GENERAL TERMS OF SALE AND DELIVERY FOR DELIVERIES MADE BY AC HYDRAULIC A/S

1: SCOPE

1.1: T1.1 The following Terms of Sale and Delivery shall apply to all orders for product (the “Product(s)”) placed by buyer (“Buyer”) with AC Hydraulic A/S or its U.S. subsidiary, AC Hydraulic Inc. (hereinafter collectively referred to as “AC” or “Seller”), unless modified by a written agreement signed by AC. The Buyer’s purchasing terms shall not apply unless accepted in a signed writing by AC.

1.2: These Terms of Sale and Delivery shall be forwarded to the Buyer and shall apply to all orders placed after the date of forwarding.

1.3: AC shall be entitled to change the Terms of Sale and Delivery, at any time, upon written notice. Any changes so noticed shall be effective on all orders placed after the date of notice.

1.4: AC’s products are designed and intended only for commercial use and must not, without AC’s written consent, be used in, or integrated into, any non-commercial installation.

1.5: Any and all intellectual property rights associated with Products sold subject to these Terms of Sale and Delivery belong to AC. Any drawings, sketches, technical specifications or other proprietary information provided by AC to Buyer shall not be copied, or provided to any third parties, without the prior written consent and approval of AC. Nor shall any products delivered to Buyer be copied, reproduced or otherwise reverse engineered in any manner. Unless expressly agreed otherwise by Buyer and Seller in a signed writing, the sale and delivery of any Products subject to these Terms of Sale and Delivery shall not include the transfer of any intellectual property rights in the product or supporting materials from AC to Buyer.

2: OFFER AND ACCEPTANCE

2.1: Any offer of sale made by AC including but not limited to availability, quantity and price, shall be deemed an invitation to deal, and the terms offered shall remain valid for thirty (30) days from the date the invitation to deal is made, unless otherwise stated in writing signed by AC. AC reserves the right in its sole discretion to accept or reject any order so placed in response to an invitation to deal. And any

3: PRICE

3.1: Unless otherwise agreed in a writing signed by both Buyer and Seller, all prices quoted are in United States currency, and include packaging costs, but do not include any VAT, taxes and/or duties that may be due or imposed.

3.2: AC reserves the right to modify, change, or update the quoted price to reflect documented changes to prices/availability for materials, prices from suppliers or changes in exchange rate outside AC’s control.

3.2.1: If such price changes are required, AC shall notify Buyer accordingly without undue delay. Upon notice of the increase in the quoted price, the Buyer may elect to cancel the order by providing written notice of its intent to cancel within seven (7) days following receipt of change in price notice, without being considered in default. If written notice from Buyer of its intent to cancel the order is not provided within the seven (7) day notice period, the price increase shall be deemed accepted by the Buyer.

3.2.2: Similarly, If Buyer requests modification to the agreed delivery timeline/dates, or if AC’s costs are otherwise increased as a result of requested changes by Buyer or Buyer’s circumstances, Buyer shall be solely responsible for any resulting increase in cost to AC, and AC may increase the agreed price to reflect the increased cost.

4: DELIVERY

4.1: Unless otherwise expressly agreed to in writing signed by AC, delivery shall be Ex Works (Incoterms 2010)
at AC’s place of business (either U.S. or Denmark, as appropriate). Accordingly, Buyer assumes all risk and
expense for shipment and transportation from AC Hydraulic A/S’s place of business to final destination.

4.2: Unless expressly agreed otherwise in a signed writing, delivery within thirty (30) days of the delivery date
stated in the order confirmation shall be deemed timely delivery (“Delivery Window”).

4.2.1: AC shall make all reasonable efforts to ensure products ordered are delivered within the Delivery
Window. In the event that product delivery is unavoidably delayed for more than thirty (30) days, the Buyer
may, at its sole discretion, rescind the order, provided that AC has not notified Buyer that the products
purchased are ready for dispatch prior to AC receiving written notice of the buyer’s intention to rescind order.
If Buyer does not elect to rescind the order, then Buyer shall be deemed to have waived any claims against
AC as a result of the delay.

4.3: In the event that order must be shipped in installments, AC shall notify Buyer of the partial delivery and
Buyer shall not reject delivery on the basis of partial delivery.

5: BARRIERS TO DELIVERY - - FORCE MAJEURE

5.1: AC shall have no liability in respect to its failure to timely deliver Product arising from circumstances outside its control, including but not limited to: Pandemics, labor market disputes, unusual weather, fire, war, mobilization or military drafting, application and seizure, currency restrictions, riot, unrest, lack of means of transport, general shortage of goods, restrictions on fuel, and defects in or delays of deliveries from sub-suppliers.

5.1.1: If timely delivery or delivery without defects is prevented temporarily through one or more of the above circumstances, delivery shall be postponed for a period corresponding to the duration of the prevention, plus a reasonable period based on the circumstances needed for normalizing market conditions. If the barrier to delivery is expected to last for more than twelve (12) weeks, both AC and the Buyer shall be entitled to cancel the order by providing written notice of the intent to cancel without being considered in default. The delivery of any order following a barrier to delivery shall be deemed timely delivered.

6: PAYMENT/RESERVATION OF PROPERTY

6.1: Unless expressly agreed otherwise in writing, the terms of payment for any order placed shall be “paid in advance of shipping.” Payment shall be by wire transfer, unless agreed otherwise in writing.

6.2: All payments shall be timely made. Any payment received after the stated due date shall be subject to interest at a rate of one and a half percent (1.5%) per month or fraction thereof, calculated from the date payment was due until paid in full. A fifteen dollar ($15.00) shall attach to any payment not timely made.

6.3: Any products delivered subject to these Terms of Sale and Delivery shall remain the property of AC until payment in full is received by AC, including any interest and any additional costs incurred.

6.4: Buyer shall not be entitled to withhold or offset any part of the payment due for deliveries already made, without the prior written consent of AC. Any withholding so made, without AC consent, shall be considered
a breach or default of these Terms of Sale and Delivery by the Buyer.

7: DUTY TO INSPECT - LIABILITY FOR DEFECTS - LIMITED WARRANTY

7.1: Buyer’s Obligations: Buyer shall immediately check and examine the Products upon receipt. In the event Buyer discovers or becomes aware of a defect with the Products, within fifteen (15) calendar days of receipt,
Buyer shall inform AC in writing of the claimed defect. Buyer must inform AC of any defect with the Products; Buyer shall not be entitled to later claim defects which were, or should have been, discovered through such examination.

7.2: Warranty. AC warrants the performance of purchased Products for Buyer’s stated intended use for the Products for thirty-six (36) months after delivery, unless otherwise agreed in writing between AC and Buyer; under no circumstances shall this limited warranty exceed four (4) years. Subject to Section 8 below, this thirty-six (36) month limited warranty covers defects in materials, design and workmanship, where buyer provides notice and proof of the existence of such defect within the warranty period. This warranty will be void should Buyer combine, alter, change, or modify the delivered Products without AC’s explicit and written approval. AC shall have no liability for ordinary wear and tear.

7.3: AC has the right to remedy any defects which are due to defective materials and/or manufacturing of the delivered Products. AC, in its sole discretion, may remedy the defect by either repairing the defective Products or delivering replacement conforming products. The warranty period for repaired parts and replaced goods is thirty-six (36) months from the date of the original delivery of the Products.

7.3.1: If replacement or repair will lead to disproportionate costs, AC shall, however, be entitled instead refund the purchase price of the Products.

7.4: In connection with repair and replacement, the Buyer shall on their own account make sure that the defective product is made available to AC for inspection at AC’s place of business. AC shall assess whether a Product is defective, requiring repair or replacement. If AC determines, in its sole discretion, that a Product is defective, AC shall bear the cost of shipping of the Product for the return from, and subsequent forwarding to, Buyer. If AC determines, in its sole discretion, that the Product is not defective, all such costs of shipping shall be borne by Buyer..

7.5: Defective components sent back to AC and replaced, or for which a refund has issued, shall belong to AC.

7.6: THE EXPRESS WARRANTIES IN THESE TERMS OF SALE AND DELIVERY REPLACE ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND ALL OTHER OBLIGATIONS OR LIABILITIES OF AC, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW. ALL OTHER WARRANTIES ARE DISCLAIMED AND EXCLUDED BY AC. THE REMEDIES CONTAINED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER, ITS SUCCESSORS, AND ASSIGNS, FOR ANY CLAIMS HEREUNDER OR IN RELATION TO THE PRODUCTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THIS LIMITATION APPLIES TO ALL PRODUCTS, SERVICES, AND INTELLECTUAL PROPERTY DURING AND AFTER ANY APPLICABLE WARRANTY PERIOD. AC SHALL NOT BE RESPONSIBLE FOR ANY DEFECT OR INJURY CAUSED BY MISUSE OF THE PRODUCTS, INCLUDING ANY USE OF THE PRODUCTS OTHER THAN AS SPECIFIED IN THE INSTRUCTION MANUAL THEREOF. IN NO EVENT WILL AC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, RE-ESTABLISHMENT COSTS, PACKING, FREIGHT, CUSTOMS DUTIES, LOSS OF USE OF THE PRODUCTS, OR COST OF SUBSTITUTED PRODUCTS, PARTS OR SERVICES (EXCEPT AS PROVIDED TO THE CONTRARY HEREIN) THAT ARISE OUT OF THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS OF SALE AND DELIVERY, OR OUT OF NEGLIGENCE IN THE COURSE OF SUCH PERFORMANCE, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. ANY ACTION FOR AN ALLEGED BREACH OF ANY CONTRACT OF SALE OR OF THE ABOVE-STATED WARRANTY CONCERNING PRODUCTS SOLD BY AC TO BUYER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES (DISCOVERY OF THE DEFECT). FURTHERMORE, THE WARRANTY DOES NOT COVER DEFECTS OR BREAKDOWNS FROM NATURAL WEAR AND TEAR, IMPROPER INSTALLATION, HANDLING OR STORAGE, UNINTENDED USE, LACK OF REASONABLE MAINTENANCE OR OPERATION BY BUYER OR BUYER'S AGENT OR REPRESENTATIVE.

7.7: Except as required by local, state, or federal law, AC shall only be liable for actual damages resulting from a defect in the material or workmanship of a supplied Product. Under no circumstances shall AC be liable for incidental, consequential damages including but not limited to loss of use, loss of profits, loss of production, and loss of revenues, or any other indirect loss, nor shall AC be liable for any consequential loss or costs of demounting and remounting the objects in which the Product sold may have been integrated. Buyer explicitly agrees that such damages are expressly excluded. In the event of a warranty claim for defect in material or workmanship of the supplied Product, AC’s aggregate liability, if any, for any of the warranties provided herein shall not exceed the purchase price paid to AC by the Buyer, for the Product supplied, which gave rise to the warranty claim.7

7.8: Buyer shall not remove the enclosed manual from the product. Buyer shall under no circumstances change or remove labelling regarding capacity, warnings and serial number on the Product.

8: PRODUCT LIABILITY

8.1: Except to the extent required by applicable state and federal law, AC shall only be liable for damage to property and injuries to persons directly caused by defects in the Products delivered to the extent that any such defect is due to AC’s errors or omissions and could not have been prevented by Buyer’s inspection of or Buyer’s proper, unmodified use of the applicable Product(s). Buyer shall indemnify, defend, and hold harmless AC to the extent AC incurs liability to any third party for damage or injuries related to Buyer’s improper use or modification of the Products. AC shall not be liable for direct, indirect, incidental, special or consequential loss or damage to Buyer, its successors or assigns, or any third party that is caused by the Products and due to Buyer’s or its successor’s in interest’s misuse or modification of the Products, negligence or intentional misconduct, including loss or damage (a) to any movable or immobile property while the Products are in Buyer’s possession, or (b) to products manufactured by Buyer or to products from which Buyer’s products form a part, or for loss or damage to any property. Except where AC is subject to strict liability (AC shall be liable only to the extent of such strict liability), Seller shall not be liable for indirect, incidental, special or consequential losses, lost profit, or other losses or damage to Buyer, its employees or agents, or to any third party.

8.2: In the event that a third party makes a product liability claim for damages against AC or Buyer, the party first receiving notice of the claim shall inform the other party of such claim immediately.

9: DISPUTES

IN THE EVENT OF A DISPUTE ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS OF DELIVERY, IF BUYER AND SELLER ARE UNABLE TO AGREE UPON AN AMICABLE SETTLEMENT WITHIN A REASONABLE TIME, AND IN NO EVENT LATER THAN THIRTY (30) CALENDAR DAYS AFTER INITIATING SETTLEMENT DISCUSSIONS, THEN THE DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT (WHETHER CONTRACTUALLY OR IN TORT), INCLUDING DISPUTES REGARDING THE VALIDITY OF THE SECTION CONCERNING VENUE, SHALL BE RESOLVED THROUGH THE PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), OR IF THE AAA IS UNAVAILABLE, OR IF THE PARTIES AGREE OTHERWISE, THEN BY AN ORGANIZATION OF SIMILAR PURPOSE. THE PLACE OF ARBITRATION SHALL BE WITHIN THE STATE OF CALIFORNIA, COUNTY OF SACRAMENTO UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE. IF THE DISPUTE IN QUESTION INVOLVES FIVE HUNDRED THOUSAND U.S. DOLLARS (USD 500,000) OR LESS, THE ARBITRATION PANEL SHALL CONSIST OF ONE (1) ARBITRATOR. IF THE DISPUTE IN QUESTION INVOLVES MORE THAN FIVE HUNDRED THOUSAND U.S. DOLLARS (USD 500,000), THE ARBITRATION PANEL SHALL CONSIST OF THREE (3) ARBITRATORS. THE ARBITRATION PANEL SHALL AWARD THE PREVAILING PARTY COMPENSATION FOR ITS REASONABLE ATTORNEYS’ FEES AND COSTS.

10: APPLICABLE LAW AND VENUE

10.1: The validity, construction, and performance of the obligations of the Parties under the Terms and any agreement between the Parties shall be governed by and interpreted in accordance with California State and Applicable Federal law, without giving effect to any choice of law or conflict of law provisions.

10.2: Any suits, actions, or proceedings that are statutorily barred from being resolved by arbitration and which may be instituted by Seller or Buyer shall be instituted exclusively before the competent courts in the State of California, however, without prejudice to Seller’s right to bring such suits, actions, or proceedings against Buyer in any other court which would have jurisdiction if this provision had not been incorporated into these Terms.