AMTECH INGREDIENTS, INC. - GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS

ANY AND ALL PURCHASES MADE BY AMTECH INGREDIENTS, INC., A WISCONSIN CORPORATION, AND/OR ITS AFFILIATED ENTITIES (COLLECTIVELY, “PURCHASER”), ARE SUBJECT TO THE FOLLOWING GENERAL TERMS AND CONDITIONS (“T&C”). (An "Affiliate" means any company that Controls, that is Controlled by, or that is under common Control with another company, whether directly or indirectly; and "Control" means the ability to exercise more than fifty percent (50%) of the voting rights with regard to a company, whether directly or in directly, or the ability to appoint more than half of the members of the board of a company.) THESE T&C TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS AND CONDITIONS OF THE SELLER. SELLER ACKNOWLEDGES THAT SELLER HAS READ AND UNDERSTANDS THESE T&C AND AGREES TO BE BOUND BY THESE T&C. IN THE EVENT OF ANY INCONSISTENCIES BETWEEN ANY PURCHASE ORDER, PURCHASE AGREEMENT, INVOICE, CREDIT APPLICATION OR THE LIKE (OR ANY DOCUMENT ANCILLARY TO THE FOREGOING) AND THESE T&C, THESE T&C SHALL CONTROL. PURCHASER AND SELLER EXPRESSLY AGREE THAT PURCHASER MAY MODIFY THESE T&C FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE SELLER AS OF THE DATE OF SUCH MODIFICATIONS.

1. ACCEPTANCE OF T&C. Purchaser hereby orders from the vendor (“Seller”) identified on the distribution agreement, invoice, credit application, purchase order, agreement, or any document(s) ancillary to the foregoing or other proposed agreements for the sale of Goods (collectively, the “Order”) accompanying these General T&C of Purchase (“T&C”) the merchandise (“Goods”) and/or services (“Services”) specified in the Order, subject to and upon these T&C. Purchaser shall not be bound by any proposed contractual provisions not appearing in these T&C. SHIPMENT BY SELLER OF THE GOODS AND/OR PROVISION OF THE SERVICES ORDERED SHALL CONSTITUTE IRREVOCABLE ACCEPTANCE OF AND AGREEMENT TO THESE T&C AND AN IRREVOCABLE WAIVER BY SELLER OF ALL TERMS AND CONDITIONS CONTAINED IN ANY ACCEPTANCE FORM OF ANY OTHER COMMUNICATIONS WHICH ARE INCONSISTENT WITH THE T&C SET FORTH ON THE ORDER UNLESS SPECIFICALLY AGREED TO IN WRITING BY PURCHASER. By acceptance of these T&C, whether expressed or deemed, as provided herein, Seller waives the application of any legal provisions that would govern the terms and conditions of the Order or modify the interpretation of the same or of these T&Cs, including without limitation to the “knock-out rule,” as well as any other similar doctrine under the laws of any relevant jurisdiction, such as the United States Uniform Commercial Code, Mexican Commercial Code, or Federal Civil Code, or that of any political subdivision; therefore, such legal provisions and doctrines shall not apply if interpretation of these T&Cs is required under law. Accordingly, upon such acceptance by Seller of these T&C, these T&C shall solely govern all matters pertaining to any Agreement.

2. PRICES AND PAYMENTS. All prices are firm and shall not be subject to change unless evidenced by a written amendment to the Order signed by Purchaser and Seller. No charges of any kind, including, without limitation, crating, boxing, packing, or transporting to the point of delivery stated in the Order, will be allowed unless specifically agreed to in writing by Purchaser. The cost of freight (including freight insurance) is to be borne by Seller unless otherwise indicated in writing in the Order or in another writing by Purchaser. Unless otherwise specified in these T&C or the Order or otherwise agreed in writing by Purchaser and Seller, payment by Purchaser shall be made in US Dollars and according to discount terms offered by Seller or, if not offered, within sixty (60) days following the later date of Seller’s invoices or receipt of the Goods and/or Services hereunder. Seller shall pay all applicable sales, use, tariffs, goods and services taxes/duties, export, import, and/or customer fees, charges and taxes/duties, value-added or similar taxes/duties that are incurred in connection with the sale and delivery of the Goods and/or Services from the Seller to the Purchaser.

3. PACKING, PRESERVATION AND MARKING. Packing, preservation and marking of the Goods shall be in accordance with Purchaser’s instruction as specified in the Order, specifications or other documents furnished by Purchaser. All material shall be suitably packed marked and shipped in accordance with the requirements of common carriers in a manner to secure lowest transportation cost, and no additional charge shall be made to the Purchaser therefor unless otherwise stated herein. Damage to any material not packed to insure proper protection shall be charged to the Seller. No charge shall be made by Seller for drayage or storage, unless otherwise stated in the Order, specification, or other writing signed by Purchaser. Unless otherwise specified herein, Seller shall properly mark each package with Purchaser’s order number, and where multiple packages comprise a single shipment each package shall also be consecutively numbered. Purchase order number and package numbers shall be shown on packing slips, bills of lading and invoices. Packing slips and Material Safety Data Sheets must accompany each shipment. Original bill of lading, or other shipping receipt, for each shipment shall be promptly forwarded by Seller in accordance with instructions issued by the Purchaser. Seller agrees to describe material on bill of lading or other shipping receipt and to route shipment in accordance with instructions issued by Purchaser’s authorized representative. Invoices, in triplicate, all copies priced and extended, shall be forwarded within twenty-four (24) hours after each shipment and, upon Purchaser’s request, also shall be transmitted electronically.

4. DELIVERY. (a) Time is of the essence in the fulfillment by Seller of the Order. If Seller fails to deliver the Goods or to complete the Services to be furnished hereunder in quantities and in times specified in schedules furnished by Purchaser, Purchaser shall be entitled, in addition to any other remedy available at law or in equity, to cancel the Order with respect to all or any undelivered part or installment of the Goods or Services. Unless otherwise specified in the Order, all expenses and risks with respect to the Goods and/or Services are for Seller’s sole account until such Goods and/or Services are delivered to or performed for Purchaser at the destination shown on the Order and title of the Goods shall pass to Purchaser upon the delivery hereunder. Goods delivered to Purchaser in advance of the delivery date specified on the Order may be returned to Seller at Seller’s expense. (b) Unless otherwise provided in the Order, the Goods may not be delivered in installments. If the Order provides for delivery in installments, or if Purchaser agrees in writing to accept delivery in installments, and Seller defaults in making timely delivery of any such installment or breaches any other term or condition hereof, Purchaser may, at its option, by giving written notice to Seller of its election so to do, cancel the Order or any undelivered portion thereof and avail itself of its rights described in the preceding paragraph. Purchaser shall have no liability for payment for material or items delivered to Purchaser which are in excess of quantities specified in the delivery schedules. Purchaser may from time to time, upon notice to Seller, change delivery schedules or direct temporary suspension of scheduled shipments without liability of any kind.

5. CHANGES. Purchaser may at any time, in writing, make changes within the general scope of the Order. If any such change causes a material increase or decrease in the cost of, or the time required for the performance of, any work under the Order, an equitable adjustment may be requested by Seller regarding the price or delivery date on the front of the Order, or both. Any request by Seller for such adjustment hereunder must be asserted in writing within ten (10) days from the date of receipt by Seller of notification of such change from Purchaser, setting forth with reasonable particularity the reasons for an adjustment in price or delivery schedule, and such adjustment shall not become effective until the execution by Purchaser and Seller of an Order amendment.

6. INSPECTION. All Goods and/or Services (collectively “Inspection Items”) as well as status and progress of production, shall be subject to inspection and testing by Purchaser, its agent or its customers at all times and places, including the place of manufacture. Records of all inspection work by Seller shall be kept complete and available to Purchaser during the performance of the Order and for two (2) years thereafter.

7. REJECTION. If any of the Goods and/or Services ordered hereunder are found at any time to be defective, or otherwise not in conformity with the requirements of the Order or any other specifications furnished by Purchaser, Purchaser, in addition to its other legal rights, may, at its option: (i) reject and return in whole or in part such Goods at Seller’s expense; (ii) take such actions as may be required to cure all defects and/or bring the Goods into conformity with all requirements, at Seller’s own expense, and (iii) by written notice to Seller require Seller to re-perform, at its own expense, any defective portion of the Services performed.

8. WARRANTIES. Seller represents and warrants that: (a) the Goods and/or Services purchased and/or provided hereunder shall (i) be free from any defects in design, workmanship or materials, (ii) strictly conform to the applicable specifications, applicable Material Safety Data Sheets, samples or other documents furnished to or by Purchaser, (iii) strictly comply with all applicable requirements of all state, provincial, and federal statutes, acts, ordinances, regulations, codes and standards in existence as of the date of acceptance of the Order (including, without limitation, the standards and/or regulations promulgated under California Proposition 65, the provisions of the Occupational Safety and Health Act of 1970, as amended, and the Consumer Safety Protection Act, (iv) be merchantable, and iv) be fit for the uses for which they normally are intended and to which they normally are put; (b) it has clear title to the Goods purchased hereunder and can transfer such Goods to Purchaser without encumbrance; (c) there is no pending litigation or existing claim in any manner involving the Goods and/or Services ordered hereunder or any party’s rights to use or sell such Goods and/or Services; (d) the sale and proper use of the Goods and/or Services ordered hereunder by Purchaser and its customers will not violate (i) any applicable law, rule or regulation, (ii) any contract, agreement or understanding to which Seller is a party or by which Seller is bound, or (iii) any third-party rights in any patent, trademark, service mark, trade name, copyright, trade secret or other intellectual property right; and (e) Seller owns or has obtained all intellectual property rights necessary and sufficient to allow Seller to provide the Goods and/or Services to Purchaser. The foregoing warranty is in addition to, and not in limitation of, Seller’s standard product warranty; in the event of a conflict between this Paragraph 8 and Seller’s standard product warranty, this Paragraph shall control.

9. SAFETY INFORMATION. Seller shall supply or make available to Purchaser any and all information relating to safety conditions and procedures (including but not limited to Material Safety Data Sheets) concerning the Goods that are the subject of the Order.

10. INDEMNITY. Seller shall defend, indemnify and hold harmless Purchaser and/or its customers from and against any liabilities, losses, damages, costs, expenses, fees (including reasonable attorneys’ and other professional fees), suits, claims and demands of every kind based on or arising out of: (i) the breach by Seller of any of the representations, warranties, covenants and agreements contained in these T&C and/or any Order, (ii) death or injury to any person, damage to any property or any other damage or loss including economic loss by whomsoever suffered resulting or claimed to result, in whole or in part, from any defect in or condition of the Goods, including improper manufacture or the failure of any Goods and/or Services to comply with any express or implied warranties of Seller or any of Purchaser’s specifications contained in (or made part of) the Order, (iii) the failure of the Goods, whether by reason of manufacture, packaging, labeling, export, distribution or sale, to comply with any applicable federal, state, provincial, municipal, or local laws, statutes, ordinances, governmental rules, regulations or standards, or any judicial or administrative orders applicable to the Goods, and (iv) any actual or alleged infringement of any patent copyright, trademark, or any other intellectual or proprietary rights arising out of the manufacture, use, sale, delivery, or disposal of the Goods furnished under an Order and/or out of the receipt of the Services. This right of indemnification is in addition to any rights which Purchaser may have with respect to the Goods and/or Services as set forth elsewhere hereunder and/or in the applicable Order, at law, under warranty (express or implied), or otherwise. In addition to the other remedies available to Purchaser for non-conforming or defective Goods, Purchaser may require Seller to participate at its expense in any recall or other field service action conducted by Purchaser or its customers based in whole or in part on non-conforming or defective Goods, including reimbursing Purchaser for administrative, labor, and other expenses incurred by Purchaser. Purchaser and Seller will jointly investigate the root cause of any non-conforming or defective Goods and decide the reasonable amount of Seller’s reimbursement costs to Purchaser after reviewing the possible effect of non-conforming or defective Goods provided by other Sellers and the aggregate amount of Purchaser’s purchases of Goods from Seller. Seller will reimburse Purchaser for all direct, indirect, special, incidental, and consequential damages (including professional fees) resulting from non-conforming or defective Goods, breach of a contract or a default under contract by Seller, or other acts or omissions of Seller, including amounts charged by Purchaser’s customers and costs, expenses, and losses incurred directly or indirectly by Purchaser or its customers in conducting recall campaigns or other field service actions (including administrative costs, parts and labor costs, the cost of any extended warranties, and any fines or penalties).

11. TERMINATION. Purchaser reserves the right to terminate the Order, or any part thereof, for cause and to cancel all or any part of the undelivered or unperformed portion of the Order upon written notice to Seller, and without any cost, charge or penalty to Purchaser: (i) if Seller fails to deliver the Goods or perform the Services required hereby on or before the delivery date(s) specified in the Order; (ii) if Seller breaches any of the other terms and conditions of the Order, including the warranties set forth in Paragraph 8 of these T&Cs, or fails to adequately or timely discharge any of its obligations toward Purchaser; and/or (iii) in the event of the bankruptcy or insolvency of Seller, or the execution by Seller of any assignment for the benefit of creditors. In addition to Purchaser’s right to terminate the Order for cause as described in the preceding sentence, Purchaser shall have the right upon notice to Seller to cancel the Order or any unfilled portion thereto for convenience and without any liability other than to make payment for that portion of the Order which has been delivered and finally accepted. In such event, Seller shall immediately stop all work and observe any instruction from Purchaser as to work in progress.

12. CONFIDENTIAL OR PROPRIETARY INFORMATION. Purchaser may, from time to time, provide to Seller, or Seller may have access to, Purchaser’s Confidential Information. As used in this Article 12, “Confidential Information” shall mean any information in any form disclosed or made available by Purchaser or its representatives to Seller or its representatives that Seller knows or has reason to know (either because such information is marked or otherwise identified by Purchaser orally or in writing as confidential or proprietary, because it has commercial value, because it is not generally known in the relevant trade or industry, or because a reasonable person would consider it to be confidential) is confidential information, and shall include, without limitation, (i) Purchaser’s trade secrets, know how, inventions, ideas, discoveries, developments, processes, formulas, recipes, diagrams, drawings, designs, software, applications, source and object codes, data, programs, improvements, techniques, product data and specifications, test results, and other technical information, Purchaser’s products and services and the products and services of its customers and prospective customers; (ii) information concerning Purchaser’s business and/or the business of its customers and prospective customers, including without limitation plans for research, development, and new products, cost information, profits, sales information, accounting and financial information, business plans, markets and marketing methods, advertising strategies, customer lists and customer information, purchasing techniques, supplier lists and supplier information; (iii) information concerning Purchaser’s employees, including their compensation and skills; and (iv) any technical or commercial information derived by Seller from specifications and other documents furnished by Purchaser or made accessible in connection with the Order. Seller (i) shall not, without Purchaser’s prior written consent, divulge, directly or indirectly, any Confidential Information to any third party or use any of the Confidential Information for any purpose, except as is necessary to perform its obligations under the Order; and (ii) shall use adequate safeguards to protect the Confidential Information against unauthorized access or disclosure and will exercise no less care to safeguard the Confidential Information of Purchaser than Seller exercises in safeguarding its own confidential information. Upon completion or termination of the Order or otherwise upon request of Purchaser, Seller shall promptly return to Purchaser all materials incorporating any Confidential Information and any copies thereof. Following completion or termination of the Order, Seller shall not thereafter utilize the Confidential Information in any respect whatsoever. No right or license in the Confidential Information is granted through the Order or these T&Cs, unless expressly stated.

13. LICENSES. As used in this Article 13, “Intellectual Property” means all intellectual or industrial property in any jurisdiction, whether or not filed, perfected, registered or recorded, including without limitation patents, trademarks, service marks, trade dress, trade names, works of authorship, copyright, moral rights, software, domain names, trade secrets, know how, inventions, discoveries, formulas, recipes, financial and business plans, including all copies and tangible embodiments thereof and goodwill related thereto. Seller, as part consideration for the Order and without further cost to the Purchaser, hereby grants to Purchaser an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license (with the right to assign and sublicense) to use, distribute, copy, sell, or modify any and all Intellectual Property rights conceived, or actually reduced to practice in connection with the performance of the Order or otherwise contained in the Goods or provided with the Services specified in the Order, as required for Purchaser to obtain the full benefit of the Goods and/or Services and to use, sell, manufacture, distribute any products embodying any and all such Intellectual Property. To the extent applicable, Purchaser hereby grants Seller a royalty-free, nonexclusive, revocable license to use Purchaser’s Intellectual Property solely in the course of, and for the purposes of, providing Goods and/or Services to Purchaser. Purchaser gives no warranties with respect to such Intellectual Property, including without limitation as to the accuracy, usefulness or completeness thereof.

14. ASSIGNMENT AND SUBCONTRACTING. Seller agrees not to assign the Order or any interest herein or any payment due hereunder without the prior written consent of Purchaser. Seller shall neither subcontract nor delegate performance of all or any substantial part of the work called for under the Order without the prior written consent of Purchaser.

15. PRODUCT LIABILITY INSURANCE. Seller shall at all times maintain product liability insurance and vendor’s insurance of not less than $1,000,000 per occurrence and $5,000,000 in the aggregate and shall name Purchaser as an additional insured thereunder. Upon Purchaser’s request, Seller shall provide Purchaser with a copy of a certificate evidencing that such product liability insurance coverage is in full force and effect as of the date of this Agreement. Seller further agrees that not less than thirty (30) days prior to the expiration of any such product liability insurance or vendor insurance policy, Seller will deliver to Purchaser evidence of a renewal or a new policy to take the place of the policies expiring.

16. RIGHT OF SETOFF. Purchaser shall be entitled to set off, deduct, or recoup any credit, claims, or refunds to which Purchaser is entitled under any purchase order, invoice, contract, or transaction between Purchaser and Seller, against any amounts due or arising under the Order.

17. ASSIGNMENT OF ACCOUNTS RECEIVABLE. Seller covenants it will not assign, pledge, discount, or factor its accounts receivable or invoices arising out of sales to Purchaser or any purchase order issued by Purchaser to a third party (factor). Any assignment or attempted assignment or pledge will be null and void and of no effect.

18. INTERNATIONAL TRANSACTIONS. All payments, including for any international transactions, will be made in U.S. dollars, and Seller will be responsible for any currency conversion charges. Seller will, at Seller’s expense, obtain all export and import licenses, permits and clearances required by applicable laws, regulations, ordinances, and the like in respect of the Services and/or Goods.

19. FEDERAL LAWS AND REGULATIONS. Seller acknowledges that certain Services and/or Goods sold by Seller hereunder and any documentation and other technology of Seller may be subject to application of federal laws, regulations, and orders, including, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce, the Canadian Export and Import Permits Act and associated regulations, the Mexican Customs Laws, its regulations and any rules published by competent authorities thereunder, trade and economic sanctions and regulations maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Government of Canada, the International Traffic in Arms Regulations maintained by the U.S. Department of State, the U.S. Foreign Corrupt Practices Act, as revised, the UK Bribery Act of 2010, the Canadian Corruption of Foreign Public Officials Act, Mexican Federal Anti-Corruption System Law and the Mexican Law for the Prevention and Identification of Operations with Resources of Unlawful Origin (Mexican Anti-Money Laundry Law), as well as their regulations and any rules published by competent authorities thereunder, all applicable local bribery laws, the Organization for Economic Cooperation and Development Anti-Bribery Convention, and United States Presidential Executive Order 13224, or other similar federal laws, regulations, rules, official standards or normative bodies pertaining to the sale of the Goods and/or Services in any relevant jurisdiction (collectively, the “Federal Laws”). Seller certifies, represents, and warrants that it is in compliance and shall take all necessary acts to remain in compliance with all applicable Federal Laws. Seller hereby agrees to defend, indemnify, and hold Purchaser harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

20. MISCELLANEOUS. (a) Waiver. Seller agrees that the failure of Purchaser at any time to require performance of any of the provisions in the Order shall not operate as a waiver of its right to require strict performance of the same or like provisions, or any other provisions hereof, at a later time. (b) Entire Agreement and Amendment. The Order, together with such documents as are expressly incorporated herein by reference, constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. No course of prior dealings between parties hereto and no usage of the trade shall be relevant or admissible to supplement, explain or vary any of the terms of the Order. The Order may be amended only by written agreement executed by an authorized representative of each of the parties hereto. (c) Severability. Where possible, each provision of the Order shall be interpreted in such manner as to be effective and valid, but if any provision of the Order shall be prohibited by applicable law, unenforceable in any jurisdiction or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition, unenforceability or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Order, or affecting the validity or enforceability of such provision in any jurisdiction. (d) Governing Law. These T&Cs and all Orders shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice or conflict of law principles and without regard to (and the parties expressly exclude) the United Nations Convention on Contracts for the International Sale of Goods. In the event a dispute arises under these T&C or an Order such dispute shall be submitted to arbitration and resolved by arbitration administered by the International Chamber of Commerce in accordance with its International Court of Arbitration rules. There shall be one single arbitrator who shall be appointed in accordance with said Rules. The place of arbitration shall be Cuyahoga County, Ohio. The language of the arbitration shall be English. The fees of any arbitration shall be borne equally by Purchaser and Seller. The arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions, subject to the provisions of these T&C and/or any Order waiving or limiting that remedy. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The parties waive any right of appeal against the award issued in any arbitration. The parties have expressly requested that these T&Cs and any ancillary documents be drafted in English. Les parties ont expressément requis que les présentes modalités et tout document y afférant soient rédigés en langue anglaise.