ADIRA – METAL FORMING SOLUTIONS, S.A.

General conditions of Sale

To all sales contracts, respective amendments and/or supplementary agreements and/or accessories, referring to equipment supplied by ADIRA , these General Conditions of Sale apply, as well as the terms contained in the Initial Sales Proposal, the Particular Conditions Sales and Purchase Order. In case of contradiction between these documents, the following order of prevalence will apply:

a) Particular Conditions of Sale;

b) Initial Sales Proposal;

c) General Conditions of Sale;

d) Purchase Order from the Buyer.

1. Definitions:

1.1. Purchase and sale contract: contract through which ADIRA (seller) undertakes to the buyer to deliver, within a certain period of time, the equipment covered by the contract and the buyer undertakes to pay the respective price.

1.2. Initial Sales Proposal: document presented by ADIRA to potential buyers, which, by reference to the equipment subject to the potential contract, contains the technical characteristics, the description of the standard equipment and additional equipment, as well as the specific conditions applicable to the business.

1.3. Particular Conditions of Sale: document presented by ADIRA , after negotiation with the Buyer, which contains the terms and conditions definitively agreed between the parties, such as the delivery time, holder of responsibility for transportation, insurance and unloading, guarantee and conditions of payment, which may not correspond to the conditions initially presented by ADIRA together with the Initial Sales Proposal, if different conditions have been negotiated between the parties, prevailing, in case of contradiction, those contained in the Particular Conditions of Sale.

1.4. Buyer: natural or legal person contractually obliged to ADIRA to pay and fulfill other obligations to which they are bound, in accordance with the Particular and General Conditions of Sale, the Initial Sales Proposal, as well as the Order Order and legal regulations applicable.

2. Execution

2.1. ADIRA undertakes to deliver the equipment subject to the purchase and sale contract in accordance with the Particular Conditions of Sale, these General Conditions of Sale and the applicable legal regulations.

2.2. In order to be considered validly placed and effective, orders must be confirmed by ADIRA , through the latter's signature of the Particular Conditions of Sale, as well as these General Conditions of Sale, considering this moment as the Order Confirmation .

2.3. The deadline for delivery of the equipment established by the parties and set out in the Particular Conditions of Sale is subject to a grace period of 15 working days, during which no compensation will be owed, in this regard, by ADIRA to the buyer.

2.4. Any change to an order, the confirmation of which has already been issued by ADIRA , will require written agreement between the parties.

2.5. The start-up of the equipment subject to the purchase and sale contract in mainland Portugal will be carried out by ADIRA employees or agents , at no charge to the buyer, as soon as the buyer communicates, within a maximum period of 3 (three) months, in writing, to ADIRA that the equipment is properly installed, anchored to the ground and has all the conditions to operate. If the aforementioned period of 3 (three) months is exceeded, ADIRA will be relieved of the obligation to start up the equipment.

3. Payments

3.1. The global price corresponding to the purchase of the equipment subject to the contract, the respective start-up time and 8 hours of training work, will be paid by the buyer as follows: 30% within 5 working days after the Order Confirmation is issued by the from ADIRA as a deposit and principle of payment; and 70% upon delivery of the equipment to the buyer at ADIRA 's facilities .

3.2. For the purposes of the provisions of the previous paragraph, ADIRA sends to the buyer, together with the Order Confirmation, the invoice corresponding to 30% of the price, with a payment deadline of 5 (five) business days. The buyer acknowledges and accepts that ADIRA will not begin production of the equipment subject to the contract until said invoice is paid in full by the buyer. If this is not paid within the aforementioned period, ADIRA will be entitled to immediate termination of the contract or, alternatively, it will be entitled to review the proposed contractual conditions, particularly with regard to delivery times and price of the equipment.

3.3. If, between the date of the Order Confirmation and the date on which the Customer sends the project validation to ADIRA , there is a price variation of more than 5% in the price index of non-energy raw materials, essential for the manufacture of the machine commissioned, ADIRA will have the right to review the global price of the awarded proposal in the same proportion.

3.4. ADIRA will send the buyer an invoice corresponding to 70% of the price 10 (ten) days in advance of the delivery date of the equipment covered by the contract. ADIRA will only allow the delivery of equipment whose price has been paid in full by the buyer.

3.5. Payments will be processed by bank transfer to the account opened in the name of ADIRA , with Banco BPI, with IBAN PT50 0010 0000 4622 4140 0026 9.

4. Reservation of title

ADIRA , in accordance with the provisions of art. 409 of the Civil Code, reserves the ownership of the equipment subject to the sales contract until the buyer pays the respective price in full.

5. Warranty

5.1. The equipment subject to the sales contract is guaranteed against possible manufacturing defects for a period of 12 months or 2000 working hours, whichever comes first, which will begin counting from the start-up date, as long as this occurs within a maximum period of 4 (four) months from the date the equipment leaves ADIRA 's facilities, according to ADIRA 's Warranty Certificate .

5.2. The use of equipment and/or tools not approved by ADIRA on the goods covered by the purchase and sale contract immediately terminates the guarantees referred to in point 5.1 above.

5.3. Failure by the buyer to comply with the maintenance plan for the equipment sold, set out in the respective manual issued with it, carried out by ADIRA or its authorized agent, also terminates the guarantees referred to in point 5.1 above.

5.4. If, after 30 days from the start-up date of the equipment subject to the sales contract, it is not declared by the buyer as received and the detachable Guarantee Certificate is returned to ADIRA , the effects of 5.1 cease.

6. Transfer of risk and responsibility

ADIRA 's responsibility for the equipment covered by the contract will pass to the buyer on the date it is made available at ADIRA 's facilities for delivery, in accordance with Incoterm Ex Works (Incoterms 2020).

7. Shipping, transport, unloading and respective insurance

The equipment covered by the contract will be shipped in accordance with Incoterm Ex Works (Incoterms 2020), and ADIRA is therefore not responsible for its transportation, unloading and respective insurance.

8. Force majeure

8.1. Force majeure is considered to be any third or natural fact, unpredictable and/or inevitable, the effects of which occur independently of the will or personal circumstances of the parties, such as war or subversion, epidemics, cyclones, earthquakes, fire , lightning, floods, riots, strikes, lock-out, which affects, directly or indirectly, the sale of the equipment, whether by ADIRA or by one of its suppliers.

8.2. Once the impact of force majeure on the order has been verified, ADIRA will inform the buyer of this fact, in writing, within a maximum period of fifteen days from the date of such occurrence or knowledge thereof.

8.3. In this case, the agreed delivery period will be automatically considered extended for the exact same period as the force majeure continues, during which no compensation, in this regard, or penalty, will be owed by ADIRA to the buyer.

9. Transmission of contractual position

9.1. ADIRA may, without the buyer's prior consent, transmit its contractual position to companies that are directly or indirectly involved in the company Efanor, SGPS, SA, by means of written communication to the buyer.

9.2 The buyer may not convey its position in the contract without the prior written consent of ADIRA .

10. Intellectual Property

10.1. All intellectual property rights over designs, models, patents, utility models, distinctive commercial signs, projects or any other documents of which the buyer is aware or which are made available to him, within the scope of the concluded sales contract, are the property of ADIRA , and cannot be used for other purposes or transferred to third parties, without express authorization from ADIRA .

10.2. In case of violation of the provisions of the previous point (10.1.), the buyer will be responsible for compensating ADIRA for all losses caused to him.

11. Resolution

11.1. In case of serious non-compliance with the obligations of the sales contract by ADIRA , the buyer may terminate the sales contract, with 15 days' notice, provided that in prior written communication he has identified the non-compliance in question and has granted the ADD a minimum period of 30 days to regularize the situation without it having taken effect.

11.2. In addition to the legally and contractually foreseen cases and the buyer's breach of any of the obligations to which, through the concluded contract, he is bound, ADIRA may terminate the contract if the delay in payment referred to in clause 3.4 continues for more 30 days from the due date. In this case, the buyer will lose the deposit paid in favor of ADIRA , without prejudice to the buyer still being obliged to compensate ADIRA for all losses caused to it, including those relating to the assembly and disassembly of the equipment covered by the contract.

11.3. Without prejudice to the provisions of the previous paragraph, the parties agree that, after a tolerance of 15 days, for each day of delay on the part of the buyer in collecting the machine from ADIRA's facilities , the buyer will pay ADIRA as a penalty clause the amount €100 (one hundred euros).

11.4. ADIRA may also terminate the sales contract if the buyer is declared insolvent or submits to the special revitalization process.

11.5. It is also a resolutive condition of the purchase and sale contract that there are any international sanctions that prevent the transaction from being carried out in the country of destination or with the Customer in question, as well as the denial of the export license if necessary. The customer is obliged to cooperate in sending all necessary or relevant information requested for this purpose.

12. Applicable law and competent forum

12.1. The contract will be governed by Portuguese law.

12.2. If it is not possible to obtain an amicable solution to the dispute, the Court of Justice will be territorially competent to assess and decide any and all disputes or doubts arising from the validity, interpretation, and/or execution of the contract, which are not consensually resolved. District of Maia, forum that the parties agree to expressly waiving any other.

13. Omissions

13.1. Failing this, the general principles of Orgalime (Association of European Engineering Industries), which the parties declare to know, will apply, as well as the rules resulting from Incoterm Ex Works (Incoterms 2020), which the parties declare to know and accept.