Rev. Dec. 2022

NOTICE: THE SALE OF ANY PRODUCTS ("PRODUCTS") IS SUBJECT TO AND CONDITIONED UPON ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY PURCHASER ARE OBJECTED TO BY, AND WILL NOT BE BINDING UPON, SELLER, UNLESS SPECIFICALLY ASSENTED TO IN WRITING BY SELLER. UNLESS EXPLICITLY OBJECTED TO BY PURCHASER IN A WRITING RECEIVED BY SELLER WITHIN FIVE (5) DAYS OF RECEIPT, THESE TERMS AND CONDITIONS OF SALE SHALL APPLY WHETHER OR NOT THEY APPLIED TO A PRIOR PURCHASE BY PURCHASER. EACH OF THE TERMS BELOW SHALL APPLY UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING.

1. Offer and Acceptance. The sale of Products by Seller to Purchaser is exclusively governed by the terms and conditions herein, its attachments, and the purchaser order specific (not pre-printed) terms agreed to in writing by the parties relating to prices, quantity, specifications, delivery schedules, and locations (collectively, the “Contract”). Issuance of a purchase order or acceptance of the Products by Purchaser constitutes acceptance of these terms and conditions. Any additional or different terms or modifications to the Contract proposed by Purchaser, whether in a purchase order or otherwise, are expressly rejected by Seller and are not part of the Contract. All orders are subject to final acceptance by Seller and no orders are binding upon Seller until accepted through written acknowledgment by Seller.

2. Price. Prices quoted by Seller are in Canadian Dollars and are set forth in Exhibit 1 attached hereto. Orders are subject to the additional requirements set forth at Exhibit 2 attached hereto. Except where otherwise prohibited by law, prices quoted do not include sales, use, excise, privilege, or any similar tax levied by any government, or freight, transportation, or storage charges, and Purchaser shall pay any such applicable taxes and charges. Seller reserves the right to increase any price upon written notice to Purchaser in the event of increased costs beyond Seller’s reasonable control including, without limitation: (a) energy, labor, tariffs, and raw material costs, (b) modifications to specifications, quantity of ordered Products or Product acceptance criteria requested by Purchaser, or (c) price of goods manufactured by others and re-sold by Seller. Further, prices quoted by Seller are subject to change by Seller at any time prior to Seller’s acceptance of an order (as conditioned in Section 1, above) upon notice to Purchaser.

3. Payment. Payment terms are 1% 10 Days/Net 30 Days from the Seller’s invoice and sums are to be paid in Canadian Dollars, without offset. Overdue payments bear interest at the rate of the higher between (a) 1.5% per month or (b) the maximum rate permitted by law. Purchaser hereby makes a continuing representation and express warranty at the time of each order and delivery hereunder that it is solvent, that it pays its obligations as they come due, and that it is able to pay the purchase price for the Products. Seller may change credit or payment terms at any time if in Seller's reasonable opinion, Purchaser's financial condition, previous payment record, or relationship with Seller merits such change, and Seller shall have the right, among other remedies, including the right of setoff, either to terminate the Contract or to suspend further deliveries under the Contract and/or other agreements with Purchaser in the event Purchaser fails to make any payment when due. Purchaser will be liable for all expenses related to collection of past due amounts, including, without limitation, actual attorneys’ fees. Seller may require full or partial payment in advance of shipment if, in Seller’s opinion, the credit or financial condition of Purchaser is, or is about to become, impaired. If Purchaser requests delayed shipment, Seller may bill for Products when Products are ready for shipment and charge Purchaser reasonable daily storage fees. Seller retains a security interest in Products and tooling delivered to Purchaser until payment in full by Purchaser, and Purchaser agrees to execute documents as may be presented by Seller to perfect this security interest.

4. Shipping and Delivery. Seller will use reasonable efforts to deliver Products on time, but will not be liable for any expenses or damages incurred as a result of late delivery or for delays caused by circumstances beyond Seller’s reasonable control. If Purchaser does not provide routing instructions, Seller will decide the method for routing shipment. All sales of Products are F.O.B. Seller’s shipping point, and title, shipping, and insurance expenses, and risk of loss or damage transfer to, and are assumed by, Purchaser at that point, except as set forth in Exhibit 1 or otherwise agreed to by the Parties in writing. Seller reserves the right to ship, and Purchaser agrees to accept, an underrun or overrun of any quantity up to and including 10% (+/-) of the quantity ordered by Purchaser. If Seller is unable to meet Purchaser’s delivery requirements or timing, Purchaser may cancel the affected order and/or the Contract.

5. Rejections and Returns. Purchaser will be deemed to have inspected and accepted all delivered Products unless written notice of rejection, specifying the basis therefore in reasonable detail, is provided to Seller within five (5) days of delivery. Shortages must be noted on the applicable bill of lading and must be reported within forty-eight (48) hours of receiving shipment in order to be eligible for credit from Seller. Purchaser may not return Products without Seller’s prior written approval in the form of a Return Material Authorization, which must be affixed to the returned Product; unauthorized returns will be refused and returned to Purchaser at its expense. Product may be returned unopened, in its original, unaltered, and undamaged packaging, and in full-case quantities for convenience within three months of shipment for credit in the amount of the net price paid minus a twenty-five percent (25%) restocking charge, provided this section is followed and Product is not custom ordered, discontinued, or damaged, in which case Purchaser shall not be entitled to any credit.

6. Limited Warranty. Seller warrants to Purchaser that: (a) the Products will conform to the applicable specifications provided by Purchaser and agreed to by Seller; and (b) Seller will transfer to Purchaser good title to Products delivered, free of all liens, encumbrances except those created by Purchaser. This warranty will continue for one (1) year from shipment of the Products. THE WARRANTIES AND ANY ASSOCIATED REMEDIES INDICATED HEREIN ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY SELLER OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW, SELLER DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF NON-INFRINGEMENT.

7. Limited Remedy. Any warranty claims by Purchaser (“W Claims”) shall be provided to Seller in writing, specifying in detail the basis for the W Claim. Failure by Purchaser to give such written notice of W Claim within the warranty period shall be deemed an absolute and unconditional waiver of Purchaser’s W Claim. Purchaser’s sole and exclusive remedy for a valid W Claim is either replacement of the Product or a full refund of the price paid by Purchaser for the Product, minus a fifteen percent (15%) restocking fee. These remedies do not include the cost of installation, deinstallation, removal, dismantling, or reinstallation. Purchaser will provide Seller with access to all available warranty data and field returned Products. Purchaser will also provide Seller with an opportunity to participate in root cause analysis performed by Purchaser concerning the Products. Seller shall have no liability to the extent Products are or have been: (a) modified by Purchaser or a third party; (b) modified by Seller at Purchaser’s request, in particular design or specifications which have been provided by Purchaser or Purchaser’s customer; (c) made to design or specifications not provided by Seller; (d) used or installed in a way not known to Seller or operated under conditions not known to Seller; or (e) subject to misuse, abuse or improper storage, installation or maintenance. Products replaced during the warranty period shall be under warranty for the remainder of the original warranty period, or for ninety (90) days, whichever is longer.

8. Indemnity and Limitation of Liability. Each party, as an "Indemnitor," respectively, as the case may be, will defend or settle at its sole expense, any third party product liability claims, demand or suit (“PL Claims”) made against the other party (“Indemnitee") as it concerns damage to tangible property, bodily injury and/or death to the extent caused by the Indemnitor's (a) defective design, (b) manufacturing defect when the product does not meet the agreed specification, (c) inadequate instructions or warnings, or (d) negligent acts, omissions or wilful misconduct, including negligent provision of services. Indemnitee will provide prompt written notice of the PL Claim, all requested information about the PL Claim, reasonable cooperation and assistance, and sole authority to defend or settle the PL Claim. Indemnitor will keep Indemnitee informed of the progress of the PL Claim and will confer with Indemnitee on strategies for the defense and settlement of the PL Claim as may be appropriate.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND EXCEPT FOR BREACH OF OBLIGATIONS OF CONFIDENTIALITY, SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, ARISING FROM, OR RELATING TO, ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT SOLELY ATTRIBUTABLE TO SELLER’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED: (a) ON AN AGGREGATED PL CLAIM BASIS, THE AMOUNT PAID TO SELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY (“THE COMBINED TOTAL”), or (b) 10% OF THE COMBINED TOTAL ON A PER PL CLAIM BASIS. IN THE EVENT PURCHASER REQUIRES SELLER TO USE CERTAIN MANUFACTURERS FOR CERTAIN PARTS OR COMPONENTS, AND TO THE EXTENT ANY SUCH MANUFACTURER, PARTS, OR COMPONENTS DO NOT MEET OR EXCEED SELLER’S QUALITY STANDARDS, PURCHASER’S SOLE AND EXCLUSIVE WARRANTY RELATING TO SUCH PARTS AND COMPONENTS SHALL BE THE WARRANTY, IF ANY, PROVIDED BY SUCH MANUFACTURERS. THE ABOVE LIMITATIONS ON LIABILITY PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT EVEN IF IT IS FOUND THAT PURCHASER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEFECT IN THE DESIGN OF, SPECIFICATIONS FOR, OR USE OF, PRODUCTS, INCLUDING WITHOUT LIMITATION, USES THAT ARE NOT APPROVED BY SELLER OR GOVERNMENTAL AGANCIES, OR USES THAT DO NOT CONFORM TO APPLICABLE WARNINGS AND INSTRUCTIONS OR TO CUSTOMARY AND REASONABLE USE.

9. Recall. In the event of a voluntary or government-mandated offer by Purchaser to its customers to remedy an alleged defect that affects safety or to address an alleged failure of an end product to comply with an applicable safety standard or guideline (a “Recall”), Seller’s liability for costs and damages from a Recall resulting in whole or in part from a failure of the Products to conform to the warranties above will be negotiated on a case-by-case basis, based on (a) a good faith allocation of responsibility for the Recall, (b) the reasonableness of the costs and damages incurred, (c) the quantity purchased and applicable price of the affected Products, and (d) other relevant factors. Seller’s liability under this Section is conditioned upon Purchaser (a) notifying Seller as soon as practicable after Purchaser learns that a potential Recall implicates the Products, (b) providing Seller with available performance evaluations, accident reports, engineering investigations, and other data relating to the potential Recall, (c) providing Seller a reasonable opportunity to participate in inquiries and discussions among Purchaser, its customer and governmental agencies regarding the need for and scope of the Recall, (d) consulting with Seller about the most cost-effective method of modifying or replacing systems or component parts, including the Products, in order to remedy the alleged defect or non-compliance, and (e) at all times maintaining accurate details regarding Products purchased sufficient to allow Seller to determine exactly which Products may be affected by any Recall.

10. Patent Infringement. Seller shall defend or settle, at its sole expense, any third party claim, demand or suit (“P Claim”) against Purchaser alleging that the use of any Product, as authorized by Seller, infringes a U.S. patent, and shall indemnify Purchaser against the losses awarded or assessed against Purchaser in connection with the P Claim, or reached through a negotiated settlement of the P Claim; provided, that (a) the alleged infringement does not arise from Seller’s compliance with specifications or designs furnished by Purchaser; (b) Seller receives prompt written notice of such P Claim and receives exclusive control over the defense and/or settlement of the P Claim; and (c) Purchaser provides Seller with all information available to Purchaser for the defense and cooperates fully with Seller in the defense, and does not take any positions, or make any statements to any third parties, that are adverse to Seller. Further, Seller will have no liability under this section, and Purchaser shall indemnify Seller for any P Claims by third parties against Seller as well as for any related other costs (including actual consultant, attorney, and expert fees), if, and to the extent that, a P Claim of infringement is based on (a) a Product modification made by Purchaser or a third party, or made by Seller at Purchaser’s request, (b) use or interconnection by Purchaser of the Product in combination with other products not made or sourced by Seller, or (c) Products made to design or specifications not provided by Seller, in particular design or specifications which have been provided by Purchaser or Purchaser’s customer. Except for third party P Claims above, and subject to the limitations 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 a license, the replacement of Products with non-infringing goods, the modification of the Products so that they are non-infringing, or the return of the purchase price for the Products, as Seller may elect in its sole discretion. THIS SECTION STATES THE ENTIRE LIABILITY OF SELLER AND PURCHASER’S LIMITED REMEDIES REGARDING PATENT INFRINGEMENT P CLAIMS WITH RESPECT TO THE PRODUCTS.

11. Ownership of Proprietary Materials. Seller will have and retain all intellectual property rights in all Products, tooling, and associated materials, furnished by Seller in connection with or pursuant to the Contract, including, without limitation, patents, utility models, design rights (and any pending applications), trademarks, copyrights, technical, business, economic, or know-how information, trade secrets, confidential proprietary information, inventions, data, formulae, material compositions, drawings, specifications, and any right related thereto (whether or not patentable) that is not generally available to the public (“Proprietary Materials”). Replication in whole or in part of Seller’s Proprietary Materials is strictly forbidden. No Proprietary Materials created by Seller in connection with or pursuant to the Contract shall be considered “works made for hire” as that term is used in connection with the U.S. Copyright Act. To the extent Purchaser owns any rights in such Proprietary Materials, Purchaser hereby irrevocably assigns to Seller all rights, title and interest, including all intellectual property rights, in and to such Proprietary Materials.

12. Tooling. Tools purchased and fully paid for by Purchaser will be the property of Purchaser and may be removed from Seller’s premises upon reasonable notice after termination of the Contract, with the exception of tools containing Seller’s Proprietary Materials. To the extent tools contain Seller’s Proprietary Materials, such tools may not be removed from Seller’s premises and must remain in the custody of Seller unless otherwise mutually agreed to in writing. Tools partially paid for by Purchaser shall remain the property of Seller.

13. Technical / Use Advice. Unless otherwise agreed mutually in writing, any technical advice, or advice concerning the use of Products, furnished by Seller to Purchaser before or after delivery of the Products is provided “as is” and on a gratuitous basis, without charge, and on the basis that it represents Seller’s good faith judgment, but without warranty of any kind, and is accepted at Purchaser’s sole risk.

14. Compliance with Law. The parties will comply with all applicable Canadian, provincial, local, and foreign laws, orders, rules, regulations, and ordinances. If Purchaser exports, re-exports, or imports Products, Purchaser assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations of any applicable jurisdiction or country. Notwithstanding the foregoing, unless otherwise agreed in the Contract, Seller shall not be responsible for regulatory and other legal compliance: (a) outside of Canada, including, without limitation, the European regulation for the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), (b) as to the products made by Purchaser which incorporate the Products, (c) as to any use of Products by Purchaser or Purchaser’s customers other than as covered by the Limited Warranty set our herein above.

15. 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 confidentiality obligations between the parties and are not in any way altered by the Contract. In connection with the Contract, Purchaser may come to have access to Seller’s confidential information, including, without limitation inventions, developments, know how, specifications, business plans, results of testing, systems, financial information, product information, methods of operation, customer information, supplier information, and compilations of data (“Seller’s Confidential Information”). In the event Purchaser comes to have access to Seller’s Confidential Information, Purchaser shall use Seller’s Confidential Information only for the purposes contemplated under the Contract and shall not disclose it to any third parties. Purchaser shall maintain the confidentiality of Seller’s Confidential Information in the same manner, but in no event less than the manner, in which it protects its own confidential information. In the event Purchaser comes to have access to Seller’s Confidential Information, Purchaser is permitted to disclose Seller’s Confidential Information to its employees and authorized subcontractors on a need-to-know basis only, provided that such employees and authorized subcontractors have written confidentiality obligations to Purchaser no less stringent than the confidentiality obligations under this Section or as set forth in any NDA imposing more stringent confidentiality obligations. Upon termination of the Contract, Purchaser shall return Seller’s Confidential Information and shall not use Seller’s Confidential Information for its own, or any third party’s, benefit. Purchaser’s confidentiality obligations shall survive termination of the Contract for so long as Seller’s Confidential Information remains confidential. In order to assure that Seller is able to obtain the full benefit of the restrictions set forth in this Section, 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.

16. Contract Work. Purchaser and Seller are independent contractors, and nothing in the Contract makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or to create any obligation on behalf of the other party. Purchaser assumes full responsibility and exclusive liability for the payment of all contributions, unemployment obligations, payroll taxes, Canadian, provincial, local, and foreign, if applicable, as to all employees engaged in the performance of Purchaser’s work under the Contract.

17. Termination by Seller. In addition to any other rights of Seller to terminate or suspend the Contract, Seller may, upon written notice to Purchaser, immediately terminate or suspend all or any part of the Contract without any liability to Purchaser, (a) if Purchaser (i) repudiates, breaches, or threatens to breach any of the terms of the Contract, (ii) fails to accept, or threatens not to accept, Products in accordance with the Contract, or (iii) fails to make timely payment due under the Contract, or (b) upon the occurrence or threat of insolvency or bankruptcy of Purchaser. Upon termination of the Contract by Seller: (a) Seller shall be relieved of any further obligation to Purchaser; (b) Purchaser shall be liable to Seller for the immediate payment of amounts then billed to date by Seller to Purchaser; (c) Purchaser shall purchase and pay Seller immediately for all unique raw materials, work in process and finished goods under the Contract; (d) Purchaser shall reimburse Seller for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products; and (e) Purchaser shall immediately reimburse Seller for all preparation and other expenses incurred by Seller or its subcontractors in connection with the Contract and for all other losses or costs arising from or relating to such termination, including, without limitation, actual attorneys’ fees.

18. Termination by Purchaser. If Seller fails to perform any material obligation under the Contract, or delivers Product after an agreed upon delivery date without justification, and, if the non-performance can be cured but Seller fails to cure the non-performance within thirty (30) days after written notice from Purchaser, Purchaser may terminate the Contract without further obligation. Otherwise, upon giving written notice to Seller not less than ninety (90) days prior to shipment, Purchaser may cancel any purchase order or scheduled delivery under the Contract, in which case: (a) Seller will be relieved of any further obligation to Purchaser; (b) Purchaser will pay all amounts then due; (c) Purchaser will purchase and pay Seller immediately for all unique raw materials, work in process and finished goods under the Contract; and (d) Purchaser shall reimburse Seller for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products.

19. Force Majeure. Seller shall not be liable for delays, or deemed in default, for failure to deliver, or otherwise perform, due, directly or indirectly, to causes beyond Seller's reasonable control, including but not limited to failure of third parties to provide adequate and conforming raw materials, failure to perform by other suppliers to Seller, acts of God or nature, acts of any governmental authority, wars, strikes or other labor disputes, fires, and natural calamities, or other causes beyond Seller’s reasonable control.

20. Governing Law, Jurisdiction and Venue. The Contract shall be governed by and construed in accordance with the laws of Ontario without reference to the choice of law principles thereof. The Convention on Contracts for the International Sale of Goods is expressly excluded. Subject to the provisions of Dispute Resolution below, each party irrevocably submits to the jurisdiction of the Courts of Toronto and hereby waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

21. Dispute Resolution. In the event of any dispute or disagreement between Seller and Purchaser arising out of or relating to the Contract (a “Dispute”), such Dispute, upon the written request of Seller or Purchaser, shall be referred to the chief financial officers of each party or their respective designees. The chief financial officers or their respective designees shall promptly meet in good 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 to and settled exclusively by final and binding arbitration in lieu of any judicial proceeding; provided, however, that nothing contained in this Section shall preclude any party from seeking or obtaining from a court of competent jurisdiction (a) injunctive relief, or (b) equitable or other judicial relief to specifically enforce the provisions of the Contract or to preserve the status quo prior to the event(s) leading to the Dispute. Arbitration shall be conducted in Toronto by a single arbitrator chosen by the parties (or if they cannot agree, chosen by a judge of the Superior Court of Ontario under the Arbitration Act, 1991 procedures, as applicable, under the International Arbitration Rules of the American Arbitration Association existing at the date of submission of the Dispute to arbitration. The language used in all proceedings shall be English. Any arbitration award shall be binding and enforceable against Seller and Purchaser and judgment may be entered thereon in any 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 be subject to binding arbitration under the Contract.

22. Assignment, Waiver, Entire Agreement, Severability. Purchaser may not assign or delegate any of its rights or obligations under the Contract without prior written consent from Seller. Seller may terminate the Contract upon giving at least sixty (60) days’ written notice to Purchaser, without any liability to Purchaser, if there is a change of control of Purchaser. Seller may assign its rights and obligations under the Contract at any time, without Purchaser’s prior written consent. The failure of either party to enforce any right or remedy provided in the Contract or by law on a particular occasion will not be deemed a waiver of that right or remedy on a subsequent 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 the Contract. The Contract may not be modified, unless in writing and signed by authorized representatives of both parties. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable.

23. Two Year Limitation. Neither party may bring a claim or action, of any kind (including the above defined W Claims, PL Claims, and/or P Claims, as well as matters fitting the above-defined term, “Dispute”), arising out of or related to the Contract, including any claim of fraud or misrepresentation, more than two (2) years after the cause of action accrues.

24. German Supply Chain Act. To the extent directly applicable to Seller or generally implemented within the Freudenberg group of companies as part of related compliance measures and policies, Seller will reasonably comply with the obligations resulting from the German Act on Corporate Due Diligence in Supply Chains (the “German Supply Chain Act”). However, Purchaser undertakes to independently implement all legally required measures required to comply with all laws applicable to it (including, but not limited to Purchaser’s own risk assessment, organizational measures, documentation and reporting) as well as other codes of which it is notified by Seller in accordance with the German Supply Chain Act). This includes, in particular, taking appropriate measures to prevent or mitigate risks to human rights or the environment, or end the violation of duties thereto, including without limitation prohibitions on child and enslaved labor, employment and wage discrimination, and bans on the manufacture, handling, use, or export of certain products and compounds, including without limitation mercury and hazardous wastes. Purchaser shall establish, or hereby affirms it already has established, due diligence procedures sufficient to safeguard human rights and protection of the environment in Purchaser’s global supply chain, and shall defend and indemnify Seller and any party to whom Seller owes defense or indemnity from and against any claims arising from Purchaser’s violation of the German Supply Chain Act, or any third party for whom Purchaser is or becomes responsible. Claims related to a breach of the German Supply Chain Act or related requirements do not constitute a breach of warranty related to Products, goods, or services sold by Seller and will in no event allow Purchaser to hold back, delay, or set off payments owed to Seller under any purchase orders or contracts, by law or equity. German Supply Chain Act related document request and/or audits will be subject to prior written consent by Seller and limited to what is legally required and may exclude confidential and proprietary information, business, and/or trade secrets.