Terms and Conditions of Purchase or Sale

1. Applicability. These Terms and Conditions of Purchase or Sale (these “Terms”) are the sole terms and conditions that shall govern in any transaction (a “Transaction”) with a third-party (“You”) for the purchase or sale of goods and/or services from or to or by Alterra Energy LLC (“Alterra”). These Terms are hereby incorporated into any other purchase or service order, order or sale acknowledgement or confirmation, invoices, and/or other written documentation between Alterra and You in connection with any Transaction (any “Documentation”). These Terms shall prevail over and expressly exclude any of Your general terms and conditions and/or any terms and conditions in any Documentation issued by You in connection with a Transaction, and Alterra hereby rejects any terms or conditions proposed by You in addition to or different from these Terms. Alterra’s agreement to enter into a Transaction is expressly limited to these Terms and conditioned on Your assent that these Terms shall comprise the entire agreement between Alterra and You, and shall supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties or covenants, and communications, both written and oral, between or among Alterra and You; provided, however, that the specification of any of the following in Documentation signed by an authorized representative of Alterra shall always govern in addition to these Terms: the identity, quantity, delivery timing and location, and shipping terms for goods; the nature, timing and location for provision of services; the price; and the terms for payment. Your written acceptance or Your commencement of performance of a Transaction shall constitute acceptance of these Terms. These Terms may only be amended or modified in a writing that specifically states that it amends these Terms and that is signed by an authorized representative of Alterra.

2. Delivery Date. You shall deliver any goods in the ordered quantities and/or perform any services, each on the date(s) specified in other relevant Documentation (the “Delivery Date”). Timely delivery of the goods or services is of the essence. If You fail to deliver the goods or perform the services in full on the Delivery Date, Alterra may terminate the Transaction immediately by written notice to You and You shall indemnify Alterra against any losses, claims, damages, and reasonable costs and expenses attributable to Your failure to deliver the goods or perform the services on the Delivery Date. Alternatively, if You fail to meet the Delivery Date, Alterra, without limiting its other rights or remedies, may direct expedited routing of goods; any excess costs incurred thereby shall be debited to Your account. Alterra may return any goods delivered prior to the Delivery Date at Your expense and You shall redeliver such goods on the Delivery Date.

3. Title /Risk of Loss. Title to goods purchased from You by Alterra shall pass to Alterra upon delivery of the goods to the delivery location specified in the other relevant Documentation and You shall bear all risk of loss or damage to the goods until delivery of the goods to the specified delivery location. Title to goods purchased from Alterra shall pass to You upon the earlier of (a) delivery of the goods to the delivery location specified in the other relevant Documentation or (b) delivery of the goods to an agreed carrier or shipper.

4. Packaging. Goods must be packed for shipment according to Alterra’s instructions or, if none, in a manner sufficient to ensure that the goods are delivered in undamaged condition. Goods shall be marked and labeled in compliance with all applicable laws, standards and regulations. You must provide Alterra prior written notice if You require Alterra to return any packaging material. Any return of packaging material shall be at Your expense.

5. Nonconforming Goods. Alterra may inspect all or a sample of goods it purchases from You on or after delivery. Alterra, at its sole option, may reject all or any portion of the goods if it determines they are nonconforming or defective. If Alterra rejects any portion of the goods, Alterra may, upon written notice to You: (a) rescind the Transaction in its entirety; (b) accept the goods at a reasonably reduced price; or (c) reject the goods and require replacement thereof. If Alterra requires replacement of the goods, You shall, at Your expense, promptly replace the nonconforming goods and pay for all related expenses, including, but not limited to, transportation charges for return of the defective goods and delivery of replacement goods. If You fail to timely deliver replacement goods, Alterra may replace them with goods from a third party and charge You the cost thereof and terminate the Transaction for default. Any inspection or other action by Alterra hereunder will not reduce or otherwise affect Your obligations under these Terms, under any other binding Documentation, or in connection with the Transaction. Alterra may conduct further inspections after it has carried out its remedial actions.

6. Price. The price of any goods or services Alterra purchases from You shall be the price stated in the other relevant Documentation. If no price is included in such other relevant Documentation, the price shall be the price set out in Your published price list in force as of the date of the parties’ agreement to the Transaction. Unless otherwise specified in the other relevant Documentation, the price includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all value-added taxes, sales, use or excise taxes. No increase in the price is effective, whether due to increased material, labor or transportation costs or otherwise, without Alterra’s prior written consent.

7. Payment Terms. If no other payment terms are specified in other Documentation of the Transaction agreed to by Alterra, then (a) You shall pay all properly invoiced amounts due to Alterra NET 30 days after Your receipt of such invoice and (b) Alterra shall pay all properly invoiced amounts due to You NET 45 days after Alterra’s receipt of such invoice. All payments will be in US dollars and made by check, ACH or wire transfer, or as may otherwise be agreed between Alterra and You. In the event of a payment dispute, You shall deliver a written notice to Alterra reasonably describing each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. You shall continue performing Your obligations regarding the Transaction notwithstanding any such dispute.

8. Late Payments; Collections. You shall pay interest on all late payments due to Alterra at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse Alterra for all costs incurred in collecting any late payments and/or enforcing any other remedies available to Alterra, including enforcement of any liens or security interests granted to Alterra, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under these Terms or at law, in equity or in restitution (none of which Alterra waives by the exercise of any rights hereunder), Alterra shall be entitled to suspend the delivery of any goods if You fail to pay amounts when due and such failure continues for two (2) days following written notice thereof. You shall not withhold payment of any amounts due and payable to Alterra by reason of any recoupment, set-off, claim against, or dispute with Alterra, whether relating to Alterra’s breach, bankruptcy, or otherwise.

9. Changes. Alterra may, at any time, in writing, make changes within the general scope of an order for goods or services from You, in any one or more of the following: (a) applicable drawings, designs or specifications; (b) method of shipment or packing; (c) place or timing of delivery; (d) materials, methods or manner of production; or (e) quantity. If any such change causes an increase or decrease in the cost of or the time required for performance of the order, an equitable adjustment shall be made in the price or delivery schedule or both, and the order shall be modified accordingly. Any claim by You for adjustment hereunder must be asserted within 20 days from Your receipt of the change notice, but such period may be extended upon Alterra’s written approval. However, nothing in this clause will excuse You from proceeding with the order as changed or modified.

10. Recoupment or Set-off. Without prejudice to any other right or remedy it may have, Alterra reserves the right to recoup and/or to set off, as applicable, at any time any amount owing to Alterra by You or Your affiliates against any amount payable by Alterra to You.

11. Warranties to Alterra. You warrant to Alterra that all goods or services You provide to Alterra will conform to applicable specifications, drawings, designs, samples and other requirements specified by Alterra and will be merchantable, free from any defects in workmanship, material and design, fit for their intended purpose and operate as intended, and free and clear of all liens, security interests or other encumbrances. Goods and services provided by You will not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties are cumulative and in addition to any other warranty provided by law or equity and shall survive any delivery, inspection, acceptance or payment of or for the goods or services by Alterra. Any applicable statute of limitations runs from the date of Alterra’s discovery of the noncompliance of the goods or services with the foregoing warranties. If Alterra gives You notice of noncompliance, You shall, at Your own expense, promptly replace or repair the defective or nonconforming goods or services and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods or services to Alterra and the delivery of repaired or replacement goods or services to Alterra.

12. Disclaimer of Warranties by Alterra. Alterra is not giving or making any warranties, whether written, oral or implied, to You in connection with any goods or services to be provided to You by Alterra, including, without limitation, any warranties of quality and performance, any implied warranties of merchantability, fitness for a particular purpose or usage of trade, or any warranties against infringement, all of which are hereby expressly disclaimed.

13. Termination for Default. In addition to any other remedies that may be provided under these Terms, Alterra may terminate any Transaction with immediate effect upon written notice to You, either before or after the acceptance of the goods or services, if You have not performed or complied with any of these Terms, in whole or in part, if You fail to make progress so as to endanger performance of the Transaction as reasonably determined by Alterra, or if You become insolvent, file a petition for bankruptcy or commence or have commenced against You proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. If Alterra terminates a Transaction pursuant hereto, Your sole and exclusive remedy is payment for the goods or services received and accepted by Alterra prior to termination.

14. Termination for Convenience. Alterra may at any time cancel, in whole or in part, the undelivered portion of any goods or services that form part of a Transaction by written notice to You. You shall immediately upon receipt of such notice discontinue all work in respect to the cancelled portion of the Transaction except as may be necessary to preserve and protect the work and materials then in process. You shall use Your best efforts to cancel and terminate all then existing orders placed by You which are chargeable to the cancelled portion of the Transaction. In the event of such termination and if You are not in default hereunder, Alterra shall pay You, in addition to the price for all conforming goods and services previously delivered to and accepted by Alterra in accordance with the terms of the Transaction and not previously paid for, all reasonable direct costs necessarily incurred by You in connection with the cancelled portion of the Transaction, which payment(s) shall be in full settlement of all claims by You arising out of such cancellation, provided that You deliver to Alterra all goods, services and raw materials paid for by Alterra.

15. Cumulative Remedies. The rights and remedies under these Terms and any other Documentation agreed to in writing by Alterra are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, in restitution, or otherwise.

16. No Waiver. No waiver by any party of any of the provisions of these Terms or of any other Documentation of the Transaction agreed to in writing by Alterra will be effective unless in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising under these Terms or otherwise will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege arising under these Terms or otherwise preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Most Favored Customer. You warrant that the price for any goods or services to be provided by You to Alterra is the lowest price charged by You to any of Your customers for similar volumes of similar goods or services. If You charge any other customer a lower price, You must apply that price to all goods or services under the Transaction. If You fail to meet the lower price, Alterra, at its option, may terminate the Transaction for default.

18. Indemnification and Insurance. You shall defend, indemnify and hold harmless Alterra and Alterra’s parent companies and their subsidiaries, affiliates, successors or assigns and it or their respective directors, officers, employees, agents, and customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense of whatever kind, including reasonable attorney and professional fees and costs, and the cost of enforcing any rights hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with any goods purchased or services received from You (including, without limitation, Losses in connection with any claim that an Indemnitee’s use or possession of the goods or receipt of the services from You infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party), from Your negligence, willful misconduct or breach of these Terms, or incurred or sustained by, or imposed upon Alterra by reason of or in connection with Your or Your agent’s entry upon Alterra’s premises. You shall not enter into any settlement without Alterra’s or any other relevant Indemnitee’s prior written consent. At Your own expense, You shall maintain in full force and effect Commercial General Liability insurance, including public, product, premises and completed operations, contractual and vendors liability, with limits of not less than $2MM per occurrence and in the aggregate, as well as worker’s compensation insurance, and any other insurance customary within your industry or necessary to cover Losses for which you are obligated to indemnify, defend and hold harmless the Indemnitees hereunder. Upon Alterra’s request, You shall provide Alterra with a certificate of insurance from Your insurer evidencing the insurance coverage specified in these Terms. You must notify Alterra at least 30 days in advance of any material change, cancellation or nonrenewal of any such policy, except that ten days’ notice is required in the event of cancellation for non-payment of premium.

19. Compliance with Law. You warrant that You are in compliance with and shall comply with all applicable laws, regulations and ordinances, including but not limited to, all laws prohibiting engagement in corrupt practices, such as the U.S. Foreign Corrupt Practice Act and the U.K. Bribery Act (2010). You have, and shall maintain in effect, all licenses, permissions, authorizations, consents and permits that You need to carry out Your obligations under the Transaction.

20. Record Retention, Inspection and Audit Rights. You shall maintain complete books and records, including inspection records, with respect to all goods and services You provide to Alterra, which records shall be available to Alterra during performance of the Transaction and until the later of four years after final payment, final resolution of any dispute involving the goods or services delivered in connection with the Transaction, or the latest time required by applicable law or regulation. You shall at any time, and after reasonable notice by Alterra, (i) grant to Alterra, Alterra’s customers and/or to any applicable regulatory authority, unrestricted access to (or if Alterra so requests, provide to Alterra copies of) such books and records, wherever such books and records may be located (including third-party repositories), and (ii) provide Alterra, Alterra’s customers and/or any such authority the right to access, and to perform any type of inspection, test, audit or investigation at Your premises, including manufacturing and test locations, for the purpose of enabling Alterra to verify compliance with the requirements of the Transaction or for any other purpose indicated by Alterra’s customers or said authority in certification, manufacture, use and/or connection with the design, development or support of the goods or services. You and Your subcontractors shall furnish all reasonable facilities and assistance for the safe performance of the inspection, test, audit and/or investigation.

21. Confidential Information. All confidential or proprietary information of Alterra, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, specifications, formulas, documents, data, business operations, customer lists, pricing, discounts or rebates, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with a Transaction is confidential, solely for Your use in performing under the Transaction and may not be disclosed or copied unless Alterra agrees in writing. Upon Alterra’s request, You shall promptly return all documents and other materials received from Alterra. Alterra shall be entitled to injunctive relief for any violation of this section. This section shall not apply to information that is: (a) in the public domain; (b) known to You at the time of disclosure; or (c) rightfully obtained by You on a non-confidential basis from a third party who was not under any obligation of confidentiality.

22. Intellectual Property Rights. You agree that any intellectual property, including, without limitation, any trademarks, trade names, service marks, copyrights, patents, software, inventions, inventor’s rights, specifications, samples, patterns, designs, plans, drawings, specifications, formulas, improvements to existing intellectual property, or moral rights (any of them “Intellectual Property”), developed by You, whether alone or in conjunction with Alterra or any other third-party, in connection with any goods or services provided by You to Alterra as part of or in connection with any Transaction shall be the property solely of Alterra. Upon the request of Alterra, you will take all actions reasonably necessary to assign any rights You have or may have in any such Intellectual Property to Alterra. You further agree that You will not disclose to any third-party any Intellectual Property of Alterra without the express written consent of Alterra. You further agree that you will indemnify, defend and hold harmless Alterra against any claims of infringement by any third party regarding any Intellectual Property developed by You, whether alone or in conjunction with Alterra or any other third-party, in connection with any goods or services provided by You to Alterra as part of or in connection with any Transaction.

23. Force Majeure. Alterra shall not be liable to You for any delay or failure in performing its obligations under a Transaction to the extent such delay or failure is caused by an event or circumstance that is beyond that Alterra’s reasonable control, without Alterra’s fault or negligence, and which by its nature could not have been foreseen by Alterra or, if it could have been foreseen, was unavoidable (a “Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic or pandemic, war, invasion, hostilities, terrorist acts, riots, strikes, embargoes or industrial disturbances.

24. Assignment. You shall not assign, transfer, delegate or subcontract any of Your rights or obligations under a Transaction without Alterra’s prior written consent. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve You of any of Your obligations under the Transaction. Alterra may at any time assign, transfer or subcontract any or all of its rights or obligations under a Transaction without Your prior written consent.

25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms or any other Documentation shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship, or any relationship of exclusivity between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever, unless such relationship or authority is expressly created in other Documentation of the Transaction agreed to in writing by Alterra.

26. No Third-Party Beneficiaries. Any Transaction is for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms unless expressly stated herein or in other Documentation of the Transaction agreed to in writing by Alterra.

27. Limitation of Liability. IN NO EVENT SHALL ALTERRA BE LIABLE TO YOU, YOUR AGENTS OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ALTERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ALTERRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY TRANSACTION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY OR TO ALTERRA FOR THE GOODS OR SERVICES THAT ARE THE SUBJECT OF SUCH TRANSACTION.

28. Governing Law; Submission to Jurisdiction; Venue. All matters arising out of or relating to a Transaction shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or relating to any Transaction shall be instituted in a State or Federal court located in Akron, Ohio. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

29. Notices. All notices, requests, consents, claims, demands, waivers and other communications in connection with a Transaction (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the relevant order or invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), certified mail (return receipt requested, postage prepaid), or email. Except as otherwise provided in these Terms or in other Documentation of the Transaction agreed to in writing by Alterra, a Notice is effective only upon receipt of the receiving party and if the party giving the Notice has complied with the requirements of this section.

30. Severability. If any term or provision in these Terms or in other Documentation of the Transaction agreed to in writing by Alterra is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of in these Terms or in other Documentation of the Transaction agreed to in writing by Alterra or invalidate or render unenforceable such terms or provisions in any other jurisdiction.

31. Survival. Provisions in these Terms or in other Documentation of the Transaction agreed to in writing by Alterra which by their nature should apply beyond a Transaction will remain in force after any termination or expiration or completion of the Transaction.

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