Allgemeine Verkaufs- und Lieferbedingungen Angst+Pfister North America Inc., 10391 Brecksville Road, Brecksville, OH 44141

2. Price. Prices given in any quotation by Seller are subject to change after thirty (30) days if not accepted. To the extent permitted by law, all applicable sales, excise, use or similar taxes or

charges for the sale of Products will be in addition to the stated price and will be paid by Purchaser. Seller reserves the right to increase any price at any time, even after quoted and accepted, in the event of increased costs beyond Seller’s reasonable control including, without limitation: (a) raw material costs, (b) modifications to specifications requested by Purchaser, or (c) price of goods manufactured by others which are re-sold by Seller.

3. Payment. Unless cash with order is required by Seller, all accounts are due thirty (30) dayswithout setoff from date of Seller’s invoice and shall be paid in $U.S. Overdue payments shallbear interest at the lesser of 15% per annum (1.25% per month) or the maximum ratepermitted by law. Seller shall have the right, among other remedies, including the right of setoff,either to terminate this Contract or to suspend further deliveries under this Contract or anyagreement with Purchaser in the event Purchaser fails to make any payment when due.Purchaser shall be liable for all expenses related to collection of past due amounts, includingattorneys’ fees. Seller may require full or partial payment in advance of any shipment. Wherecredit terms have been given to Purchaser, Seller may at any time change or withdraw suchterms. If Purchaser requests delayed shipment, Seller may bill for Products when ready forshipment and charge reasonable daily storage fees.

4. Shipping and Delivery. Seller shall not be liable for delays or failure in performance when causedby circumstances beyond Seller’s reasonable control, including without limitation the eventsdescribed in Paragraph 18. If Purchaser does not provide routing instructions, Seller shall solelydetermine the best method of routing shipment. All sales of Products are EX WORKS Seller’splant. All shipping and insurance expenses are assumed and shall be paid by Purchaser. All riskof loss shall pass to Purchaser when the Products are delivered to the carrier at Seller’s plant orotherwise leave the care, custody, and control of Seller. Seller reserves the right to ship, and Purchaser agrees to accept and pay for an underrun or overrun of any quantity up to andincluding 10% of the quantity ordered by Purchaser.

5. Rejections and Returns. Purchaser will be deemed to have inspected and accepted all deliveredProducts unless written notice of rejection, specifying the basis therefore in reasonable detail, is provided to Seller within thirty (30) days after delivery. Purchaser may not return Products without Seller’s prior written approval in the form of a Return Material Authorization (RMA).

6. Warranty, Disclaimer, Limitation of Liability and Remedy. Seller warrants to Purchaser that(i) the Products sold hereunder will be free from defects in materials and workmanship undernormal use, (ii) the Products will conform to Seller’s specifications, and (iii) Seller will transfer toPurchaser ownership and good title to the Products delivered, free and clear of all liens,encumbrances, and rights of third parties (except those created by Purchaser). The warrantieshereunder will continue for one (1) year from delivery of the Products to Purchaser, provided thatthe Products shall not have been altered or repaired after shipment to Purchaser by anyoneexcept Seller’s authorized agents. Components or equipment manufactured by others butfurnished by Seller are not covered by this warranty, but are limited to the original manufacturer’swarranty. Seller must be given an opportunity to make an investigation and inspection of any asserted defects in Products which must be reported promptly in writing within ten (10) days of discovery and not later than ten (10) days after the expiration of the applicable warranty period.In the event that Seller breaches the warranties above with respect to Products sold hereunder, and provided that Purchaser complies with the terms of this Paragraph, Seller shall, at its option(i) repair the defective or nonconforming Product by repair or replacement at no charge toPurchaser, or (ii) refund the purchase price for such Product to Purchaser. Seller’s obligation does not include the cost of installation, removal, dismantling, or reinstallation, if applicable.Purchaser will provide Seller with access to all available warranty data and field returned Products and provide Seller with an opportunity to participate in any root cause analysis performed byPurchaser concerning the Products. Products replaced during the warranty period shall be under warranty for the remainder of the original warranty period or ninety (90) days, whichever is longer.Seller shall have no liability to the extent Products are or have been (a) modified by Purchaser ora third party; (b) modified by Seller at Purchaser’s request; (c) made to specifications not provided by Seller; (d) used or installed in a way not known to, or not contemplated by, Seller or operated under conditions not known to Seller; or (e) subject to misuse, abuse or improper storage, installation or maintenance. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NORANY OTHER WARRANTY, EXPRESS OR IMPLIED OR STATUTORY, IS MADE BY SELLER HEREUNDER REGARDING PRODUCTS. SELLER DISCLAIMS ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TOPRODUCTS. SELLER’S ENTIRE AND EXCLUSIVE LIABILITY FOR DEFECTIVE PRODUCTS,AND UNDER THIS PARAGRAPH 6, WHETHER FOUNDED ON WARRANTY, CONTRACT,NEGLIGENCE OR OTHERWISE, AND PURCHASER’S EXCLUSIVE AND SOLE REMEDY, IS LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS, FOB SELLER’S FACTORY, OR AT SELLER’S OPTION THE RETURN OF THE PURCHASE PRICE. SELLER SHALL IN NO EVENT BE LIABLE TO PURCHASER FOR (i) ANY OTHER DIRECT DAMAGES,OR (ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,INCLUDING, WITHOUT LIMITATION, ANY DAMAGE FOR INJURY TO PERSON ORPROPERTY, LOSS OF SALES, LOSS OF PROFITS, INCREASED COSTS OR EXPENSES ORPURCHASER’S LIABILITIES TO THIRD PARTIES, RESULTING FROM, ARISING OUT OF,OR IN CONNECTION WITH DEFECTIVE PRODUCTS AND/OR SELLER’S BREACH OF THEWARRANTIES IN THIS PARAGRAPH 6. AS USED HEREIN, “DEFECTIVE PRODUCTS”MEANS PRODUCTS WHICH ARE DEFECTIVE OR NONCONFORMING IN ANY MANNER ORFOR WHICH SELLER HAS BREACHED ITS WARRANTIES HEREIN.

7. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,EXCEPT FOR BREACH OF OBLIGATIONS OF CONFIDENTIALITY OR MISAPPROPRIATIONOF INTELLECTUAL PROPERTY, SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANYTHIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THESELLER’S OBLIGATIONS UNDER THIS CONTRACT OR A BREACH OF THIS CONTRACT BY SELLER. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL, LOSS OF PRODUCTION, LOSS OF GOOD WILL, LOST SALES, OR INCREASED COSTS OR EXPENSES FOR OBLIGATIONS OR LIABILITIES OF PURCHASER ORPURCHASER AFFILIATES TO ITS OR THEIR CUSTOMERS OR ANY THIRD PARTIES.PURCHASER MAY NOT BRING OR INITIATE ANY CLAIM, LEGAL PROCEEDING, CAUSE OFACTION, OR ACTION AGAINST SELLER, INCLUDING WITHOUT LIMITATION IN ANARBITRATION PROCEEDING, REGARDLESS OF FORM, ARISING OUT OF THE CONTRACT,PURCHASER’S PURCHASE OF PRODUCTS OR PURCHASER TRANSACTIONS UNDER THECONTRACT, MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.EXCEPT FOR PERSONAL INJURY OR DEATH DUE TO SELLER’S NEGLIGENCE ORINTENTIONAL MISCONDUCT, AND EXCEPT AS OTHERWISE LIMITED IN THIS CONTRACT,THE PARTIES AGREE THAT THE TOTAL DAMAGES THAT CAN BE AWARDED, SUBJECTTO THE PROOF OF DAMAGES, IN ANY CLAIM BY PURCHASER RELATING TO SELLER’SOBLIGATIONS UNDER THIS CONTRACT (WHETHER BASED IN CONTRACT, TORT OROTHERWISE), SHALL NOT EXCEED THE COMBINED TOTAL OF AMOUNTS PAID BYPURCHASER TO SELLER UNDER THE CONTRACT DURING THE TWELVE (12) MONTHPERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THEPARTIES EXPRESSLY AGREE THAT THE ABOVE LIMITATIONS ON LIABILITY PROVISIONSHALL REMAIN IN FULL FORCE AND EFFECT EVEN IF IT IS FOUND THAT PURCHASER’SEXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification. Purchaser shall indemnify and defend Seller, its direct and indirect affiliates and its and their respective shareholders, subsidiaries, officers, directors, employees, agents, successors and assigns, and hold them harmless, from and against any Losses sustained or incurred in connection with or as a result of claims or causes of action by third-parties for the death or personal injury to persons or damage to property (i) caused by the negligence ofPurchaser, (ii) arising out of Purchaser’s conduct of its business, and/or (iii) arising out of Purchaser’s sale of products, Goods or providing services. Purchaser shall, at its sole cost, uponreceipt of notification from Seller, promptly assume the defense of any and all suits, actions,claims or proceedings which may be brought against Seller for which Purchaser is obligated toindemnify Seller.

9. Patent Infringement. Seller shall defend, at its sole expense, any third party claim, demand orsuit against Purchaser (“Claim”) alleging that the use of any Product, as authorized by Seller, infringes a third party’s U.S. patent, and shall indemnify Purchaser against any and all losses awarded or assessed against Purchaser in connection with the Claim, or reached through anegotiated settlement of the Claim; provided, that: (a) the alleged infringement does not arise fromSeller’s compliance with specifications or designs furnished by Purchaser; (b) Seller receives prompt written notice of such Claim and exclusive control over the defense and/or settlement oft he Claim; and (c) Purchaser provides Seller with all information available to Purchaser for the defense and cooperates with Seller in the defense, and does not take a position adverse to Seller.Further, Seller will have no liability under this paragraph if and to the extent that a claim of infringement is based on: (1) a Product modification made by Purchaser or a third party, or made by Seller at Purchaser’s request; (2) use or interconnection by Purchaser of the Product in combination with other products not made or sourced by Seller; or (3) Products made to design or specifications not provided by Seller. Except for third party claims above, and subject to thelimitations above, Seller’s exclusive obligation to Purchaser as to Products declared to infringe,and Seller’s right as to Products which Seller believes are likely to infringe, is the acquisition of alicense, the replacement of Products with non-infringing goods, the modification of the Productsso that they are noninfringing, or the return of the purchase price for the Products, as Seller mayelect in its sole discretion. Seller’s liability under this Paragraph 9 shall in no event exceed thepurchase price of the Products which are subject to the Claim, nor shall Seller in any event beliable for any indirect, special or Consequential Damages (as defined in Paragraph 7). THIS PARAGRAPH STATES SELLER’S ENTIRE LIABILITY AND PURCHASER'S EXCLUSIVE REMEDIES AS TO PATENT INFRINGEMENT.

10. Ownership of Proprietary Materials. Seller shall have and retain all intellectual property rightsin all Products, tooling and associated materials, furnished by Seller in connection with orpursuant to this Contract , including, without limitation, patents, utility models, design rights (andany pending applications), trademarks, copyrights, technical, business, economic or know-howinformation, trade secrets, confidential proprietary information, inventions, data, formulae,material compositions, drawings, specifications, and any right related thereto (whether or notpatentable) that is not generally available to the public (“Proprietary Materials”). No ProprietaryMaterials created by Seller in connection with or pursuant to this Contract shall be considered“works made for hire” as that term is used in connection with the U.S. Copyright Act. To the extentthat Purchaser owns any rights in such Proprietary Materials, Purchaser herebyirrevocably assigns to Seller all rights, title, and interest, including all intellectual propertyrights, in and to such Proprietary Materials.

11. Tooling. Tools purchased and fully paid for by Purchaser (if any) shall be the property ofPurchaser with the exception of any of Seller’s Proprietary Materials contained in or part of suchtooling, which shall remain the property of Seller. Tools partially paid for by Purchaser (if any)shall remain the property of Seller.

12. Technical Advice. Any technical advice furnished by Seller to Purchaser before or after deliveryof the Products is gratuitous and without charge on the basis that it represents Seller’s good faithjudgment under the circumstances but that it is not a representation or warranty of Seller and isto be used at Purchaser’s sole risk.

13. Compliance with Law. The parties shall comply with all applicable federal, state, local andforeign laws, orders, rules, regulations, and ordinances. Purchaser agrees that it is solelyresponsible for required compliance with the import and export laws and regulations of anyjurisdiction or country that may be applicable.

14. Confidentiality. If the parties have entered into a Confidentiality or Non-Disclosure Agreement(“NDA”), the terms and conditions of the NDA shall apply and control for confidentialityobligations between the parties. In connection with this Contract, Purchaser may have accessto Seller’s confidential information, including, without limitation inventions, developments, knowhow, specifications, business plans, results of testing, systems, financial information, productinformation, methods of operation, customer information, supplier information and compilationsof data (“Seller’s Confidential Information”). Purchaser shall use Seller’s Confidential Informationonly for the purposes contemplated under this Contract and shall not disclose it to third parties.Purchaser shall maintain the confidentiality of Seller’s Confidential Information in the samemanner, but in no event less than the manner, in which it protects its own confidential information.Purchaser is permitted to disclose Seller’s Confidential Information to its employees andauthorized subcontractors on a need-to-know basis only, provided that such employees andauthorized subcontractors have written confidentiality obligations to Purchaser no less stringentthan the confidentiality obligations under this Paragraph and which includes protection forSeller’s confidential information. Upon termination of this Contract, Purchaser shall returnSeller’s Confidential Information and shall not use Seller’s Confidential Information forPurchaser’s own, or any third party’s benefit. Purchaser’s confidentiality obligations shall survivetermination of this Contract. In order to assure that Seller is able to obtain the full benefit of the restrictions set forth in this Paragraph, Seller shall be entitled to injunctive relief, including, but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an inadequate remedy at law and without the necessity of posting a bond or other security.

15. Contract Work. Purchaser and Seller are independent contractors and nothing in this Contractmakes either party the agent or legal representative of the other party for any purpose. Neitherparty has authority to assume or to create any obligation on behalf of the other party.

16. Termination by Seller. In addition to any other rights of Seller to terminate this Contract orsuspend performance under this Contract, Seller may, upon written notice to Purchaser, immediately terminate all or any part of this Contract or suspend performance under this Contract, without any liability to Purchaser if Purchaser: (a) repudiates, breaches, or threatens to breach any of the terms of this Contract; (b) fails to accept or threatens not to accept Products in accordance with this Contract, (c) fails to make timely payment; or (d) declares or threatens insolvency or bankruptcy. Upon termination of this Contract by Seller, Seller shall be relieved of any further obligation to Purchaser, and Purchaser shall: (1) be liable to Seller for the immediate payment of amounts then billed to date by Seller to Purchaser; (2) buy and pay Seller immediately for all uniqueraw materials, work in process and finished goods under this Contract; (3) reimburse Seller for any unreimbursed and unamortized research and development costs, capital equipment, and suppliest hat are unique to the Products; and (4) immediately reimburse Seller for all preparation and other expenses incurred by Seller or its subcontractors in connection with this Contract and for all other losses or costs arising from termination, including without limitation attorneys’ fees.

17. Termination by Purchaser. If Seller fails to perform any obligation under this Contract (except for breach of warranty, Purchaser’s exclusive remedies therefor being described in Paragraph 6) and, if the non-performance can be cured and Seller fails to cure the non-performance within thirty (30) business days after written notice from Purchaser, Purchaser may terminate thisContract upon giving written notice to Seller not less than ninety (90) days prior to shipment. In the event that Purchaser cancels this Contract, or any purchase order under this Contract, as aresult of Seller’s breach of this Contract, Seller shall be relieved of any further obligation toPurchaser, and Purchaser shall: (a) pay all amounts then due, (b) purchase and pay Seller immediately for all unique raw materials, work in process and finished goods under this Contract, and (c) reimburse Seller for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products.

18. Force Majeure. Neither party shall be liable if its performance is delayed or made impossible orcommercially impracticable due to force majeure, war, riot, pandemic, accident, fire, floods, hurricanes, tornados, labor trouble, unavailability of materials or components, delays or defaults by suppliers, subcontractors or carriers, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, acts of government, unforeseen circumstances, or causes beyond such party’s reasonable control.

19. Governing Law, Jurisdiction and Venue. This Contract shall be governed by, and construed inaccordance with, the laws of the State of Ohio, without giving effect to any choice or conflict of law,rules, or provisions (whether of the State of Ohio or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Ohio. The Convention on Contractsfor the International Sale of Goods is expressly excluded and shall not be applicable. Subject tothe provisions of Dispute Resolution below, each party irrevocably submits to the jurisdiction of astate or United States District Court in the State of Ohio and hereby waives, to the fullest extent itmay effectively do so, the defense of an inconvenient forum to the maintenance of such action orproceeding.

20. Dispute Resolution. In the event of any dispute or disagreement between Seller and Purchaserarising out of or relating to this Contract (a “Dispute”), such Dispute, upon the written request ofSeller or Purchaser, shall be referred to the appropriate company officers of each party or theirrespective designees. The company officers or their respective designees will promptly meet ingood faith to resolve the Dispute and if they do not agree upon a resolution within thirty (30) calendar days after the reference of the Dispute to them, then such Dispute, upon written notice from one party to the other of its intent to arbitrate (an “Arbitration Notice”), shall be submitted toand settled exclusively by final and binding arbitration in lieu of any judicial proceeding; provided,however, that nothing contained in this Paragraph shall preclude any party from seeking orobtaining injunctive, equitable, or other judicial relief from a court with jurisdiction, to specificallyenforce the provisions of this Contract or to preserve the status quo. Arbitration shall be conductedby the American Arbitration Association in Cleveland, Ohio before a single arbitrator inaccordance with the Commercial Arbitration Rules of the American Arbitration Associationexisting at the date of submission of the Dispute to arbitration. Any arbitration award shall bebinding and enforceable against Seller and Purchaser and judgment may be entered thereon inany court of competent jurisdiction. Notwithstanding the forgoing, any Dispute relating to or arising out of, in whole or in part, any breach of Purchaser’s obligations of confidentiality hereunder or for the misuse or infringement of Seller’s intellectual property rights by Purchaser shall not besubject to binding arbitration under this Contract. Should either Seller or Purchaser initiatelitigation, or submit an Arbitration Notice, with respect to this Contract, the prevailing party in anysuch proceedings shall be entitled to receive from the other party all costs and expenses,including reasonable attorneys’ fees, incurred by the prevailing party in connection with suchproceeding.

21. Assignment, Waiver, Entire Agreement, Severability. Purchaser may not assign or delegateany of its rights or obligations under this Contract without prior written consent from Seller. Sellermay, at its option, terminate this Contract upon giving at least sixty (60) days written notice toPurchaser, without any liability to Purchaser, if there is a change of control of Purchaser. Sellermay assign its rights and obligations under this Contract at any time, without Purchaser’s priorwritten consent. The failure of either party to enforce any right or remedy provided in this Contractor by law on a particular occasion will not be deemed a waiver of that right or remedy on asubsequent occasion or a waiver of any other right or remedy. The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of this Contract. This Contract may not be modified unless in writing and signed by authorizedrepresentatives of both parties. Any provision found invalid or unenforceable will not affect thevalidity or enforceability of any other provision and the invalid provision may be judicially modifiedto the extent enforceable.

22. Definitions. Capitalized terms used in these Standard Terms and Conditions of Sale shall have the following meanings:(i) “Purchaser” means Seller’s customer.(ii) “Purchaser Documents” means Purchaser’s Request for Quotation, Request for Proposal,Purchase Order, Purchase Agreement, any documents, or communications, in any form or medium, pertaining to Purchaser’s purchase of Products from Seller and all Purchaser websites(including without limitation all documents, terms, conditions and information on all such websites).(iii) “Goods” shall have the meaning described in the Ohio Uniform Commercial Code.

(iv) “Losses” means any and all losses, liabilities, damages, costs, deficiencies, judgments, and expenses (including without limitation reasonable legal expenses and costs).(v) “Products” means Goods sold by Seller.(vi) “Seller” means Angst+Pfister North America Inc., an Ohio corporation, or its affiliates as applicable.(vii) “Seller Documents” means Seller’s Quotation, acknowledgement or acceptance of a purchase order, Invoice, all other Seller documents, or communications, in any form or medium, pertaining to Seller’s sale of Products to Purchaser and all Seller websites (including without limitation all documents, terms, conditions and information on all such websites).