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of Goods to be purchased pursuant to the Agreement, the purchase price for such Goods to be used
in calculating cancellation charges payable under the Agreement shall equal the purchase price in
effect immediately prior to the proposed price change. Upon Buyer’s request and after the payment
by Buyer of all cancellation charges to be paid hereunder, BoA shall make available for shipment to
Buyer (which shipment shall be subject to these Terms and Conditions) all completed and partially
completed Goods produced pursuant to the Agreement; provided, however, BoA may, at its sole
option, accept any cancellation on a no charge basis, retaining in its possession any materials
acquired for the processing of the canceled order.

7. Inspection and Acceptance

7.1.Upon delivery of the Goods to Buyer’s designated shipping destination, Buyer shall promptly
inspect the Goods for conformance to the Agreement. Any claim for shortage must be made in
writing and received by BoA within ten (10) days after Buyer’s receipt of the Goods along with
documentation supporting the claim.

8. Warranty

8.1.Warranty/Remedy. Seller warrants that the materials, Goods manufactured by it will be free
from defects in material and workmanship attributable to BoA and/or its supplier and shall not be
valid in absence of Buyer’s proof of the correct use, maintenance and conservation of the products
and of no modification or repair to the products without BoA’s consent. The foregoing warranty is
expressly in leu of all other warranties, expressed or implied. All other warranties, expressed or
implied, including any warranty of merchantability or fitness for a particular purpose not expressly
set forth herin, are hereby excluded. No affirmation of seller, by words or action, other than as set
forth in this warranty clause shall constitute a warranty. Good which may be sold by seller but which
are not manufactured by seller are not warranted by seller, but are sold only with the warranties,
if any, of the manufacturers thereof. Seller’s warranty does not apply to any Goods which have
been subjected to misuse, mishandling, misapplication, neglect, accident, improper installation or
modification (including but not limited to use of unauthorized parts or attachments).

a. Unless differently agreed upon with the Customer/s, the warranty shall have a limited duration
of 12 months beginning from the date purchased from BoA or of 1500 working hours, whichever

Berco of America, Inc.

Company subject to direction and coordination activity by thyssenkrupp AG.
W229 N1420 Westwood Dr, Waukesha, WI, 53186, USA
www.berco.com, firstname.lastname@thyssenkrupp.com
 18 October 2023
Page 5 of 10

occurs first, and shall be subject to the regular denunciation made by the Buyer according to the
following article;

b. If any of the Goods are found by Seller to be defective, such Goods will, at Seller’s option, be
replaced or repaired at Seller’s cost or Seller will refund the purchase price or give Buyer a
reasonable allowance thereof. Any compensation for damages to the Buyer shall not exceed the
invoiced price of the claimed product. The parties hereto expressly agree that Buyer’s sole and
exclusive remedy against the Seller shall be for the repair or replacement of the defective Goods
or the refund of the purchase price or allowance thereof. Buyer hereby agrees that this exclusive
remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing
and able to repair or replace defective Goods in the prescribed manner or refund the purchase
price of give Buyer an allowance thereof.

c. Any warranty claim by Buyer with reference to the Goods sold hereunder shall be deemed
waived by the Buyer unless submitted in writing to Seller within the earlier of 30 days following
the date Buyer discovered, or by reasonable inspection should have discovered, any claimed
breach of the foregoing warranty. Any cause of action for breach of the foregoing warranty shall
be brought within one year from the date of alleged breach was discovered or should have been
discovered, whichever occurs first.

d. Seller’s remedies relating hereto shall be cumulative and in addition to any other remedies
provided herein or by law or in equity.

e. Upon expiration of the warranty period, no warranty request can be made to BoA.

8.2.Limitation of Liability. Seller’s liability (whether under the theories of breach of contract or
warranty, negligence, or strict liability) for its goods shall be limited to repairing or replacing goods
found by seller to be defective, or at seller’s option. To refunding the purchase price of such goods
or parts thereof provided, however, that the cost of such repaired or replaced goods shall not

Berco of America, Inc.

Company subject to direction and coordination activity by thyssenkrupp AG.
W229 N1420 Westwood Dr, Waukesha, WI, 53186, USA
www.berco.com, firstname.lastname@thyssenkrupp.com
 18 October 2023
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exceed the total value of the contract. At Seller’s request, Buyer will send, at Buyer’s sole expense,
any allegedly defective Goods to Seller’s plant.

8.3.Disclaimer of Consequential and Incidental damages. In no event shall seller be liable for
consequential or incidental damages arising out of or in connection with this agreement including
without limitation breach of any obligation imposed on seller hereunder or in connection herewith.
The remedy under the warranty provision is limited to repair or replacement. Consequential
damages for purposes hereof shall include, without limitation, loss of use, income or profit or losses
sustained as the result of injury (including death) to any person or loss of or damage to property
(including, without limitation, property handled or processed by the use of the goods). Buyer shall
indemnity Seller against all liability, cost or expense which may be sustained by Seller on account
of any such loss, damage or injury.

9. Compliance with Law

BoA represents that Goods delivered or services performed by BoA pursuant to the Agreement will
comply with the Fair Labor Standards Act of 1938, as amended.

10. Indemnification, Intellectual Property

In the event any Goods to be furnished under the Agreement are to be made in accordance with
drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to hold BoA
harmless from any and all damages, costs and expenses relating to any claim arising from the
design, manufacture or use of such Goods or arising from a claim that such Goods furnished to
Buyer by BoA, or the use thereof, infringes upon any intellectual property right, including, without
limitation, patents or trade secrets, foreign or domestic, and Buyer agrees at its own expense to
undertake the defense of any suit against BoA brought upon such claim or claims. In the event any
Goods to be furnished under the Agreement are solely the design of BoA or its supplier, BoA agrees
(subject to the last sentence of this Section) to hold harmless Buyer and its customers against
damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any
intellectual property rights or the violation of any trade secrets by reason of the sale or use of such
Goods furnished by BoA under the Agreement. Buyer agrees to notify BoA as soon as practicable of
any charge or suit alleging any such infringement or violation, and agrees that the foregoing

Berco of America, Inc.

Company subject to direction and coordination activity by thyssenkrupp AG.
W229 N1420 Westwood Dr, Waukesha, WI, 53186, USA
www.berco.com, firstname.lastname@thyssenkrupp.com