ARC Manufacturing AG
General Terms and Conditions for Sale

These general terms and conditions of sale (the "GTCS") apply to the contractual relationship between ARC Manufacturing AG (CHE-460.691.591), a company incorporated under the laws of Switzerland, having its registered office at Industriestrasse 6, 6930 Wattwil (SG), Switzerland ("ARC”) and its customers (each, a "Customer"; ARC and the Customer, collectively, the "Parties", and each, individually, a "Party").

These GTCS apply in conjunction with the specific Purchase Order(s) placed by the Customer and approved in writing by ARC, including its/their appendix(es) and schedules (each, a "Purchase Order"), which together constitute the Contract of sale between the Parties (the "Contract"). In the event of any conflict or discrepancy between the Purchase Order, its appendices and schedules, and these GTCS, such documents shall prevail in the following descending order of priority:

• the order form;
• the Liability Release Waiver form;
• the appendices and/or drawings of the order form (to the exclusion of any other condition, in particular the Customer's general terms and conditions); and these GTCS.

Unless specifically agreed otherwise in writing between the Parties, these GTCS apply exclusively, and all other terms and conditions, in particular the Customer's terms and conditions, are excluded and do not apply.

ARC reserves the right to modify these GTCS at any time. ARC will inform the Customer of such modifications by any appropriate means, including by e-mail or by publishing the modified GTCS on the ARC website. The Customer is obliged to check the ARC website regularly. If ARC does not receive a written objection within 30 (thirty) calendar days of the Customer's notification, the amended GTCS shall be deemed to have been unconditionally approved by the Customer.

ARC supplies the products and/or services described in a Purchase Order (collectively, the "Work" or "Goods").

ARC will carry out the Work and deliver the Goods in accordance with the relevant Purchase Order.

ARC's cost estimates, offers and/or quotations are provided for information purposes only and are not binding on ARC. Upon receipt of a Purchase Order from the Customer, ARC issues a confirmation order which regulates the conditions of the contractual relationship. The order is not considered accepted until the confirmation order has been received.

Any oral agreement or commitment requires written confirmation from ARC to become effective. ARC offers are valid for thirty (30) calendar days.

If the Customer wishes to change the terms of the Work and/or Goods under a Purchas Order, it must provide ARC with a change order proposal detailing such changes (each, a "Change Order").

Any Change Order placed by the Customer is only valid after written approval by ARC. Such approved change order shall serve as an amendment to the Purchase Order and shall form an integral part of the Contract. The conditions of the order, other than those modified by the Change Order, apply unchanged.

Orders accepted by ARC may only be cancelled by the Customer with the prior written consent of ARC. In the event of a valid cancellation, ARC will cease Work and retain for the Customer all completed or partially completed items and Work in progress, and the Customer will pay ARC for all Work and materials that have been incurred and/or identified in the Customer's Purchase Order, plus a 10% cancellation fee.

The price of the Work and/or Goods is indicated on the corresponding order form (the "Price").

Prices quoted or indicated by ARC are in Swiss francs (CHF), United Stated Dollars (USD) and "Ex Works" ("EXW", Incoterms 2021). Unless otherwise agreed by the parties, prices are estimated or indicated net, excluding in particular value-added tax (VAT), delivery Work, delivery charges, packaging charges, insurance charges, express service charges and customs duties, where applicable. These costs are to be borne by the customer and will be invoiced upon delivery of the Work and/or Goods.

With ARC's prior written agreement, other conditions, such as insurance, may be considered, provided the Customer incurs additional costs.

Unless otherwise agreed in writing, 100% of the price shall be paid by the Customer within 30 (thirty) days of the date of the invoice issued by ARC.

If the Customer is in arrears with one or more invoices, ARC will charge interest on arrears at a rate of 1.5% per month, starting 30 (thirty) calendar days after the invoice date.

The Purchase Order and its appendices and/or schedules define the date and place of delivery/performance of the products and/or services forming part of the Work and/or Goods.

Unless the Parties agree otherwise in writing, the agreed delivery date is the date on which the Work and/or Goods leave ARC's premises. The delivery deadline is deemed to have been met when ARC hands over the Work and/or Goods concerned to the Customer or carrier on the agreed date.

If the Work and/or Goods include the supply of technical and/or quality documentation, this documentation forms an integral part of the Work and/or Goods.

If ARC is unable to meet a delivery deadline for any reason other than ARC's intentional fault (e.g. obligation to cooperate not fulfilled by the Customer or fault of a third party), the delivery deadline will be appropriately extended and ARC will not be liable for any loss or damage suffered by the Customer.

ARC declines all responsibility in the event of late delivery by a carrier.

When ARC's Work and/or products are integrated by the Customer into his own products, ARC provides ICDs (Interface Control Drawings), to ensure that the manufactured products will fit the external interface points in accordance with the Customer's specifications. This task should be considered as part of ARC's services.

The Customer undertakes to provide ARC with the technical data necessary for the execution of the tasks in the order and to agree on such data before ARC can begin manufacturing the Work and/or Goods ordered. Failure to provide the requested data on time and in a complete and correct form will have a direct impact on ARC's ability to meet any agreed delivery date. Such a situation would release ARC from compliance with this initial delivery deadline.

ARC is not responsible for any incorrect, contradictory or incomplete data supplied by the Customer; the consequences arising therefrom shall be borne by the Customer. Furthermore, ARC is not responsible for checking the accuracy, completeness and absence of contradictions between the drawings, technical data and information provided.

The transfer of ownership and risk of the products forming part of the Work and/or Goods to the Customer takes place on delivery of these products to the place of delivery defined in the order form.

If delivery is delayed by more than 30 (thirty) calendar days at the Customer's request, ARC is entitled to fair compensation for storage of the Goods.

The Customer shall bear the risks associated with the Work and/or Goods in the event of delay, even if the Work and/or Goods are stored by ARC.

All Goods delivered by ARC remain the property of ARC until full payment has been received.

The Customer is obliged to ensure, at its own expense, adequate storage of the Goods and to protect them against fire, theft, flooding or other risks, as long as ARC holds title to the Goods.

All tools or instruments, standard or custom, manufactured for the production of ARC products remain the exclusive property of ARC. This applies even if the Customer has paid for part or all of these tools or instruments.

ARC reserves the right to use the services of subcontractors to carry out the Work and/or supply the Goods.

ARC is entitled to assign its rights and obligations under the Contract to one of its affiliated companies.

The Customer may not assign or transfer, in whole or in part, or delegate any or all of its respective rights or obligations hereunder and/or under the Contract without the prior written consent of ARC. Any assignment, transfer or delegation made without such agreement is null and void.

The Customer is obliged to carry out a full and careful inspection of the Work and/or Goods upon receipt and to notify ARC in writing of any defects, damage, missing items or problems without delay, but within 7 (seven) days of receipt of the Work and/or Goods supplied by ARC. If no written notification is sent to ARC, the Work and/or Goods shall be deemed to have been accepted

In the event that the Customer notifies a defect or problem in accordance with article 13.1, ARC will determine the actions to be taken to remedy the problem. No product will be returned without the authorization of ARC.

Minor variations in materials, surface and colour, which are due to the nature of the manufacturing process and do not affect the capabilities of the Work and/or Goods, do not entitle the Customer to make claims and are not considered defects. Work and/or Goods purchased on a weight basis are subject to the usual quantity variations recognized by industry practice. If in doubt about minor variations, the Customer should contact ARC for further explanation.

All costs and damages incurred by ARC as a result of inspections or refusals carried out under these provisions shall be borne by the Customer.

ARC warrants to the Customer that its Work conforms to the specifications on the order form and has been carried out with due care and diligence. If an ordered product has a limited shelf life, the material must be identified on each container with the applicable specification, batch number, date of manufacture and expiry date.

The foregoing warranty is ARC's only warranty with respect to these products. All other warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose or warranty claims derived from information contained in catalogs, brochures or other written or oral statements, are hereby disclaimed. ARC's liability for breach of warranty is limited solely to the replacement of defective Work and/or Goods, which must be returned to ARC's factory, transportation costs paid by the Customer; failure to notify a warranty claim and provide an accurate description of the type of defect within 15 (fifteen) calendar days from the date of delivery shall constitute a waiver by the Customer of all claims with respect to such Goods. The foregoing constitutes the Customer's sole remedy and ARC's sole liability under this warranty.

The warranty period is twelve (12) months from the date of delivery.

ARC warrants Work and/or Goods only for the purpose for which they are intended. ARC assumes that qualified and trained personnel will use its Work and/or Goods. ARC accepts no liability for production data and orders received if these are due to incomplete, incorrect or concealed data. No guarantee is given in cases where the points mentioned in this clause 14.4 are not complied with.

Defects resulting from assembly after delivery, insufficient installation, non-compliance with installation instructions and operating conditions, excessive use of parts beyond the performance recommended by ARC, negligent or improper treatment or use of unsuitable operating materials are excluded from the warranty. ARC is not liable for damage caused by the actions of third parties. Furthermore, the warranty shall lapse immediately if the Customer himself or a third party not authorized by ARC repairs the delivered items without the written consent of ARC.

The discovery of a defect does not release the Customer from his obligation to pay. Furthermore, if the Customer has established a defect, he may not dispose of the Goods without ARC's express consent.

Under no circumstances does the warranty extend beyond the net value of the item delivered. Prototype products are not covered by any warranty.

Liability

ARC is only liable for breaches of Contract caused by intent or gross negligence. The liability of vicarious agents is expressly excluded.

The Customer agrees to hold ARC harmless from and against any and all claims, demands, liabilities, costs, expenses or judgments resulting in whole or in part, directly or indirectly, from the negligence or carelessness of the Customer or its customers, agents, employees or invitees with respect to the use of the Work and/or Goods supplied by ARC.

Indemnification includes all costs, attorneys' fees and other expenses paid or incurred by ARC or imposed on ARC in the defence of such claim.

Any concept, discovery, invention, development, research, technology, intellectual Work, trade secret, software, firmware, content, material, tool, process, technique, know-how, data, plan, device, apparatus, specification, design, prototype, circuit, schematic, algorithm, program, code, documentation, catalogues, brochures, illustrations or other material or information, tangible or intangible, whether patented, developed, owned or otherwise protected (collectively "IP"), which has been created, discovered, developed, owned or controlled by ARC shall at all times remain the property of ARC.

The Customer treats all intellectual property as Confidential Information (as defined below).

ARC owns the intellectual property of its manufacturing processes and drawings. ARC reserves the right to reproduce its own drawings. Unless otherwise stated herein or in the Contract, nothing herein or in the Contract, nor the delivery of a product by ARC or the provision of a service by ARC, shall be deemed to grant the Customer any rights or licenses to ARC's intellectual property rights.

The Customer shall hold ARC harmless and fully indemnify ARC from and against all losses, damages, liabilities, actions, suits, claims, proceedings, demands, costs and expenses which may result or be incurred by reason of any infringement, violation, alleged infringement or alleged violation of any patent, design, trademark, name, copyright or other protected right of any third party with respect to the Work and/or Goods sold hereunder and any other plant, machine, tool, merchandise, process, Work, material, thought or method used or supplied by or on behalf of the Customer.

The Customer shall not assert or transfer to any third party the right to assert against ARC or ARC's customers any intellectual property rights which the Customer owns or may own and which are applicable to the Work and/or Goods used or supplied in connection with the order.

ARC is not liable for incorrect, contradictory or incomplete information provided by the Customer; all consequences arising from the foregoing shall be borne by the Customer.

“Confidential Information" means and includes all proprietary and/or non-public information and materials disclosed by ARC to the Customer, or otherwise received or obtained by the Customer, in contemplation of or in connection with the Contract, whether technical, commercial, financial or otherwise (in oral, written or other form), and including all documents in any form or at any stage of development, as well as any other subject matter, material or information considered to be proprietary or confidential, financial or otherwise (whether in oral, written or other form), including in any form or at any stage of development, and any other subject matter, material or information considered to be proprietary or confidential and/or entitled to protection under any law providing for or creating intellectual property rights. Information and material will be considered confidential regardless of the form or manner in which it is disclosed or whether it is marked "confidential" or similar. Confidential Information includes information generated on the basis of Confidential Information.

Confidential Information does not include information which the Customer can prove: (a) was discovered or created by the Customer or was in the Customer's possession prior to receipt from ARC; (b) is or becomes publicly available through no fault of the Customer; (c) is received by the Customer in good faith from a third party who owes no duty of confidentiality to ARC; (d) is required to be disclosed by law or legal process (in which case the Customer must immediately notify ARC to enable it to disclose the Confidential Information) ; (d) is required by law or legal process to be disclosed (in which case the Customer must immediately notify ARC to give it the opportunity to object to such disclosure); or (e) is independently developed by the Customer without the use or benefit of Confidential Information, as evidenced by written documentation. The onus is on the Customer to prove that the information or material falls within one of the above exclusions.

The Customer will maintain the secrecy and confidentiality of confidential information received from ARC under the Contract. The Customer will (i) not disclose ARC's Confidential Information to any third party without ARC's prior written consent, (ii) use ARC's Confidential Information only for the purposes of the Contract and as provided in the Contract and (iii) not copy or reverse engineer, reverse compile or attempt to derive the composition or underlying code or other information from any of ARC's Confidential Information. The Customer will not remove any confidentiality, proprietary or similar marks from the Confidential Information. The Customer also agrees to adopt measures reasonable under the circumstances to protect the secrecy and confidentiality of the Confidential Information.

The Customer is responsible for compliance with the terms of the Agreement by its respective employees and agents. The Customer represents and warrants that it has entered into or will enter into such agreements with such employees and agents as are necessary to fulfil its respective confidentiality obligations hereunder.

Upon expiration or termination of the Agreement for any reason, or upon the advance request of ARC, the Customer shall, at the option of ARC, return or destroy all originals and copies of ARC's Confidential Information or, in the case of Confidential Information stored on electronic, magnetic or digital media, erase or render illegible all material provided (including, without limitation, working papers containing Confidential Information or excerpts therefrom) that contains Confidential Information.

The confidentiality obligations hereunder shall survive indefinitely the termination or cancellation of the Contract for any reason whatsoever.

Any specific non-disclosure agreement entered into by and between the Parties shall apply and remain unaffected.

The Customer warrants that it has obtained and will hold at all times all permits or authorizations required for the use of the Work and/or Goods (if applicable). In this respect, the Customer will comply with all applicable laws, regulations, codes and standards.

If implementation of the Contract is subject to export or import licenses/approvals, the Customer must obtain all such licenses/approvals in good time for all deliverables concerned and must prepare and submit the corresponding documentation and carry out all formalities necessary for this purpose.

Unless otherwise agreed in the Purchase Order, any notification or communication under the Contract shall be in writing (including by e-mail) and shall either be delivered personally, sent by registered mail, or sent by e-mail (with a copy to be forwarded by registered mail), to the addresses of the Parties indicated in the Purchase Order.

The Customer is at all times an independent contractor and not an agent, partner or joint venturer of ARC, and nothing in the Contract shall be deemed to create an agency, partnership or joint venture relationship between the Parties. The Parties and their respective representatives have no authority to bind or commit the other Party to any obligation or agreement, nor to speak for, represent or obligate the other Party in any way.

ARC shall not be in default by reason of any delay in performance or failure to perform any of its obligations hereunder or under the Contract if such delay or failure is caused by strikes, labor disputes, embargoes, epidemics, quarantine restrictions, natural disasters, exceptionally severe weather conditions, floods, earthquakes, fires, explosions, power surges, acts of God or the public enemy, wars, civil unrest, riots, acts or threats of terrorism, transportation problems, communication network breakdowns, etc., import, export and transit restrictions, foreign exchange restrictions on international payments, shortages of raw materials and energy, stoppage of operations of other events or other events resulting from circumstances beyond ARC's reasonable control (including, without limitation, delays caused by governmental priorities or regulations, delays in obtaining export approval, or revocation of such approval), as well as other force majeure events commonly recognized by applicable law ("Force Majeure"). For the duration of any such Force Majeure, ARC shall take all reasonable steps to fulfil its obligations hereunder and/or under the Agreement by other means and, in any event, shall promptly resume its obligations hereunder and/or under the Agreement as soon as the Force Majeure has ceased.

ARC's failure to exercise or delay in exercising any of its rights does not constitute a waiver of such rights and does not relieve the Customer of its obligations.

The single or partial exercise of any right, power, privilege or remedy by ARC shall not preclude the subsequent exercise or exercise of any other right or remedy.

ARC's rights, powers and remedies under these GTCS are cumulative and are not exclusive of any rights, powers or remedies provided by law or otherwise.

The Parties agree that if any part of the Contract and/or Purchase Order is held to be invalid, void, unenforceable or illegal under any statute or rule of law relating thereto in any jurisdiction, the legality, validity and enforceability of the remainder of the Contract and/or Purchase Order in such jurisdiction shall not be affected thereby, and the legality, validity and enforceability of these GTCS shall not be affected in any other jurisdiction.

Each Party undertakes to process personal data with due diligence in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) and applicable Swiss laws, including the Swiss Federal Act on Data Protection.

Applicable law and settlement of disputes

These GTCS and the Contract shall be governed by, interpreted and construed in accordance with Swiss substantive law, without regard to principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Any dispute, controversy or claim arising out of or in connection with these GTCS and/or the Contract, including the validity, invalidity, breach or termination thereof, shall be subject to the exclusive jurisdiction of the courts of St. Gallen, Switzerland.