ADIRA ? METAL FORMING SOLUTIONS, S.A.

General terms of sale

All sales contracts, their amendments and/or supplementary and/or ancillary agreements relating to equipment supplied by ADIRA, the present General Terms of Sale, as well as the terms contained in the Initial Sales Proposal, the Particular Terms of Sale and the Order Form shall apply. In the event of contradiction between these documents, the following order of precedence shall apply:

a) Particular Conditions of Sale;

b) Initial Sales Proposal;

c) General Conditions of Sale;

d) Buyer's Order.

1. Definitions:

1.1. Sales contract: contract whereby ADIRA (seller) undertakes to the buyer to deliver, within a certain period, the equipment object of the contract and the buyer undertakes to pay the respective price.

1.2. Initial Sales Proposal: document presented by ADIRA to potential buyers, in which, by reference to the equipment that is the object of the potential contract, the technical characteristics, the description of the standard equipment and of the additional equipment, as well as the specific conditions applicable to the deal are contained.

1.3. Particular Conditions of Sale: document presented by ADIRA, after negotiation with the Purchaser, which contains the terms and conditions definitely agreed between the parties, such as delivery time, transport responsibility, insurance and unloading, guarantee and payment conditions, which may not correspond to the conditions initially presented by ADIRA together with the Initial Proposal of Sale, in case 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 bound to ADIRA to payment and to the fulfillment of the other obligations to which it is bound, under the terms of the General and Particular Conditions of Sale, the Initial Sales Proposal, as well as the Order and the applicable legal rules.

2. Implementation

2.1. ADIRA is obliged to deliver the equipment that is the object of the purchase agreement in accordance with the Specific Terms of Sale, with the present General Terms of Sale and with the applicable legal regulations.

2.2. To be considered valid and effective, orders must be confirmed by ADIRA, by signing the Specific Terms of Sale and these General Terms of Sale, such moment being considered as Order Confirmation.

2.3. The delivery period for the equipment established by the parties and contained in the Particular Terms of Sale is subject to a grace period of 15 working days, during which no compensation will be owed by ADIRA to the purchaser.

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

2.5. The start-up of the equipment object of the purchase and sale contract in mainland Portugal will be carried out by ADIRA's employees or agents, at no cost to the buyer, as soon as the buyer informs ADIRA , within a maximum period of 3 (three) months, in writing, that the equipment is properly installed, anchored to the ground and that it has all the conditions to be able to operate. If the 3 (three) months period is exceeded, ADIRA is released from the obligation to proceed with the start-up of the equipment.

3. Payments

3.1. The global price corresponding to the purchase of the equipment object of 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 issue of the Order Confirmation by ADIRA as a down payment and principle of payment; and 70% upon delivery of the equipment to the buyer at the facilities of ADIRA.

3.2. For the purposes of the preceding paragraph, ADIRA sends the buyer, together with the Order Confirmation, the invoice corresponding to 30% of the price, with a payment term of 5 (five) working days. The buyer acknowledges and accepts that ADIRA will not start the production of the equipment object of the contract until said invoice is fully paid by the buyer. In case the invoice is not paid within the mentioned period, ADIRA shall be entitled to immediate termination of the contract or, alternatively, shall be entitled to review the proposed contractual conditions, namely regarding 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 ADIRA the validation of the project, if there is a price variation greater than 5% in the price index of non-energy raw materials, essential for the manufacture of the ordered machine, ADIRA shall be entitled to review the global price of the awarded tender in the same proportion.

3.4. ADIRA will send the buyer the invoice corresponding to 70% of the price 10 (ten) days before the delivery date of the equipment object of the contract. ADIRA will only allow the delivery of equipment whose price has been fully paid by the buyer.

3.5. Payments shall be made by bank transfer to the account opened in ADIRA's name at Banco BPI, with IBAN PT50 0010 0000 4622 4140 0026 9.

4. Reservation of title

A ADIRAin accordance with the provisions of article 409 of the Civil Code, reserves for itself the ownership of the equipment object of the sale contract until the buyer pays in full the respective price.

5. Warranty

5.1. The equipment that is the object of the sale contract is guaranteed against eventual manufacturing defects for a period of 12 months or 2000 working hours, whichever occurs first, which will start counting from the start-up date, provided that it occurs within a maximum period of 4 (four) months from the date the equipment leaves ADIRA's premises, according to Guarantee Certificate of ADIRA.

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

5.3 Failure by the buyer to comply with the maintenance plan for the equipment sold, contained in the respective manual shipped with the same, made by ADIRA or its authorized agent, also terminates the warranties referred to in paragraph 5.1 above.

5.4. If, after 30 days from the date of start-up of the equipment object of the sale contract, the purchaser does not confirm that the equipment has been received and returns to ADIRA the detachable part of the Warranty Certificate, the effects of 5.1 cease.

6. Transfer of risk and responsibility

6.1. ADIRA 's responsibility for the equipment subject to the contract shall pass to the buyer on the date it is made available at ADIRA 's premises for delivery, in accordance with the Incoterm Ex Works (Incoterms 2020).

7. Shipping, transport, unloading and related insurance

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

8. Force majeure

8.1. Force majeure is considered to be any third-party or natural, unforeseeable and/or unavoidable fact, whose effects occur regardless of the will or personal circumstances of the parties, such as war or subversion, epidemics, cyclones, earthquakes, fire, lightning, floods, riots, strikes, lock-outs, which directly or indirectly affect the sale of the equipment, either by ADIRAor by a supplier.

8.2. After verifying the impact on the order of the reason for force majeure, ADIRA hall give written notice of that fact to the buyer, within a maximum period of fifteen days from the date of such occurrence or knowledge.

8.3. In this case, the agreed delivery period shall be automatically extended by the precise period during which the reason of force majeure lasts, during which no compensation or penalty shall be owed by ADIRA to the purchaser.

9. Transfer of the contractual position

9.1. ADIRA may, without the prior consent of the buyer, transfer its contractual position to companies that are direct or indirect subsidiaries of Efanor, SGPS, S.A., by written notice to the buyer.

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

10. Intellectual Property

10.1. All intellectual property rights over drawings, models, patents, utility models, distinctive trade signs, designs or any other documents that the buyer has knowledge of or that are made available to him, within the scope of the contract of sale, are property of ADIRAand cannot be used for other purposes or assigned to third parties without the express authorization of ADIRA.

10.2. In case of breach of the provisions of the preceding paragraph (10.1), the buyer shall be liable to compensate ADIRA for all damages caused to it.

11. Resolution

11.1. In case of a serious breach of the obligations of the sale contract by ADIRA, the buyer may rescind the sale contract, with a 15-day prior notice, provided that in a previous written communication the buyer has identified the breach and has granted ADIRA a minimum period of 30 days to regularize the situation.

11.2. In addition to the legal and contractual cases and the breach by the buyer of any of its obligations under the contract, ADIRA may terminate the contract if the delay in payment referred to in clause 3.4 continues for more than 30 days from the due date. In this case, the buyer shall lose to ADIRA the deposit paid, without prejudice to the buyer being obliged to compensate ADIRA for all damages caused to ADIRA , including those related to the assembly and disassembly of the equipment object of the contract.

11.3. Without prejudice to the provisions of the preceding paragraph, the parties agree that, after a tolerance of 15 days, for each day of delay by the buyer in picking up the machine from ADIRA's premises, the buyer shall pay ADIRA , as a penalty clause, the amount of EUR 100 (one hundred euros).

11.4. ADIRA may also terminate the sale 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 the existence of any international sanctions that prevent the deal to be done to the destination country or with the Customer concerned, as well as the refusal of the export license in case it is necessary. The Customer undertakes to cooperate in providing all necessary or relevant information requested for this purpose.

12. Applicable Law and Competent Court

12.1. The contract will be governed by Portuguese law.

12.2. If it is not possible to reach an amicable solution to the dispute, the District Court of Maia will have jurisdiction for the assessment and decision of any and all disputes or doubts arising from the validity, interpretation, and/or execution of the contract, which cannot be resolved by consensus.

13. Omissions

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