Customer – or to the haulage contractor hired by the latter to transport goods to their facilities - in the facilities of GOIZPER. Unless otherwise agreed in writing by EatonFrom that moment, delivery all expenses (transport, insurance, customs, etc.), as well as the risks of damage or loss of goods, shall be made: 4.1.1met by the Customer. for road freight For such purposes, the provision of the goods shall be understood as depositing them in the facilities of GOIZPER and parcel deliveriesthe corresponding notice to the customer or, CPT (Incoterms 2010) at in their absence, the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliverieshaulage contractor assigned, FCA (Incoterms 2010) at the origin loading port whether this notice is made by GOIZPER by telephone or warehouse as agreed between the Parties in writing. 4.2. As notified to In case of telephone notice, the Buyer any dates quoted for delivery existence of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery a notice will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (presumed if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days have elapsed since the estimated delivery date communicated by GOIZPER without the Customer – or their haulage contractor – having picked up the goods from the date facilities of Eaton´s invoice. 4.8GOIZPER. If Eaton holds GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the purpose of facilitating a smooth business relationship. As a result, GOIZPER will not assume any direct or consequential liability for any type of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months losses or damages arising from the delivery of goods before or after the time stated for delivery, Eaton shall be entitled to terminate the agreement estimated delivery date communicated in respect of such Suppliesa non-binding manner. In the event that of any part of the price for such Supplies was paid delay by the Buyer prior Customer in receiving the goods provided in the aforementioned terms, GOIZPER reserves the right to such termination, Eaton shall repay such amounts after deducting all claim from the Customer the payment of an amount equivalent to the storage costs incurred by Eaton in respect the demurrage of such Supplies prior the materials from the seventh working day after the provision of the goods until the actual receipt thereof. If the delay continues for a period of more than ninety (90) days, GOIZPER may make use of them at its free will, without prejudice to terminationthe right of GOIZPER to request the payment of the storage costs indicated herein. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 16.1 Unless otherwise agreed notified by the Company in writing the Order, the Goods shall be delivered Free Carrier (in accordance with the most recent version of the Incoterms), to such place of delivery as is indicated by Eatonthe Company, provided that the Seller shall be responsible for loading the Goods. Notwithstanding the foregoing, the Company may request the Seller to arrange for transportation to the Company's premises through the carrier nominated by the Company. 16.2 The date for delivery shall be made: 4.1.1. for road freight and parcel deliveriesspecified in the Order, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If if no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton such date is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each specified then delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of take place within 28 days after placing the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7Order. If the Buyer fails actual date of delivery to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at Company’s premises is later than that specified in the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, Order then without prejudice to any other right or remedy rights it may have, the Company may apply the remedies as set forth in these Conditions. 16.3 The Seller warrants that all components and spare parts of the delivered Goods (including any software) will be available during the technical life of the delivered Goods and promptly dispatched to Eatonthe Company upon its request. 16.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, Eaton may:-inter alia, the Order number, line item number, date of Order, number of packages and contents and, in the case of partial delivery, the outstanding balance remaining to be delivered. 4.7.1. require payment 16.5 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours. 16.6 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any reasonable basis, including but not limited delivery note delivered to the selling price, Company and any additional expenses, or costs resulting from such a delay; 4.7.2. store packaging material will only be returned to the Supplies until actual delivery Seller at the sole cost and risk of the Buyer and charge Seller. 16.7 Where the Buyer for Company agrees in writing to accept delivery by installments the reasonable costs (including handling and insurance) Contract will be construed as a single Contract in respect of storage; oreach installment. Nevertheless, failure by the Seller to deliver any installment shall entitle the Company to avail itself of the remedies as set forth in Article 8. 4.7.3. sell 16.8 If the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account Goods are delivered to the Buyer Company in excess of the quantities ordered, the Company shall not be bound to pay for the excess over and any excess will be and will remain at the price under these Terms or charge Seller’s risk and will be returnable at the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceSeller’s expense. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies 5.1 Where Goods are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within delivered on a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments duty paid basis in accordance with these Terms shall the International Chamber of Commerce Incoterms 2020 unless otherwise stated. Invoices must accompany all deliveries. The Company will not entitle recognise invoices unless the Buyer Company’s Purchase Order number is quoted. The Company is not liable for packing or cartage costs unless agreed to treat these Terms as a whole as repudiatedprior to shipment. 4.65.2 The Company may cancel all or the balance of the Purchase Order if the Goods are not delivered by the date or dates specified in the Purchase Order. If Eaton fails The Company is under no obligation to accept Goods that are delivered prior to the due date on the Purchase Order. 5.3 Where the Purchase Order is a blanket order covering a period of time and providing indicative quantities of Goods that will be called up via a release schedule from the Company, then the due date for delivery and quantity of Goods will be deemed to be the due date for delivery and quantity of Goods set out in the release schedule given to the Supplier by the Company. 5.4 Should the Supplier fail to provide the Goods covered by the order on the specified due date, deliver less than the specified quantity or fail to deliver Goods that comply with the Supplies for any reason (other than Company’s specifications or drawings, then the Buyer's fault) and Eaton Supplier will take such action necessary to ensure the Company’s operations are not unduly impacted. This action may include but is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling pricedispatch of replacement product via priority freight, the sourcing of alternative materials from other sources of supply or the working of required overtime in the Supplier’s operations. If alternative materials have to be used then the Supplier will reimburse the Company with the cost of such testing and any additional expenses, or costs resulting from such a delay; 4.7.2. store evaluation that are necessary to approve the Supplies until actual delivery at the sole cost and risk use of the Buyer alternative materials. 5.5 Where some or all of the Goods specified on the Purchase Order are lost or damaged in transit and charge the Buyer Supplier is responsible for transportation, then the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due Supplier must replace those Goods on notification by the Buyer Company provided that the notification is given within thirty (30) 14 days from the date of Eaton´s invoicereceipt of Goods. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.13.1.1 Seller is legally bound by all delivery times set forth in the Order. Unless otherwise agreed in writing by Eatonwriting, delivery shall be made: 4.1.1. for road freight and parcel deliveriespart-, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveriesover-, FCA (Incoterms 2010) at the origin loading port early- or warehouse as agreed between the Parties in writingshort-deliveries are not allowed. 4.23.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. As notified If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer any dates quoted has without result set a reasonable period for delivery the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the Supplies are approximate only and may not be made total amount of the essence by noticeOrder per each commencing week for the delay period. Eaton Notwithstanding the foregoing, the amount of the liquidated damages shall not be liable for any delay in delivery exceed 15% (at least EUR 2.500) of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that total amount of the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4Order. ▇▇▇▇▇'▇ liability shall be limited is entitled to making up the delivery or allowing credit as above. 4.5. Where the Supplies are claim liquidated damages in addition to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited `s claim for performance under the Order. Buyer’s resort to liquidated damages for the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those delay period does not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of preclude ▇▇▇▇▇'▇ fault’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) thennot to be exported; or (b) exported from the United States of America (“U.S.”), without prejudice shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoicelegal remedies available. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing (A) The delivery times provided by Eatonthe Seller are an indication only and depend on various factors such as availability of the Seller’s stock and, delivery shall be made: 4.1.1. for road freight and parcel deliveriesif required under the Contract, CPT (Incoterms 2010) at receipt of the Buyer’s warehouse; or 4.1.2instructions or approval. Accordingly, time for ocean delivery shall not be of the essence. Delivery of the Goods shall be in accordance with the specific incoterm stated in the Quotation and air freight deliveriesunless otherwise agreed, FCA (Incoterms 2010) ex-works from the Seller’s premises or such other location as the Seller advises. The Buyer shall collect the Goods and be responsible for loading and transporting the Goods at its sole risk and liability. Any delays in the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms Goods shall not entitle the Buyer to treat these Terms as a whole as repudiatedrefuse to take delivery of the Goods, claim compensation or other damages, withhold payments due or terminate the Contract. 4.6(B) The Buyer shall accept delivery of any shipment or consignment of the Goods which is within ten percent (10%) of the Contract quantity. If Eaton fails Payment for the Goods so delivered shall be increased or decreased on a pro rata basis. The Seller is not bound to deliver the Supplies Goods in one consignment and the Buyer shall accept split deliveries or delivery by instalments. Goods are sent packed in accordance with the Seller’s normal practice. If the Buyer fails or refuses to take delivery of the Goods, the Buyer shall be liable for all costs, charges and expenses incurred including storage, handling and interest. (C) If Seller agrees to deliver the Goods, any reason (other than the Buyer's fault) and Eaton is accordingly liable shortage or visible damage to the Buyer, Goods (including packing) must be noted on the ▇▇▇▇▇'▇▇’▇ liability shall ▇▇▇▇ of lading or delivery note at the time of delivery or within such time as to enable the Seller to comply with the carrier’s conditions of carriage. Details of any shortage or damage must be limited sent immediately to the excess (if any) of the cost to the Buyer (Seller in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7writing. If the Buyer fails to take bill of lading or delivery of the Supplies note is signed by or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk behalf of the Buyer without exception such signature shall constitute conclusive proof that the Goods were received in good order and charge the Buyer for quantity was correct. In the reasonable costs case of non-delivery of a whole shipment or consignment, a written claim must be made within seven (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (307) days from of the date of Eaton´s invoicethe advice note or the invoice whichever is the later. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless 2.1 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, a Purchase Order or as otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at with the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties Authority in writing. 4.22.2 Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. As notified The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Buyer any dates quoted Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. 2.3 The Supplier shall ensure that a delivery note shall accompany each delivery of the Supplies Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are approximate only not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and may not be made address of the essence by noticeAuthority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. 2.4 Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Eaton shall not be liable for any delay in Where delivery of the Supplies howsoever caused. If no delivery dates are specifiedGoods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability Supplier shall be limited to making up responsible for all risks, costs and expenses associated with the re-delivery or allowing credit as above. 4.5of the Goods in accordance with the agreed delivery times/dates. Where the Supplies are to be delivered in instalments, each Authority accepts delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.five

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery (a) Each bulk Concentrate shipment shall be made:delivered by Seller to Buyer FCA Hazesa Terminal, Manzanillo via the Buyer’s TMC warehouse in Manzanillo. 4.1.1(b) For purposes of the Freight Credit, the Buyer is responsible for discharge of Concentrates from the carrying vessel’s hold(s) and shall arrange and shall pay for all costs associated with discharge. (c) For purposes of the Freight Credit, the carrying vessel used by Buyer shall be classified highest Lloyd’s registration or equivalent and shall be no more than fifteen (15) years of age (provided, however, that if the age of the nominated vessel exceeds fifteen (15) years, Buyer will accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by the age being above fifteen (15) years shall be for the Seller’s account), single deck, bulk carrier otherwise suitable to discharge the Concentrate by grab having fully flat and unobstructed tank top without any protruding structures which might be a hindrance for the performance of normal grab discharge and/or the use of payloaders in holds. Spout trimming must be observed at loading port, not leveling. No Concentrate to be stowed in bridge spaces, deep tanks or other spaces inaccessible to mechanical grabs for road freight discharging. Any extra expenses incurred in discharging by reason of stowage in excepted places shall be for account of Seller and parcel deliveriesany time so lost and above the usual time required for grab discharge is not to count as laytime used. (d) For purposes of the Freight Credit, CPT Buyer has responsibility to deliver Concentrate to the port of discharge nominated by Dowa at Buyer’s own costs, even in case of loss or damage to the Concentrate or expense, if caused by insolvency or financial default of owners, managers, charterers, or operators of the carrying vessel, unless such cause also constitutes a Force Majeure Event as defined herein. (Incoterms 2010e) For purposes of the Freight Credit, for discharge at Akita, Japan, Dowa guarantees a discharge rate of 2,500 wet tonnes per weather working day of 24 consecutive hours, Sundays and legal, local and customary holidays excepted unless used, and if used, actual time used to count as laytime used. Laytime shall commence at 08:00 a.m. of the immediately next working day after the carrying vessel has tendered Notice of Readiness for discharge, unless sooner commenced, whether in berth or not, but only after free pratique is granted. Notice of Readiness is to be tendered during office hours only from 08:00 a.m. to 05:00 p.m., Monday through Friday, and 09:00a.m.-12:00p.m. on Saturday that the performing vessel is ready in all respects to start discharging operations, whether in berth or not, after it has arrived at the port of discharge. (f) For purposes of the Freight Credit, demurrage or despatch money (as applicable) at the port of discharge shall be for Dowa’s account at those rates in Buyer’s warehouse; orCharter Party for each shipment, provided that such rates are approved by Dowa, prior to each shipment. 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010g) If another cargo is being discharged from the same vessel at the origin loading port or warehouse as agreed between Akita port, (i) In case of the Parties in writingConcentrate being discharged after the completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless sooner commenced. 4.2. As notified to (ii) In the Buyer any dates quoted for delivery case of combined shipment with other cargoes, laytime shall be calculated based on the Supplies are approximate only total quantity discharged at the Akita port and may not shall be made of proportionally allocated based on the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as aboveof Lading quantities. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless 8.1 Except as otherwise agreed by both parties in writing by Eaton, delivery shall be made: 4.1.1all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for road freight and parcel deliveries, CPT loading or off-loading (Incoterms 2010as appropriate) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingGoods. 4.2. As notified 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to the Buyer any dates quoted make available for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever causedcollection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 4.3. If Eaton is satisfied that 8.3 The Seller will be deemed not to be in breach of the Supplies have been short deliveredContract, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer such Supplies for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as Eaton is satisfied were not delivered; orset out in this Condition 8. 4.3.2. allow 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up are for the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more account of the instalments Buyer and will be added to the Prices and invoiced in accordance with these Terms shall Condition 15.2. 8.5 Any delay in delivery will not entitle the Buyer to treat these Terms as a whole as repudiatedcancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 4.6. If Eaton fails 8.6 Subject to deliver Condition 13, in the Supplies event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall such non-delivery will be limited to the excess (if any) of the cost to reasonable and proper costs and expenses incurred by the Buyer (in obtaining replacement goods of similar description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price Price of the Supplies. 4.7relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for such non-delivery and the Buyer shall be liable for the Price of the Goods. 8.7 If the Buyer refuses or fails to take delivery of any of the Supplies Goods when they are ready or fails to give Eaton adequate delivery instructions at the time stated tendered for delivery (otherwise than by reason as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of any cause beyond the Buyer's reasonable control Seller’s default), the Goods will be deemed to have been delivered on or by reason of ▇▇▇▇▇'▇ fault) then, the due date and (without prejudice to any its other right rights) the Seller may: 8.7.1 store or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to arrange for storage of the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies Goods until actual delivery at the sole cost and risk of the Buyer or sale in accordance with Condition 8.7.3 and charge the Buyer for the reasonable all related costs and expenses (including handling storage and insurance) ); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of storagethe Goods when tendered for delivery; orand/or 4.7.3. 8.7.3 following written notice to the Buyer, sell any of the Supplies Goods at the best price readily reasonably obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any Price of the Supplies contemplated Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationConditions 8.7.1 and 8.7.2. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. 4.1 Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products on DDP basis as defined in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT the International Commercial Terms (Incoterms 2010) at of the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties International Chamber of Commerce subject to amendments in writingpart hereof. 4.24.2 MARELLI may issue one or more Firm Order(s) to Supplier specifying the quantities of the Products to be purchased and the required delivery dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the time specified by MARELLI. As notified Supplier’s obligations relating to the Buyer any dates quoted time for production and/or delivery of the Supplies Products are approximate only integral parts of and may not be made constitute conditions of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Suppliesthis Agreement. In the event that any part the delivery of the price Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for such Supplies was paid by all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the Buyer prior right to such termination, Eaton shall repay such amounts after deducting reject in whole or in part the delivery of the Products. Supplier is responsible for all costs incurred (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by Eaton MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of such Supplies prior the excess Products. MARELLI shall not be obliged to terminationgive notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.94.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. The Buyer In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the Parties. 4.8 Supplier shall supply, together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in writing, carriage of Products shall be fully at Supplier's own risk and expense. 4.10 In the event of: 1. missed or delayed or not compliant delivery at the fault of the Supplier; 2. delivery at a place different from the one specified by MARELLI, MARELLI shall have, in its sole discretion, the right to procure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s cost and risks, with the sole obligation of notifying Supplier. 4.11 In any case and without prejudice to any further right or remedy, MARELLI shall have the right, but not the obligation, to charge to Supplier an amount equal to 1.5% of the total value of the delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay may not exceed 10% of the value of the undelivered Products. This amount represents a simple estimate of the damage agreed in advance by MARELLI and by Supplier and shall not refuse preclude the right to receive Supplies due MARELLI to minor defectsclaim compensation for any further damage and, in the case of exceeding this amount, to terminate, with immediate effect, by simple communication, this Agreement. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eatonwriting, delivery all deliveries of Products shall be made: 4.1.1made Free Carrier (FCA) in accordance with ICC’s Incoterms (2020 edition). for road freight and parcel deliveries, CPT (Incoterms 2010) at All risks of loss or damage to the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at Products shall pass from the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified Seller to the Buyer any dates quoted when the Products are delivered to the Buyer in accordance with the agreed trade term as defined in ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Supplies Products are approximate given and intended as estimates only and may not be made unless otherwise agreed in writing. The applicable delivery times are those indicated in the acknowledgement of receipt of the essence orders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, the Buyer shall be entitled to cancel the Contract by noticeserving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. Eaton If a new time for delivery has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the thirty (30) day period shall not run from the new time for delivery agreed upon. In no event shall the Seller be liable for any delay indirect, special, consequential or financial damages arising out of or in connection with the late delivery of the Supplies howsoever causedProducts. The Buyer shall inspect or have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification or quality of the Products to the order within fifteen (15) days of delivery of the Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no delivery dates are specified, delivery claim to compensation whatsoever. Freight and insurance cost for return of non conforming Products to the Seller will be within a reasonable time. 4.3borne by the Buyer. If Eaton In case any returned Product is satisfied that being found on investigation by the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching Seller to be conform to the Buyer such Supplies as Eaton specifications of the order, the Seller is satisfied were not delivered; or 4.3.2. allow entitled to charge the Buyer credit all costs incurred by the Seller in respect thereof. 4.4. connection with ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above’s claim. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1a. If the Goods are delivered, the Customer authorises ▇▇▇▇▇▇▇ Cranes to deliver the Goods to the place nominated by the Customer and to leave the Goods at such place whether or not any person is present to accept delivery. Unless otherwise agreed in writing by Eaton▇▇▇▇▇▇▇ Cranes is not obliged to obtain a signed receipt, signed delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) docket or other acknowledgment of the Goods from any person at the Buyer’s warehouse; or 4.1.2. nominated place for ocean and air freight deliveriesdelivery, FCA (Incoterms 2010) at the origin loading port but if such signature or warehouse as agreed between the Parties in writing. 4.2. As notified acknowledgement is obtained from a person reasonably believed by ▇▇▇▇▇▇▇ Cranes to the Buyer any dates quoted hold authority to sign for or otherwise take delivery of the Supplies are approximate only and may not Goods, then such signed receipt, signed delivery docket or other acknowledgment will be made conclusive evidence of the essence by noticeCustomer’s acceptance of the Goods. b. The Customer must provide a suitable and safe area at the nominated delivery site to unload the Goods and ensure that ▇▇▇▇▇▇▇ Cranes (or agent’s, employees or contractors of ▇▇▇▇▇▇▇ Cranes) use of the nominated delivery site is compliant with relevant work health and safety legislation. c. Delivery of the Goods is deemed to occur when they are handed to the Customer or the Customer’s representative, whichever occurs first. Eaton shall ▇▇▇▇▇▇▇ Cranes will not be liable on any basis whatsoever for loss suffered by the Customer after the Goods are delivered. d. The Customer agrees to examine the Goods immediately after delivery. e. The Customer must pay and ▇▇▇▇▇▇▇ Cranes reserves the right to charge the Customer all costs and fees incurred as a result of: i. any delay in delivery of the Supplies howsoever causedGoods which is caused by the Customer or the conditions of the nominated delivery site or the nature of the Goods being delivered; ii. If no delivery dates are specified, delivery will be within a reasonable timeany unexpected labour or additional costs in connection with the delivery; and iii. any permit or licence or other extraordinary costs of transporting or delivering the Goods (including wide or long loads). 4.3. f. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies Cranes are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails unable to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable Goods due to the BuyerCustomer, ▇▇▇▇▇'▇▇ liability shall be limited Cranes reserve the right to store the excess Goods or deliver the Goods to any nominated delivery site and charge the Customer all costs of storage or delivery (if anyas applicable) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Suppliesincurred by ▇▇▇▇▇▇▇ Cranes for such storage or delivery. 4.7. If the Buyer fails g. The Customer agrees to take delivery of the Supplies indemnify and hold ▇▇▇▇▇▇▇ Cranes (or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control agent’s, employees or by reason contractors of ▇▇▇▇▇'▇▇ faultCranes) thenfrom any and all claims, without prejudice loss and damage arising out of: i. Delivery of the Goods (including any loss or damage cause by delivering the Goods to an unattended site and loss or damage suffered by ▇▇▇▇▇▇▇ Cranes as a result of any other right property damage or remedy available personal injury caused by the delivery and unloading the Goods); ii. The Customer’s failure to Eatonprovide a safe, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited suitable and compliant nominated delivery site in accordance with clause 9(a); except to the selling priceextent that ▇▇▇▇▇▇▇ Cranes (or agent’s, and any additional expensesemployees or contractors of ▇▇▇▇▇▇▇ Cranes) have committed an act of negligence, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk breach of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms law or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any breach of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationAgreement. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. 9.1 We deliver all orders for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port products to You ex works Our factory or warehouse as agreed between identified in the Parties in writingSales Agreement (Incoterms® 2010), unless different delivery terms are stated. 4.2. As notified to the Buyer any dates quoted for 9.2 We may make, and invoice for, partial delivery of the Supplies are approximate only an order if this does not cause undue inconvenience to You and may not be made of the essence by notice. Eaton shall not be liable for if We pay any delay in re- sulting additional delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeexpenses. 4.3. If Eaton 9.3 The date on or by which We expect to deliver an order to You (the “Target Delivery Date”) is satisfied that stated in the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereofSales Agreement. 4.4. ▇▇▇▇▇'▇ liability shall be limited 9.4 We aim to making up meet the Target Delivery Date, but factors such as a lack of raw materials, possible late deliveries by Our suppliers, and pos- sible transportation problems may cause delays, and we therefore cannot and do not guarantee delivery on or allowing credit as aboveby a specific date. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. 9.5 If Eaton fails We fail to deliver an order, or any portion of an order, to You within 5 business days after the Supplies Target Delivery Date for any reason (other than not attributable to You or a Force Majeure Event You may termi- nate the Buyer's fault) order in respect of any or all undelivered products under Article 9.6, claim a refund of the price You may have paid for such products, and Eaton is accordingly liable claim damages under Article 9.7. 9.6 Termination of an order in respect of any or all undelivered prod- ucts must be notified to Us in writing within 10 business days after the Buyergrace period for delivery in Article 9.5 has expired, ▇▇▇▇▇'▇ but before any notification of delivery from Us, failing which You will be deemed to have waived Your right to terminate. 9.7 Our liability for failure to timely deliver an order, or any portion of an order, to You shall be limited to the excess (if any) costs and expenses incurred by You in obtaining replacement products of the cost to the Buyer (similar description and quality in the cheapest available market) of similar goods to replace those not delivered over market available, less the price of the Supplies. 4.7order, or relevant portion of the order. If the Buyer fails You have not bought re- placement products within 20 business days after having effected termination under Article 9.6, You will be deemed to take delivery of the Supplies or fails have waived Your right to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceclaim damages. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, a Consignment Request, or a Purchase Order or as otherwise agreed with the Authority in writing. Unless Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing by Eaton, delivery shall be made: 4.1.1to accept such deliveries. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for Where delivery of the Supplies are approximate only Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and may not be made of expenses associated with the essence by notice. Eaton shall not be liable for any delay in re-delivery of the Supplies howsoever caused. If no Goods in accordance with the agreed delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5times/dates. Where the Supplies are to be delivered in instalments, each Authority accepts delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason than five (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (305) days from before the date of Eaton´s invoice. 4.8. If Eaton holds any of agreed delivery date, the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton Authority shall be entitled to terminate charge the agreement Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in respect the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such Supplieslicences not being available when required. In the event case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that any part accurate information is provided to the Authority as to the country of origin of the price Goods and shall be liable to the Authority for such Supplies was paid by any extra duties or taxes for which the Buyer prior Authority may be accountable should the country of origin prove to such termination, Eaton be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods shall repay such amounts after deducting at no time be an agent of the Authority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all costs incurred by Eaton in respect of such Supplies prior third party carriers engaged to terminationdeliver the Goods to the Authority. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed The Supplier shall provide the Services specified in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified Purchase Order to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments Site(s) in accordance with these Terms the Milestones. The Supplier shall deliver the Products specified in the Purchase Order to the Delivery Location on the Delivery Date. Delivery of the Products shall be complete on the completion of the unloading of the Products at the Delivery Location (Delivery). Title and risk in the Products shall pass to L&P on Delivery. The Supplier shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than Products by instalments except with the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) prior written consent of the cost to L&P. If the Buyer (in the cheapest available market) of similar goods to replace those Products are not delivered over on the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, specified Delivery Date then without prejudice to limiting any other right or remedy available L&P may have, L&P may: refuse to Eatontake any subsequent attempted delivery of the Products; terminate the Agreement with immediate effect; obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by L&P in obtaining such substitute products; and subject to clause 16 (Limitation of liability), Eaton may:- 4.7.1. require payment claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Products on the Delivery Date, provided that the Supplier shall have no liability for any reasonable basis, including but not limited failure or delay in delivering the Products to the selling priceextent that such failure or delay is caused by the L&P's failure to comply with its obligations under this Agreement. If L&P fails to accept delivery of the Products on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this Agreement, the Order shall be deemed to have been delivered at 9.00am on the Delivery Date and the Supplier shall store the Products until delivery takes place, and charge L&P for all reasonable related costs and expenses (including insurance). Each Delivery of Products shall be accompanied by a delivery note from the Supplier showing the Purchase Order number, date of the Purchase Order and type and quantity of Products included in the delivery. If the Supplier requires L&P to return any additional expensespackaging materials to the Supplier, or costs resulting from that fact must be clearly stated on the delivery note accompanying and any such a delay; 4.7.2. store the Supplies until actual delivery returns shall be at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceSupplier's expense. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.16.3.1. Unless otherwise agreed in writing by Eaton, delivery Product shall be made: 4.1.1. for road freight and parcel deliveries, CPT delivered EXW (ex-works) Lonza’s Facility (as defined by Incoterms 2010) meaning that risk of loss to Product passes to Kolltan 1) after Lonza has provided the Batch Documentation to Kolltan and 2) on the date Lonza places Product at the Buyerdisposal of Kolltan’s warehouse; or 4.1.2. carrier at Lonza’s premises not cleared for ocean export and air freight deliveries, FCA (Incoterms 2010) not loaded onto any collecting vehicle subject to Lonza having provided at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect least [**] weeks’ notice of such Suppliesdate (“Deliver,” “Delivery,” or “Delivered,” as appropriate). In the event of any conflict between EXW as defined by Incoterms 2010 and the terms contained herein, the terms contained herein shall prevail. Lonza shall take all reasonable steps, including communicating in advance with Kolltan, coordinating and scheduling to the extent possible with Kolltan so that Delivered Products are not awaiting transportation at Lonza’s premises for longer than [**] calendar days. Transportation of Product, whether or not under any part arrangements made by Lonza on behalf of Kolltan, shall be made at the sole risk and expense of Kolltan. 6.3.2. Lonza shall provide within the Facility an area or areas where Kolltan Materials are stored in accordance with the Applicable Laws and Specifications and in such a way as to be able at all times to clearly distinguish such materials from products and materials belonging to Lonza, or held by Lonza for a third party’s account. Lonza will at all times take such measures as are required to protect the Kolltan Materials from risk of loss or damage at all stages of the price for such Supplies was paid by provision of Services under this Agreement. Lonza will immediately notify Kolltan if at any time it believes the Buyer Product or Kolltan Materials have been damaged, lost or stolen. 6.3.3. At Kolltan’s request, Lonza may Deliver Product prior to delivery of the Batch Documentation. Such request shall be accompanied by Kolltan’s written acknowledgement that (i) the Product has been Delivered without the transmittal to Kolltan of the Batch Documentation and accordingly the Product cannot be administered to humans until transmittal of the Batch Documentation, and (ii) Kolltan nevertheless accepts full risk of loss, title and ownership of the Product. The Delivery of Product under these circumstances shall be subject to such terminationtesting requirements as Lonza may reasonably require. 6.3.4. Unless otherwise agreed, Eaton Lonza shall repay such amounts after deducting all package and label Product for Delivery in accordance with its standard operating procedures. It shall be the responsibility of Kolltan to inform Lonza in writing in advance of any special packaging and labeling requirements for Product. All additional costs and expenses of whatever nature incurred by Eaton Lonza in respect of complying with such Supplies prior special requirements shall be charged to terminationKolltan in addition to the Price. 4.96.3.5. The Buyer process and procedures for the delivery and acceptance/rejection of all Deliverables not otherwise set forth in this Clause 6 or elsewhere in this Agreement, the Schedules or Future Schedules shall not refuse to receive Supplies due to minor defectsbe as set forth in the Project Plan for each Project. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton4.1 The Supplier shall deliver the Goods to the Delivery Location during Get Living’s normal business hours on the Delivery Date, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse on such other date as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such SuppliesGet Living. In the event that any part the Supplier has failed to deliver the Goods within 7 days of the price for Delivery Date (or such Supplies was paid by other date as agreed with Get Living), Get Living may rescind the Buyer prior Order and, to such terminationthe extent relevant, Eaton Supplier shall repay such amounts after deducting all costs incurred by Eaton refund the Charges in respect of such Supplies prior to terminationthose Goods. 4.9. The Buyer 4.2 Delivery of the Goods shall not refuse to receive Supplies due to minor defectsbe completed on the completion of unloading of the Goods at the Delivery Location. 4.104.3 Where it is agreed by Get Living in writing and in advance that the Goods may be delivered by instalments, they may be invoiced and paid for separately. 4.4 If Get Living fails to accept delivery of the Goods on the specified Delivery Date during Get Living’s normal business hours then, except where such failure or delay is caused or contributed to by the Supplier’s failure to comply with its obligations under this Agreement, the Supplier shall store the Goods until actual delivery takes place and may charge Get Living for the reasonable costs and expenses of such storage. 4.5 Each Delivery shall be accompanied by a delivery note from the Supplier showing the order number, the date of the Order, the type and quantity of Goods included in the Delivery and, in the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.6 If the Supplier requires Get Living to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Delivery, and any such returns shall be at the Supplier’s expense. 4.7 Risk in the Goods shall pass to Get Living on completion of Delivery in accordance with clause 4.2. Buyer Title in the Goods shall provide any information and documents required pass to Get Living on payment by Get Living for export, transport and import purposesthe Goods. This clause 4.7 is without prejudice to the rights of rejection that Get Living may have under this Agreement.

Delivery. 4.1. Unless otherwise agreed in writing Arkay shall ensure that: - (a) each delivery of the Goods is accompanied by Eatona delivery note which shows the date of the Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) if Arkay requires the Customer to return any packaging materials to Arkay, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Arkay shall reasonably request. Returns of packaging materials shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the BuyerCustomer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writingexpense. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall deliver the Goods to the Delivery Location at any time after Arkay notifies the Customer that the Goods are ready. Arkay shall give the Customer not less than 2 days’ notice that the Goods are ready and the proposed date of the delivery of the Goods. 4.3. Delivery of the Goods shall be limited completed on the Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to making up the Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods. Any dates quoted for delivery or allowing credit as abovein the Order Confirmation are approximate only, and the time of delivery is not of the essence. 4.4. If the Customer fails to take actual delivery of the Goods within 2 Business Days of Arkay notifying the Customer under Clause 4.2 that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Arkay's failure to comply with its obligations under the Order then: - (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and (b) Arkay shall store the Goods until delivery actually takes place and the Customer shall pay for all related costs and expenses incurred by Arkay (including without limitation storage, delivery and transportation costs and insurance). 4.5. Where If within 10 Business Days after the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, day on which ▇▇▇▇▇'▇ liability shall be limited notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Arkay may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, handling and selling costs, account to the Customer for any excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms Goods or charge the Buyer Customer for any shortfall below the price under these Terms; andof the Goods. 4.7.44.6. payment of any amounts contemplated in clauses 4.7.1Arkay may deliver the Goods by instalments, 4.7.2 or 4.7.3 which shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8invoiced and paid for separately. If Eaton holds any of the Supplies contemplated Any delay in clause 4.7 on the Buyer’s behalf delivery or defect in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer an instalment shall not refuse entitle the Customer to receive Supplies due to minor defectscancel any other instalment. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, 5.1 The Seller covenants and agrees with the Buyer with respect to delivery shall be madeof the Product that the Seller will: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010a) at its sole risk and expense deliver the Products FOB at the Plant, in accordance with the delivery and packaging instructions of the Buyer’s warehouse; or; 4.1.2. (b) notify the Buyer without delay when the Products are ready for ocean and air freight deliveries, FCA pick-up; (Incoterms 2010c) maintain at its own cost adequate storage to facilitate delivery of the Products; (d) provide an maintain at its own cost suitable load-out facilities for the Products at the origin loading port or warehouse Plant; (e) bear all costs and risks associated with the Products until such time as agreed between the Parties in writing. 4.2. As notified Products are delivered to the Buyer any dates quoted for delivery of or the Supplies are approximate only Buyer's representative in accordance with section 5.1 (a) herein; (f) provide and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall maintain at its option:-own cost all equipment necessary to load the Products in the Buyer's or the Buyer's representative truck at the Plant; and 4.3.1. make up any short delivery by dispatching (g) collect and provide to the Buyer such Supplies as Eaton is satisfied were not or its representative, samples from each shipment of Product delivered; or. 4.3.2. 5.2 The Seller will provide the Buyer and the Buyer's authorized employees, agents and contractors with free and reasonably unrestricted and undelayed access to the loading area at the Plant in order to allow the Buyer credit to meet its Product's removal obligations in respect thereofan efficient and expeditious manner. 4.45.3 The Seller will be responsible for truck demurrage time in excess of one (1) hour and will reimburse the Buyer for such truck demurrage at the rate such cost is incurred, plus ten (10%) percent administrative penalty. ▇▇▇▇▇'▇ liability Such truck demurrage time shall be limited not exceed three (3) hours per incident unless greed to making up in advance by the Seller. 5.4 The Buyer will advise the Seller when the Buyer has encountered any material non-performance of any obligation of the Seller pursuant to this Article 5 and the Seller will have a reasonable time to cure any such non-performance. The Seller will notify the Buyer within twenty-four (24) hours of receiving such notice from the Buyer of the Seller's remedy for the non-performance indicated by the Buyer. 5.5 The Buyer covenants and agrees with the Seller with respect to the delivery or allowing credit of Products that the Buyer will: (a) promptly remove Products from the Plant so as aboveto avoid any interruption in the operator's regular plant operations; and (b) pick-up at regular intervals the samples of the Products collected by the Seller pursuant to Section 5.1(g) herein. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle 5.6 Should the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies fail for any reason (other than to promptly take delivery of and remove the Products from the Plant, the Seller may send written notice to the Buyer by personal delivery or facsimile to the Buyer's fault) and Eaton is accordingly liable to office of the Buyer, ▇▇▇▇▇'▇ liability shall be limited 's failure to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7do so. If the Buyer fails to take delivery within twenty-four (24) hours of receipt of such notice, then the Supplies or fails Seller will be free to give Eaton adequate delivery instructions remove and sell such Products to other buyers at its discretion. 5.7 If Product does not meet the time stated for delivery (otherwise than by reason of any cause beyond standards as set out in Schedule A, the Seller may request the Buyer's reasonable control assistance in disposing of such Product. If Buyer agrees to dispose of such Product in advance or if subsequent to acceptance of Product by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Product is found not to meet the required standard, the Buyer for the will use its reasonable costs (including handling and insurance) efforts to dispose of storage; or 4.7.3. sell the Supplies such Product in a cost efficient way at the best price readily obtainable and available market price. If Buyer is able to sell such Product, it will evenly divide the net proceeds with the Seller (after deducting all reasonable storage and selling expenses) account to accounting for its costs). If the Buyer for is not able to sell such Product, the excess over Seller will re-take the price under these Terms or charge the Product at its expense, and in any event Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall will be entitled to terminate the agreement in respect of such Supplies. In the event that setoff its reasonable costs with notice to Seller against any part of the price for such Supplies was paid by the Buyer prior other sums owed to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationSeller. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1The Purchase Order shall specify requested delivery dates. Unless otherwise agreed in writing by EatonSeller shall ship products with appropriate lead-time such that Products arrive at Buyer's dock on or reasonably around the requested arrival dates (absent a Force Majeure Event); provided, delivery that Seller shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified notify Buyer if it has reason to the Buyer believe that any dates quoted for delivery particular shipment of the Supplies are approximate only and Products may not be made of arrive at Buyer's dock within ten (10) days after the essence requested arrival dates, it being agreed and understood by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied parties that the Supplies have been short deliveredfailure by Seller, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or on more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from occasions with respect to any five (5) consecutive required delivery dates as set forth in Purchase Orders previously [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered by Buyer and agreed upon by Seller, to deliver all units required to be delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the time stated for delivery, Eaton shall be entitled to terminate ten-day period following the agreement in respect respective delivery date (provided the cause of such Supplies. In the event delivery failure is not attributable to a request by Buyer that any part of the price for such Supplies was paid by the Buyer Seller make modifications to one or more Products prior to such termination, Eaton shall repay such amounts after deducting all costs incurred delivery that would not otherwise have had to been made by Eaton Seller in respect of such Supplies prior order to terminationdeliver Products in accordance with a then-effective Purchase Order) may result in Buyer terminating this Agreement under Section 2.2. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.19.1 Delivery relies on prompt receipt of all payments, forms and proofs. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at It is the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties responsibility to send/return these in writinggood time. 4.29.2 The Seller aims to dispatch an order 20 working days from receipt of the final proof. As notified The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed unless in writing from the Seller. 9.4 The Seller shall use its reasonable endeavours to meet any dates quoted (non default) date agreed for delivery. In any event that delivery of the Supplies are approximate only and may shall not be made of by the essence by notice. Eaton agreed date the Seller shall not be liable for any delay in losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a problem the Buyer will be contacted immediately. 9.6 Delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability Goods shall be limited made to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) address specified on the order form and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability order confirmation email. The Buyer shall be limited to make all the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails arrangements necessary to take delivery of the Supplies or fails Goods whenever they are tendered for delivery. Once the first delivery attempt has been made, redelivery of the Goods is the responsibility of the Buyer. The Seller is not liable for any costs incurred if the Buyer is not able to give Eaton adequate take delivery instructions at the time stated any delivery attempts are made. 9.7 The Consumer Rights Act means the Seller is responsible for delivery (otherwise than the condition of the goods until the goods are received by reason of any cause beyond the Buyer's reasonable control , or by reason of ▇▇▇▇▇'▇ fault) thensomeone else you have nominated to receive them on their behalf. If the Goods arrived damaged, without prejudice the Buyer is entitled to any other right or remedy available to Eaton, Eaton may:- 4.7.1replacements only. require payment on any reasonable basis, including but not limited These goods must be returned to the selling priceSeller, and any additional expenses, or postage costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall will be due covered by the Buyer within thirty (30) days from the date of Eaton´s invoiceSeller. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.15.1 Delivery periods shall only be binding if expressly agreed in writing. Unless otherwise agreed in writing by Eatonthe Contract, delivery periods shall begin on the effective date of the Contract provided that any required official certificates, approval, and permits are furnished by Seller. Delivery periods shall be made:deemed to be met on timely notification of readiness to ship if the Products cannot be dispatched in time through no fault of Seller’s own. 4.1.15.2 With respect to delivery periods and dates, which are not expressly defined as fixed in the Contract, Buyer shall, within two weeks after expiry of such delivery period or date, grant Seller an adequate grace period for delivery. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Seller may only be deemed to be in default after expiry of such grace period. 5.3 Without prejudicing Seller’s rights arising from Buyer’s warehouse; or 4.1.2default, delivery periods and dates shall be deemed to be extended by the period of time during which Buyer fails to comply with its obligations to Seller. for ocean and air freight deliveriesIn case Seller does not comply with Seller’s obligations, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate Seller shall only and may not be made of the essence by notice. Eaton shall not be liable for any all types of damages in accordance with Section 13 (Limited Liability) of these Terms and Conditions. 5.4 Seller reserves the right to carry out a delivery using Seller’s own delivery organization. 5.5 Buyer may rescind this Contract if Seller’s delivery delay is more than ninety (90) days unless the hindrance is merely temporary in delivery nature and a delay would not unreasonably affect Buyer. 5.6 Seller may perform partial deliveries and render partial services if such action would not unreasonably affect Buyer. 5.7 Any contractual or statutory right of the Supplies howsoever caused. If no delivery dates are specifiedBuyer to rescind this Contract, delivery will be which Buyer fails to exercise within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short deliveredperiod of time set by Seller, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as aboveforfeited. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.11. Unless expressly agreed otherwise agreed in writing by Eatonwriting, delivery shall be made: 4.1.1. for road freight and parcel deliveriesalways take place "ex works" in accordance with the Incoterms of the International Chamber of Commerce, CPT (Incoterms 2010) at 2020 edition, with Merinox's warehouse in Alblasserdam, the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at Netherlands being regarded as the origin loading port or warehouse as agreed between the Parties in writingworks. 4.22. As notified The Buyer is obliged vis-à-vis Merinox to the Buyer any dates quoted for immediately take delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to purchased goods as soon as Merinox has notified the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies that they are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies available for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7delivery. If the Buyer fails to take delivery comply with this obligation, the goods shall be deemed to have been delivered from the notification referred to in the first sentence of the Supplies or fails this paragraph, and from that time Merinox shall be entitled to give Eaton adequate delivery instructions store these goods at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) thenexpense and risk. In that case, Merinox shall also have the right to invoice the Buyer for the goods, without prejudice to any Merinox’ other right rights. 3. Agreed delivery dates - even if a specific end date or remedy available period has been agreed - are approximate and are not final. In the event of late delivery other than as a result of force majeure, Merinox must be declared in default in writing, whereby Merinox must be granted a reasonable period, which should not be shorter than two weeks at least, to Eatonbe determined in consultation with it, Eaton may:-within which Merinox can still perform. 4.7.14. require payment on any reasonable basis, including but not limited Merinox shall at all times be entitled to deliver the goods which must be delivered pursuant to the selling priceagreement in part and to invoice these part deliveries separately. 5. The meaning of delivery terms shall be interpreted on the basis of the Incoterms of the International Chamber of Commerce, and any additional expenses2020 Edition, or unless expressly deviated from in the agreement. 6. If the Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The costs resulting from such a delay; 4.7.2. store of the Supplies until actual delivery return shipment shall be payable by the Buyer, while the goods shall travel at the sole cost and risk Buyer's risk. If, however, the goods are returned, following written permission from Merinox, within the context of an attributable failure on the Buyer and charge part of Merinox, to be demonstrated by the Buyer, Merinox shall compensate the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell returning the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to goods, provided the Buyer has demonstrated these costs and these costs are reasonable. In all cases, the Buyer shall properly insure the return shipment (or have it insured), also for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment benefit of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty Merinox as (30) days from the date of Eaton´s invoiceco-)insured. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made Time is of the essence by noticefor Supplier’s delivery, performance and all other obligations arising herein. Eaton Buyer has no obligation to accept any delivery that does not meet the scheduled Delivery Date. Supplier shall not be liable for all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in its sole discretion. Supplier will provide immediate written notice to Buyer of any anticipated delay in and the anticipated actual time for late delivery (hereinafter referred to as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). The Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine estimate of the Supplies howsoever causedloss that would be suffered by Buyer by reason of any late deliveries (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited entitled to making up assess two (2) percent of the purchase price of the late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or allowing credit Grace Period as above. 4.5liquidated damages. Where Notwithstanding the Supplies are foregoing, unless Section 22. Force Majeure applies, if Supplier fails to be delivered properly deliver the Deliverables, Buyer, in instalmentsits sole discretion, each delivery shall constitute a separate contract and defective delivery by Eaton of any may do one or more of the instalments following: (i) cancel the PO in accordance whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with these Terms shall not entitle the canceled PO and which are no longer needed; (iii) cancel any current PO(s) pursuant to which Buyer had ordered which was related to treat these Terms the canceled PO and which is no longer needed as a whole as repudiated. 4.6result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this PO by Supplier. If Eaton fails to deliver Unless otherwise agreed upon in writing between the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable to the Buyerparties, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies or fails Deliverables will be made pursuant to give Eaton adequate delivery instructions at the time stated for delivery " FCA Supplier’s facility (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1Incoterms 2020)". require payment on any reasonable basis, including but not limited Title to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual Deliverables shall be transferred to Buyer upon delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account Deliverables to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoiceBuyer. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.14.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Unless otherwise Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to Seller within 14 days after receipt of the invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of any delivery periods, if so agreed by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-2890 Tata, Szomódi út 4., tax number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing by Eatonto a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the Goods to the carrier. 4.6 Seller shall be made: 4.1.1entitled to partial shipments within reason. Seller will also have the option of billing for road freight partial shipments. Partial shipments will be made and parcel deliveries, CPT (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writinginvoiced by Seller when ready according to clause 4.2. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay 4.7 Delay in delivery of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable timeremaining deliveries. 4.3. 4.8 If Eaton Customer is satisfied that unable to receive the Supplies have been short deliveredGoods when tendered, Eaton Customer shall at its option:- 4.3.1. make up be liable to Seller for any short delivery loss, damage, or additional expense incurred or suffered by dispatching to the Buyer such Supplies Seller as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect a result thereof. 4.4. ▇▇▇▇▇'▇ liability shall 4.9 Any quoted lead time(s) may be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable impacted due to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies. 4.7. If the Buyer fails to take delivery of the Supplies COVID-19 or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control future pandemic and any related foreseeable or by reason of ▇▇▇▇▇'▇ fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basisunforeseeable circumstances arising from it, including but not limited to the selling pricegovernment regulations, and any additional expenseslabor shortages, supply chain disruptions, or costs measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay arising from Seller's slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from such delay, to claim a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk half percent (0.5%) for each full week, but overall not more than five percent, of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any value of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid total delivery that cannot be used in due time because of the delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the Buyer prior right to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to terminationdemonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum. 4.9. The Buyer shall not refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. 4.1‌ 9.1 Subject to receipt of all amounts payable by the Buyer (whether under the Agreement or otherwise) due before delivery, the Seller shall deliver the Product, and the Buyer shall take delivery of the Product, in accordance with the Order and otherwise in accordance with this clause 9. 9.2 The method of delivery shall be as specified in the Order. Unless otherwise agreed in writing by EatonWhere the Order does not stipulate a delivery term, delivery shall be made: 4.1.1. for road freight and parcel deliveriesFCA Seller’s premises, CPT Wilton International (Incoterms 2010) at the Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing). 4.2. As notified 9.3 Delivery shall take place on the earliest to occur of any of the following, as appropriate to the Buyer any dates quoted for delivery provisions of the Supplies are approximate only and may not be made of Order: 9.3.1 the essence by notice. Eaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or allowing credit as above. 4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable Seller giving to the Buyer, ▇▇▇▇▇'▇ liability shall be limited or any other person having apparent authority to receive the Product on behalf of the Buyer, custody of the Product, and in default of any such person being present at the relevant time, the Seller may effect delivery by leaving the Product at the delivery address identified in the Order; 9.3.2 the Seller agreeing in writing to hold the Product on behalf of the Buyer or its nominee; or 9.3.3 the Seller giving any carrier engaged by the Seller custody of the Product for the purposes of carriage to the excess (if any) Buyer. 9.4 It is a condition of the cost to Agreement that the Buyer (in receives or arranges for the cheapest available market) of similar goods to replace those not delivered over the price receipt of the Supplies.Product when delivery is effected by the Seller and shall provide all necessary labour, materials and plant, prepare the site and procure all licences and other authorisations required for the Seller or the carrier (as appropriate) to effect delivery in accordance with this clause 9.‌ 4.7. 9.5 If the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions Product, the Seller may store the Product at the time stated for delivery (otherwise than by reason risk and cost of any cause beyond the Buyer's reasonable control or by reason of ▇▇▇▇▇'▇ fault) then. 9.6 Where the Product is delivered in bags rather than in bulk, without prejudice the Buyer shall unload the Product and shall provide all necessary equipment and labour to any other right or remedy available to Eaton, Eaton may:-do so. 4.7.1. require payment 9.7 The Seller may discontinue deliveries on any reasonable basisProduct, including but not limited the manufacture, sale or use of which in its opinion would involve patent infringement. 9.8 The Buyer shall promptly unload, release and return to the selling price, Seller all returnable materials and any additional expenses, transportation equipment so that no related expense or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 loss shall be due incurred by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Supplies contemplated in clause 4.7 on the Buyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9Seller. The Buyer shall not refuse assume all liability including demurrage with respect to receive Supplies due to minor defectssuch returnable materials and equipment, including packaging. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.