CA Terms and Conditions of Purchase

1. ENTIRE AGREEMENT ACCEPTANCE

This Purchase Order, including these Conditions of Purchase
(collectively “Order”) is an offer by Marmon/Keystone C a n a d a I n c . (“Buyer”) and supersedes all
other agreements, oral or written, and all other communications between Buyer and the person or entity to
whom this Order is addressed (“Seller”) suggesting additional or different terms, and represents the final
and complete understanding of the parties. This Order expressly limits acceptance to these terms, and any
proposal for the addition of different terms or any attempt by Seller to vary in any way any of the
terms hereof is hereby deemed material and objected to and rejected. No terms of any document or
forms submitted by Seller shall be effective to alter or add to the terms and conditions contained in this
Order. Unless otherwise stated herein, Seller’s acknowledgement of this Order or commencement of any
work or performance of any services hereunder shall constitute acceptance by Seller of this Order and all of
its terms and conditions.

 

2. PRICES

(a) All prices are firm and include all costs and expenses; and (b) payment terms are net 45 days
from the later of the date of the receipt of a complete invoice or Buyer’s acceptance of the goods (“Goods”)
or provision of services (”Services”). No invoices may be rendered by Seller until after the Goods have
been shipped or the Services rendered. No increase in the price is effective, whether due to increased
material, labor or transportation costs or otherwise, without the prior written consent of Buyer. Seller is not
entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being
outstanding.

 

3. FAVORED NATIONS

If, during its performance hereunder, Seller sells to any other customer goods or
services of the same or similar type and quantity purchased hereunder on more favorable terms or
conditions, including price, Seller shall advise Buyer, and Buyer shall have the right, at its option, to
have such more favorable terms or conditions applied to this Order effective [from the first purchase of
Goods or acceptance of Services] or [from the next order of Goods or Services].

 

4. DELIVERY

Time is of the essence with respect to this Order. If the delivery of Goods or providing of
Services purchased hereunder is not completed within the time frame indicated on your confirmation of our PO,
Buyer may, in addition to any other rights or remedies it may have, terminate this Order, without liability, as
to Goods not yet shipped or Services not yet provided and purchase substitute goods or services and
charge Seller for any additional costs incurred thereby. If, in order to comply with the delivery date specified
on the front hereof, Seller must ship by a more expensive way than specified herein, Seller shall pay any
increased costs. If type of carrier is not specified, route by lowest cost transportation.

5. WARRANTIES

Seller represents and warrants that the Goods or Services purchased hereunder will be (a) in
full conformity with applicable law and the specifications, drawings, descriptions and/or samples furnished or
specified by Buyer, (b) that all Goods are free from defects in material, workmanship and design and that all
Services will be performed in a timely, competent and workmanlike manner, and (c) that all Goods are of
good merchantable quality and fit and sufficient for the purposes intended, (d) free and clear of all liens,
p r i o r i t i e s , p r i o r c l a i m s , m o v e a b l e h y p o t e c s , security interests or other encumbrances, and (e)
free of claims of infringement or misappropriation of any third party’s intellectual property rights. All
warranties shall survive any inspection, testing, delivery, acceptance or payment or failure to inspect, test or
discover any defect or other nonconformance, and such actions or omissions shall not relieve Seller of any of
its obligations under the Order or impair any rights or remedies of Buyer. NO ATTEMPT BY SELLER
TO DISCLAIM, EXCLUDE, LIMIT, OR MODIFY ANY WARRANTIES (WHETHER PROVIDED
HEREIN OR IMPLIED BY LAW) OR SELLER’S LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT.
With respect to Goods or Services that are resold or otherwise transferred to a third party by Buyer, such
third party shall have the full benefit of all warranties and indemnities from Seller and its suppliers, whether
hereunder or otherwise, and Seller agrees to execute any assignments of such warranties and
indemnities to such third parties.

 

6. RECALL

In the event that Buyer determines, in Buyer’s sole discretion, that any defect,
nonconformance or deficiency in any of the Goods requires a field campaign, recall or similar action
(“Recall”), or to comply with applicable federal or provincial laws regarding product safety, or to repair,
replace or remediate any Goods or any of Buyer’s products in which Goods are incorporated, Seller shall be
liable to Buyer and its customers for all costs and expenses arising from or related to such Recall including,
without limitation, legal fees and litigation costs.

 

7. INDEMNIFICATION

All Goods are subject to inspection by an authorized representative of Buyer at all times and places,
including during production. No Goods or Services shall be considered accepted prior to inspection by Buyer at
Buyer’s place of business. Buyer reserves the right to reject or to revoke acceptance of Goods that fail to meet any
requirement of this Order, notwithstanding any payment or any prior inspection ortest.

 

8. TITLE AND RISK

Title to Goods shall pass to Buyer upon delivery, or if earlier, upon payment to Seller of 51% of
the price for the Goods. Risk in compliant Goods delivered in accordance with this Order shall pass to the Buyer
on delivery. Goods belonging to or provided by Buyer which are in Seller’s custody for any purposes shall be
clearly marked and recorded by Seller as belonging to the Buyer and shall be at the Seller’s risk. Where Buyer
rejects any Goods in accordance with this Order, such Goods shall be deemed to have remained the property and
risk of Seller at all times.

 

9.REJECTION AND REMEDY OF DEFECTS

Rejected Goods shall be collected by Seller promptly at its sole cost, if Buyer
so elects. Upon rejection of any Goods or Services, Buyer shall have the right to require Seller to repair or replace
them within such time as may be stipulated by Buyer or terminate this Order without prejudice to its other rights
and remedies. If Seller fails to remedy any defect as above provided, Seller shall return any money paid by Buyer
in respect of the defective items and Buyer shall be entitled to terminate this Order without prejudice to its other
rights and remedies.

 

10. INDEMNIFICATION

Seller shall indemnify, hold harmless and defend Buyer, its parents, subsidiaries, and affiliate
companies and their respective successors and assigns, against all lawsuits, damages, losses, expenses, claims,
liabilities, judgments, fines, settlements or penalties, including all legal fees and litigation costs, whether direct or
indirect, incidental, consequential, or otherwise (collectively, “Claims and Losses”) for: (i) claims for personal
injury (including death), property loss or damage, or other loss, injury, incident or damage arising out of, relating
to, or connected with the use, possession, consumption, manufacture, fabrication, or sale, of the Goods or
Services sold or provided by Seller to Buyer, (ii) claims arising from, relating to, or connected with Seller’s
negligence, acts, willful misconduct or omissions or failure to comply with all the terms of this Order or any other
agreement between Buyer and Seller, (iii) any Recall of the Goods, and (iv) claims that the use or possession of
the Goods actually or allegedly infringes or misappropriates any intellectual property right of any third party.
Seller further agrees to indemnify, hold harmless and defend Buyer, its parents, subsidiaries and affiliate
companies and their respective successors and assigns, and each of its customers, against all Claims and
Losses, arising from, relating to, or connected with Seller’s breach of any of the warranties expressed herein or
any warranties implied by law. Seller shall not enter into any settlement of any Claims of Losses without
Buyer’s prior written consent.

 

11. INTELLECTUAL PROPERTY

Seller represents and warrants that the manufacture, sale and use of the Goods will not
infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right. If all
or any portion of the Goods are held to constitute an infringement of a patent and/or their use is enjoined for any
reason, Seller shall promptly, and at its own expense, at Buyer’s election, either procure for Buyer the right to
continue using such Goods royalty-free or replace such Goods to Buyer’s satisfaction with non-infringing Goods
of equal quality and performance. Any inventions, patents, copyrights, design rights and other intellectual property
rights arising from the execution of this Order shall become the property of Buyer and Seller shall not disclose the
same to any third party. Seller shall do all things and execute such documents as may be necessary to assign such
property to Buyer.

 

12. INSURANCE

a. Seller shall obtain and maintain at all times during which this Order is in effect maintain at Seller’s cost the
following insurance with insurers having a current A.M. Best rating of “A- VIII” or better:
(1) primary comprehensive or commercial general liability insurance with limits of at least $1 million per
occurrence and $2 million annual aggregate combined single limit for bodily injury and property damage,
including coverage for:
(i) Products andCompleted Operationsliability;
(ii) Blanket Contractual liability; and
(iii)Cross Liability endorsement or Severability of Interest clause.
b. The required insurance required shall:
(1) be endorsed to insure Buyer, its officers, directors, employees, representatives, parents, subsidiaries and
affiliate companies and agents as additional insureds on an ISO form CG 20 26 07 04, Additional Insured
-Designated Person or Organization ortheequivalent;
(2) be endorsed to waive any rights of subrogation against Buyer; provide contractual liability coverage to
Seller for its indemnity obligations assumed under this Order, although any failure to comply will not
affect the validity or enforceability of such indemnity obligations; and
(3) be endorsed to provide that such insurance is primary to and non-contributory with any other insurance
obtained by, for or on behalf Buyer notwithstanding any “other insurance” provision contained within
such policies.
c. Seller shall provide written notice to Buyer no less than 30 days prior to the effective date of cancellation or
material reduction of any required insurance coverage, including any modification affecting any policy’s
compliance with the terms of this Order.
d. Prior to the effective date of this Order, Seller shall provide certificates of insurance to Buyer with
endorsements to demonstrate the insurance coverages required herein.
e. Ifthis Order covers construction work, installation or repair of machinery or equipment, or performance of
services, prior to the commencement of work hereunder, Seller shall furnish Buyer with a Certificate of
Insurance, in amounts and coverage satisfactory to Buyer, evidencing Seller’s bodily injury and property
damage liability insurance and Worker’s Compensation insurance covering Seller’s liability in the
province in which the work or services covered by this Order are to be performed and, where applicable,
a clearance certificate from the Commission de santé et de la sécurité du travail (“CSST”) attesting to the
fact that all assessments have been paid. Said Certificate of Insurance will provide that the insurance issued
to Seller will not be cancelled before the completion of the work or services covered by this Order without
thirty days prior written notice to Buyer. At Buyer’s request, Seller shall before final payment, furnish Buyer
with a lien waiver and sworn statement that all subcontractors, laborers, and material suppliers have been
paid in full.
f. Seller specifically recognizes and acknowledges that the insurance required in this Order does not limit
Seller’s responsibility in the event of a loss.

 

13. TOOLING

Any tooling provided by or specifically paid for by Buyer shall be and remain the sole property of
Buyer. Seller shall be responsible for maintenance of the tooling while in its possession and shall return tooling to
Buyer immediately upon demand. Seller waives any lien rights or other rights to retain tooling and acknowledges
that its obligation to return tooling upon demand is unconditional, subject to applicable law.

 

14. CHANGES

Buyer shall have the right at any time to make changes in drawings, specifications, materials,
packaging, time and place of delivery, and method of transportation or to the scope of services. If any such
changes cause an increase or decrease in the cost or the time required for performance, an equitable adjustment
shall be made therein, and this Order shall be modified in writing accordingly. Seller agrees to accept any such
changes subject to this section.

 

15. SET-OFF

Buyer has the right to set off (compensate) against any amounts due Seller hereunder any amounts
owed to Buyer by Seller arising from any other transaction.

 

16. FORCE MAJEURE

Buyer shall not be liable for failure to take delivery of Goods or to allow performance of the
Services if such failure or inability is due to causes beyond Buyer’s reasonable control, including without
limitation act(s) of God, act or omission of government, war or similar event, or labour dispute.

 

17. TERMINATION FOR CAUSE

a)Buyer may terminate this Order without liability, in whole or in part, at any time, if (i) Seller fails
to deliver the Goods or to perform the Services covered hereby at the time specified on the front hereof
or any extension thereof authorized by Buyer in writing, (ii) a petition initiating a proceeding under
any applicable law relating to bankruptcy, insolvency, or reorganization is filed by or against Seller,
(iii) Seller executes an assignment for benefit of creditors, (iv) a receiver is appointed for Seller or
any substantial part of its assets, or (v) Buyer shall have any reasonable ground for insecurity with
respect to Seller’s ability to perform and Seller is unable to provide Buyer with adequate assurance of
its ability to perform within ten days after written request therefore by Buyer.
b) Buyer’s right to terminate this Order is not an exclusive remedy. Buyer shall be entitled to all other rights
and remedies it may have either at law, contract or in equity. No termination of this Order shall affect
any rights or obligations of either party accrued as of the effective date of such termination.

 

18. TERMINATION AT BUYER’S CONVENIENCE

Buyer may terminate this Order, in whole or part, at its convenience at any
time by written notice to Seller. In such event, Seller may claim only properly documented out-of-pocket costs
for work already performed. For specially prepared Goods or products that are unique to Buyer’s order, any
partially completed work or raw materials whose full costs are included in the cancellation charges shall be
identified in writing and held by Seller for disposition in accordance with Buyer’s written instructions.

 

19. SAFETY AND HEALTH

Seller hereby warrants that the Goods sold and the Services performed hereunder meet all
applicable requirements of all federal, provincial and local legislation in effect in connection with occupational
health and safety, toxic substances, food, drugs and cosmetics, pharmaceutical and natural health products, and
product safety. Without limiting the forgoing, the Goods shall be delivered complete with all instructions,
warnings and other data necessary for safe and proper operation, otherwise the Goods shall be considered to be
defective.

 

20. COMPLIANCE

Seller shall comply with all applicable federal and provincial employment standards legislation

 

21. WAIVER

Failure of Buyer at any time to require Seller’s performance of any obligation under this Order shall not
affect Buyer’s right to require performance of that obligation. Any waiver by Buyer of any breach of any
provision hereof must be in writing and shall not be construed as a waiver of any continuing or succeeding breach
of such provision or waiver or modification of this provision itself, or a waiver or modification of any right under
this Order.

 

22. ASSIGNMENT

Seller shall not assign this Order or any monies due or to become due hereunder, without Buyer’s
prior written consent, and any attempted assignment without Buyer’s prior written consent shall constitute a
material breach of this Order.

 

23. APPLICABLE LAW AND VENUE

This Order, the purchase of Goods or Services by Buyer from Seller and all other
aspects of the relationship between Seller and Buyer, shall, except as otherwise set out herein, be construed and
governed according to the laws of the Province of Ontario and the laws of Canada applicable therein
excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and
any conflict of law provisions that would require application of another choice of law. Seller agrees that any
litigation relating to this Order, or which otherwise arises directly or indirectly out of or in connection with the
purchase of Goods or Services by Buyer from Seller, or out of or in connection with any transaction of any
nature between Buyer and Seller, shall only be commenced in the courts of the Province of Ontario. Seller hereby
consents to personal jurisdiction in the Province of Ontario.

 

24. NOTICES

Any and all notices or other communications required or desired to be given in connection with this
Order will be given in writing and will be deemed effective upon personal delivery, on the third day after mailing
if sent by registered or certified mail, postage prepaid, return receipt requested, or one business day after
deposit if sent by a nationally recognized courier service which maintains evidence of the time, place and
receipt of delivery, and in each case if addressed as set forth in the Order (or such other addresses a party may
designate in writing from time to time), plus Seller shall dispatch a copy to Robert W. Webb, Esq., Senior
Vice President and General Counsel, The Marmon Group LLC, 181 West Madison Street, 26th Floor, Chicago,
Illinois 60602. For the purposes of this Order, a business day is any day (other than Saturday or Sunday) on
which the Toronto Dominion Bank in Toronto, Ontario is open for commercial banking business during normal
banking hours.

 

25. BUYER INFORMATION

BUYER MAKES NO WARRANTY WITH RESPECT TO INFORMATION PROVIDED BY
BUYER TO SELLER OR WITH RESPECT TO THE ACCURACY OR COMPLETENESS THEREOF. BUYER
IS PROVIDING ANY INFORMATION ON AN “AS IS” BASIS. ANY IMPLIED WARRANTIES OR
CONDITIONS T H A T MAY EXIST WITH RESPECT TO ANY INFORMATION PROVIDED BY BUYER,
INCLUDING ANY WARRANTY OF Q U A L I T Y , MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED TO THE EXTENT PERMITTED BY
APPLICABLE LAW. Seller acknowledges and agrees that any sales forecasts, quantity purchase estimates or
similar projections received from Buyer are not purchase commitments of Buyer, but rather represent estimates
for planning purposes only. Buyer shall have no obligation to purchase or otherwise compensate Seller for
any of Seller’s finished products, or unfinished raw materials, not covered by a purchase order issued by
Buyer.

 

26. MILL TEST REPORTS

If required by the Order, Certification and/or mill test reports shall be forwarded immediately
with shipment and delivery shall not be completed unless certification and/or reports have been received.

 

27. CONFIDENTIALITY

Seller shall keep in strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature and have been disclosed to Seller by Buyer
or its agents, sub-contractors, or affiliated companies and any other confidential information concerning Buyer’s
business or its products which Seller may obtain and Seller shall restrict disclosure of such confidential material
to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging
Seller’s obligations to Buyer and shall ensure that such employees, agents or sub-contractors are subject to like
obligations of confidentiality.

28. MISCELLANEOUS

Provisions which by their nature should survive will remain in force after any termination or
expiration. The section headings contained herein are not part of this Order and are included solely for the
convenience of the parties. This Order is for the sole benefit of the parties hereto 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 this Order.
If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Order or invalidate or render
unenforceable such term or provision in any other jurisdiction.

29. LANGUAGE

The parties hereto confirm that it is their wish that this Order as well as other documents relating
hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux
présentes confirment leur volonté que cette commande de même que tous let documents, y compris tous avis, s’y
rattachant, soient rédigés en langue anglaise seulement.

30.The supplier is hereby notified that the delivery or use of suspect and/or counterfeit, fraudulent and substandard
items (CFSI’s) is a special concern to MK Canada. If the Supplier is not the manufacturer of the goods, the
Supplier shall make all reasonable efforts to assure that the parts and components supplied under the Contract or
used to manufacture the equipment covered in this order are made by the Original Product Manufacturer and
meet the applicable material test report, mill certificate, approved testing documentation, or other accepted
industry standard. If suspect and/or CFSI parts are furnished under the Contract or are found in any of the goods
delivered hereunder, such items may be returned to the Supplier. The Supplier shall promptly replace such
suspect and/or CFSI parts with parts acceptable to MK Canada.