General Terms of Sale and Delivery of Sun-Disc B.V. and Sun-Disc USA B.V.

General Terms of Sale and Delivery of Sun-Disc B.V. and Sun-Disc USA B.V. located in Velp, 6883 JP, Florijnweg 16, the Netherlands.

These General Terms are filed with the Chamber of Commerce for Central Gelderland under the number 08140560 and under the number 08158333.

Article 1: Definitions

In these General Terms of Sale and Delivery, the following definitions will apply:

“Sundisc Abrasives”:

The limited liability companies Sun-Disc B.V. and Sun-Disc USA B.V. and all companies allied to them now and in the future, including Sun-Disc International B.V. and Sun-Disc Holding B.V.

“Customer”:

Any person or legal entity that has concluded or wishes to conclude a contract with Sundisc Abrasives.

“Terms”:

The present General Terms of Sale and Delivery of Sundisc Abrasives.

Where applicable in these Terms, "Goods" are to be understood as including "services".

Article 2: General

2.1 These Terms apply to all offers made by Sundisc Abrasives, all contracts concluded with Sundisc Abrasives along with the performance of said contracts, as well as any ensuing agreements between Sundisc Abrasives and the Customer. By placing an order, the Customer accepts the applicability of these Terms.

2.2 Deviations from these Terms can only occur by written agreement.

2.3 The Customer’s General Terms are explicitly refused, unless they are explicitly accepted by Sundisc Abrasives in writing.

2.4 Insofar as these General Terms are also composed in a language other than Dutch, the Dutch text is decisive in all disputes.

Article 3: Offer

3.1 All offers by Sundisc Abrasives are non-binding and without obligation, and they remain valid for a period of 30 days unless explicitly indicated otherwise. Where applicable, they are based on information that the Customer provides.

3.3 Sundisc Abrasives is entitled to revoke an offer within two days of its acceptance, as a result of which the Contract is regarded as not having been concluded or to be in effect.

3.3 Price lists, samples, brochures and other data provided with an offer are reported and represented as accurately as possible, but serve only as indications and are therefore not binding.

Article 4: Price

4.1 The prices reported by Sundisc Abrasives will be in euros or in another specifically indicated currency, not including VAT and other governmental charges on the sale and delivery, not including packaging and packing costs, and not including any transport costs that might apply to the particular order in accordance with the Incoterms valid on the date of the offer, except to the extent that the present Terms indicate otherwise. If prices are agreed in a currency other then the euro, they will be based on the euro exchange rate valid on the date of delivery.

4.2 For deliveries of orders with a net order value of less than € 250, a surcharge will be levied for administration costs.

4.3 If, after the effective date of the contract but before delivery, one or more of the cost-price factors or transport costs are subject to an increase or an increase occurs in the import or export duties or other duties or charges, or an increase in the exchange rate of the euro or another agreed currency in relation to the different currency in which Sundisc Abrasives bought the Goods (even if this occurs as a consequence of foreseeable circumstances), Sundisc Abrasives will be entitled to increase the agreed price accordingly.

4.4 Especially laborious texts, unclear copy or drawings, deficient manners of delivery subjecting Sundisc Abrasives to additional work or costs than contractually agreed, will be grounds for increasing the agreed price. Additionally, extraordinary or not reasonably foreseeable processing difficulties stemming from the nature of the processed materials and products will constitute grounds for increasing the agreed price.

4.5. If the Customer requests other information and/or advice than that provided in a standard offer, or else further specification, Sundisc Abrasives will be entitled to charge the Customer for the costs of this extra work if this offer does not lead to an order.

Article 5: Agreement

5.1 Contracts are deemed to be concluded on the date that they are signed by Sundisc Abrasives, on the date that Sundisc Abrasives sends a written order confirmation, or on the date that Sundisc Abrasives actually begins to fulfil the placed order.

5.2 Verbal promises by and arrangements with employees of Sundisc Abrasives or made on their behalf by their agents or other representatives working for them will only bind Sundisc Abrasives if and to the extent that Sundisc Abrasives confirms them in writing.

5.3 All recommendations, calculations, statements or reports by Sundisc Abrasives concerning the capacities and results of the Goods to be delivered are entirely without obligation and provided by Sundisc Abrasives in the manner of non-binding information.

Article 6: Delivery, transport

6.1 The terms of delivery will be agreed separately for each transaction. All terms of delivery will comply with the Incoterms valid on the date of the offer.

6.2 If transport is the responsibility of Sundisc Abrasives, the manner of transport, shipment, packaging, etc. will be determined by Sundisc Abrasives unless other instruction is provided by the Customer. Any specific requests from the Customer concerning the transport/shipment will only be complied with if the Customer agrees to pay the additional costs.

6.3 Delivery periods will be established separately for each transaction. The delivery period will begin on the date that the Contract is concluded as stated in Article 5.1. or on the date that Sundisc Abrasives receives the specific packaging, tags, labels and other necessary documents required to fulfil the order, if this is later.

6.4 Although the indicated delivery times will be as far as possible complied with, these delivery times will only be approximate and can never be regarded as a deadline. Sundisc Abrasives will not be in default with regard to the delivery time until after it has been given written notice of default by the Customer, having provided Sundisc Abrasives with a further opportunity to make delivery within a reasonable period and Sundisc Abrasives having not succeeded in taking advantage of this opportunity.

An exceeding of the delivery time for any cause whatsoever does not entitle the Customer to carry out work or have it carried out in fulfilment of the Contract, unless done so under judicial authorisation.

6.5 Sundisc Abrasives is not liable for damage or loss as a result of failure to deliver on time if and to the extent that this failure is attributable to circumstances that are not for the account and risk of Sundisc Abrasives, including the failure of suppliers to deliver or to deliver on time.

6.6 Sundisc Abrasives is entitled to deliver in instalments. If Goods are delivered in instalments, Sundisc Abrasives will be entitled to invoice each instalment separately and to demand payment for partial deliveries before making the remaining ones.

6.7 The delivered amount may vary as a result of variation in production. If the delivered amount differs less than 10% from that indicated in the Contract, the Customer will nevertheless be obliged to accept the delivery. The above cannot be any grounds for complaint.

Minor discrepancies from the usual tolerances and/or from the dimensions, capacities and/or results of the Goods manufactured/delivered by Sundisc Abrasives that have been explicitly agreed by the Parties will not provide the Customer with any grounds for dissolution of the Contract, claim or compensation.

6.8 The Customer is responsible for the dimensions and quantities that it provides.

6.9 If the Customer refuses to immediately take receipt of the Goods offered it, all the resulting costs (including transport and storage costs) are payable by the Customer without prejudice to the Customer's obligation to pay the invoice amount for the delivered Goods.

6.10 Failure by the Customer to fully or promptly fulfil any payment obligation suspends the delivery obligation of Sundisc Abrasives.

Article 7: Payment

7.1 Unless explicitly agreed in writing, payment must occur within 30 days of the invoice date without any adjustment, postponement, deduction or discount being permissible, unless the invoice states otherwise. Contrary to the provisions in this Article, Sundisc Abrasives will be entitled to demand full or partial advanced payment from the Customer.

7.2 Bank charges and other costs involving payments from outside the Netherlands will be borne by the Customer.

7.3 Sundisc Abrasives may at all times require security from the Customer for the proper and prompt fulfilment of its payment and other obligations. Refusal by the Customer to provide the required security will entitle Sundisc Abrasives to suspend its obligations and ultimately to fully or partly dissolve the Contract without notice of default or judicial intervention and without prejudice to its right to compensation for any damage or loss it might have suffered.

7.4 If the Customer does not pay within the agreed period, the Customer will be deemed to be legally in default and subject to interest charged by Sundisc Abrasives from the due date without any notice of default. This interest amounts to 2% per calendar month (or any part of a month), or the legal interest for commercial transactions if the latter is higher. In addition, Sundisc Abrasives may at all times charge the Customer for all legal and extra-legal costs of collecting the amount receivable. Extra-legal costs will be based on the rates set by the Netherlands Bar Association (Nederlandse Orde van Advocaten), with a minimum of € 250.

Article 8: Liability

8.1 Insofar as liability is not excluded, the liability of Sundisc Abrasives for damages is at all times limited to no more than the amount that Sundisc Abrasives receives from is liability insurer.

8.2 Except for the legal liability based on legally enforceable regulations and except in the case of deliberate wrongdoing or gross negligence, Sundisc Abrasives is never required to pay compensation for any direct or indirect damage, subsequent damage, delayed damage, or loss of turnover and profit

8.3 Sundisc Abrasives is therefore not liable for:

- violation of patents, licences or other third-party rights resulting from misuse of the data provided by or on behalf of the Customer.

- damage or loss, for any cause whatsoever, of the raw materials, semi-manufactured products, models, tools and other items made available by the Customer.

8.4 The Customer is required to indemnify or compensate Sundisc Abrasives for all third-party claims for damages for which the liability of Sundisc Abrasives in the relationship with the Customer is excluded by these Terms.

Article 9: Retention of title

9.1 The title to the Goods delivered by Sundisc Abrasives does not transfer to the Customer until all amounts invoiced by Sundisc Abrasives are paid in full, along with any interest, penalty and costs, as well as all claims that result from deficiencies in the fulfilment of the Customer's obligations stemming from this Contract or any other agreement.

9.2 If the Customer is deficient in performing its payment obligations or in any other manner, or if Sundisc Abrasives has good reason to fear that the Customer will be in default of these obligations, Sundisc Abrasives is authorised to immediately repossess the Goods delivered under retention of title.

9.3 The Customer must store the Goods subject to retention of title separately from other

Goods in order to make it possible for the Goods belonging to Sundisc Abrasives to remain distinct.

9.4 As long as the title to the delivered Goods is retained by Sundisc Abrasives, the Customer may not transfer them outside regular business operations, encumber them, pledge them or place them under the control of a third-party in any other sense. The Customer is however not permitted to transfer the Goods in the context of regular business operations when the Customer is requesting a suspension of payment or if the Customer is declared to be in a state of bankruptcy.

Article 10: Intellectual property

10.1 Sundisc Abrasives reserves all its rights in connection with the intellectual property associated with the delivered Goods.

With regard to the Goods that Sundisc Abrasives sells under its own brand name, the Customer is prohibited from modifying them in whole or in part, or giving them another brand name, or using a particular brand in another manner or registering it in the Customer’s own name.

Article 11: Approval and complaints

11.1 Upon delivery, the Customer should inspect or have an inspection carried out on the purchased Goods. Without prejudice to the provisions of Article 6.7, the Customer should determine if the delivered items comply with the Contract and specifically:

- if the correct Goods were delivered;

- if the delivered Goods correspond to what had been agreed insofar as quantity is concerned (for instance, number and amount);

- if the delivered Goods satisfy the agreed quality requirements or, if no such requirements are stipulated, the requirements that may be imposed for normal use and/or commercial purposes.

If discernible defects and deficiencies are detected, the Customer must report them to Sundisc Abrasives in writing within five (5) days of delivery.

Indiscernible defects need to be reported to Sundisc Abrasives by the Customer immediately after their detection, but no later than fifteen (15) days of delivery.

Even if the Customer promptly makes a claim, the Customer’s payment and acceptance obligations for placed orders will remain in effect.

11.2 After termination of the indicated period, the Customer will be deemed to have approved the delivery and the invoice, and all the Customer’s rights regarding this manner will then expire.

11.3 A complaint must include a description of the defect, and Sundisc Abrasives must, on first demand, be granted the opportunity to investigate the complaint.

The Customer must allow Sundisc Abrasives to have the items in question inspected by an expert or an independent inspection agency.

Depending on the inspection to be arranged, the Customer must keep the items in its possession or, if requested in writing by Sundisc Abrasives, return them to Sundisc Abrasives. The Goods are shipped at the Customer’s risk. The costs of the inspection, including any relevant transport costs, are payable by the Customer unless the complaint proves to be well founded.

11.4 If the Customer has promptly reported a complaint to Sundisc Abrasives and the latter has acknowledged the complaint, Sundisc Abrasives may choose to repair the defect free of charge, replace the defective item and/or re-perform the provided services, or refund a proportional amount of the purchase price.

Article 12: Force majeure

12.1 In these General Terms of Sale and Delivery, force majeure will be understood to be any circumstance beyond the control of Sundisc Abrasives, its suppliers and auxiliaries that permanently or temporarily interferes with the performance of the Contract, even if such circumstance is foreseeable at the time of the Contract’s formation.

12.2 In the case of force majeure, Sundisc Abrasives is authorised, at its discretion and by providing single written notice without any judicial intervention or compulsion to pay damages, to either fully or partly dissolve the Contract, or suspend the Contract until the moment when the situation of force majeure has ended.

12.3 In the case of permanent force majeure, which refers to the case of a situation of force majeure lasting longer than three (3) months, either Party may dissolve the Contract to the extent affected by the force majeure without being subject to damages.

12.4 If Sundisc Abrasives has partially fulfilled or can partially fulfil its obligations at the time that a force majeure arises, it will be entitled to separately invoice the Customer for the part already delivered or deliverable, and the Customer will be required to pay this invoice as if it pertained to a separate Contract.

Article 13: Dissolution and suspension

13.1 If the Customer does not fully, properly or promptly fulfil any of the obligations arising from the Contract concluded with Sundisc Abrasives or if there is some reason to fear such might occur, as well as in the case of suspension of payments, bankruptcy or liquidation of the Customer's business, or else if the Customer dies or, being a company, is dissolved or terminated, or furthermore when a change is made in the Customer’s form of enterprise or in the company management or in the contribution from company activities, Sundisc Abrasives will be entitled without notice of default or judicial intervention to suspend the Contract for a reasonable period or to dissolve the Contract without any obligation to pay damages.

13.2 The amount owing to Sundisc Abrasives for the already completed portion of the Contract as well as the damages resulting from the suspension or dissolution, including loss of profit, will be immediately payable.

Article 14: Disputes and applicable law

14.1 Contracts concluded with Sundisc Abrasives to which these Terms fully or partly apply will be subject to the law of the Netherlands.

14.2 All disputes that may arise from contracts concluded with Sundisc Abrasives or that may stem from agreements ensuing to said contracts or resulting from offers made by Sundisc Abrasives or the advice that it provides will be settled exclusively by the competent court in Arnhem (the Netherlands). Sundisc Abrasives will however be authorised to summon the Customer before another competent court.

Article 15: Changes to the Terms

15.1 Sundisc Abrasives is authorised to make changes to these Terms, which then become effective at the announced date of coming into effect. Sundisc Abrasives will promptly send the revised Terms to the Customer. If no effective date is indicated, the changes become effective for the Customer as soon as the Customer is notified of them.

Article 16: Conflict with legal regulations

16.1 Should any provision in these Terms be inapplicable or in conflict with public order or the law, then only the provision in question will be regarded as unwritten while all other provisions remain fully in effect.

Sundisc Abrasives reserves the right to change the affected provision into a legally valid one.