Standard Terms and Conditions of Purchase

1. Acceptance Supplier’s (i) full or partial performance under, or indication thereof, or (ii) acknowledgement of the Order, shall constitute acceptance of each Order and all terms and conditions contained in the Order, including these Terms and Conditions. The Order is limited to and conditional on the Supplier’s acceptance of these Terms and Conditions. The Order and these Terms and Conditions supersede all prior quotations, proposals or communications between the Supplier and Buyer. Any terms and conditions proposed in Supplier's acceptance or in any acknowledgment, invoice, or other form of Supplier that add to, vary from, or conflict with the terms herein are hereby expressly rejected. If the Order is an acceptance of a prior offer by the Supplier, such acceptance is limited to the express terms set forth in the Order. These Terms and Conditions may be modified only by a written document signed by a duly authorized representative of Supplier and Buyer, respectively.

2. Definitions

2.1. "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is owned by, controlled by or under common ownership or control with such entity.

2.2. "Agreement" means the master terms agreement, long term agreement, subcontract, or other agreement by and between the Supplier and Buyer that references these Terms and Conditions, and pursuant to which Orders are issued to Supplier.

2.3. "Buyer" means Canadian Bearings ("CB").

2.4. "Buyer's Customer" means the ultimate owner, lessee, or operator of the Goods and includes the purchaser of an end product incorporating the Goods and/or Services provided by Supplier under the Order.

2.5. "Ship Date" means the date of shipment for Goods and Services as specified in an Order.

2.6. "Goods" means goods, parts, supplies, software, technology, drawings, data, reports, manuals, other specified documentation, or items that are required to be delivered pursuant to, or in connection with, an Order, and where the context requires, the Services as are necessary and incidental to the delivery of Goods under any Order. For clarity, changes made by Buyer to the part numbers and/or other description of the Goods as a result of a change under the Changes clause of these Terms and Conditions will continue to be Goods.

2.7. "Intellectual Property" means all inventions, patents, software, copyrights, mask works, industrial property rights, trademarks, trade secrets, know‐how, proprietary information and rights and information of a similar nature. Such information includes, without limitation, designs, processes, drawings, prints, specifications, reports, data, technical information, and instructions.

2.8 "Lead Time" means the maximum time within which Supplier agrees to ship Goods after receipt of shipping instructions for such Goods. Unless otherwise mutually agreed between Buyer and Supplier, Lead Times are measured based on the date of shipment of the relevant Goods from shipper’s facility.

2.9 "Need Date" means the date Buyer needs delivery of Goods which date is before, or after, the Ship Date.

2.10 "Party" or "Parties" shall mean Buyer and/or Supplier, individually or collectively, as the context requires.

2.11 "Prime Contract" means the government or commercial sales contract between Buyer and Buyer's Customer.

2.12 "Order" means a paper or electronic document sent by Buyer to Supplier, or where provided for in an Agreement, an entry on a Buyer web site, to initiate the ordering of Goods or Services, such as a purchase order, a scheduling agreement, or other authorization or Order, and including change notices, supplements or modifications thereto. The phrase "in connection with the Order" includes performance of the Order, performance in anticipation of the Order, and preparation of a bid or proposal for the Order. The term Order includes Agreement as may be applicable from time to time.

2.13 “Services" means any effort performed by Supplier necessary or incidental to the delivery of Goods, including design, engineering, installation, repair and maintenance. The term "Services" shall also include any effort required by an Order.

2.14 "Specifications" means all requirements with which Goods and Services and performance must comply, including, without limitation, drawings, instructions and standards, or any other requirements that are specified and/or referenced in Orders, as such requirements are modified from time to time by Buyer.

2.15 "Supplier" means the legal entity providing Goods and Services or otherwise performing work pursuant to an Order.

2.16 “Technical Data” means information that is necessary for the design, development, production, operation, modification or maintenance of Goods or Services. “Technical Data” includes Derived Technical Data.

2.17. "Terms and Conditions" means this document, the Canadian Bearings Standard Terms and Conditions of Purchase, regardless of whether modified or unmodified by the Parties.

3. Specifications

All Goods and Services performed or delivered by Supplier hereunder shall be performed or delivered, as the case may be, in strict conformity with the applicable specifications. Supplier shall immediately notify Buyer, in writing, of any failure of the Supplier, the Goods or the Services to conform to the Specifications.

4. Delivery

4.1. The Order shall set forth the Ship Dates for the Goods and/or Services. Supplier shall only ship in accordance with the rules established by the Order or Buyer’s instructions.

4.2. Time is of the essence in Supplier's performance of an Order, and Supplier shall ship Goods and perform Services by the Ship Date.

4.3. Shipment shall be to the location directed by Buyer in the Order. Invoicing, shipping terms, shipping, packing and waste reduction instructions shall be provided to Supplier through an attachment to, or printing on the face of, the Order, or incorporated into the Order by other means specified by the Buyer. In the absence of such instructions, the shipper should clarify the terms with Buyer.

4.4. Ship Dates which do not allow sufficient Lead Time shall be considered Need Dates and Supplier shall use all commercially reasonable efforts to meet Need Dates. If Supplier agrees to the Need Date, the Need Date shall be considered the Ship Date.

4.5. If Supplier is unable to deliver Goods by the Need Date, Buyer may, without liability: (i) reduce or cancel its requirements for any part of the quantity of the Goods that cannot be delivered by the Need Date, (ii) reallocate to another Order, or reschedule, any portion of the Goods that cannot be delivered by the Need Date, or (iii) waive the Need Date and accept Goods on the Ship Date. In addition to any other rights and remedies that Buyer may have, in the event Supplier fails to meet any of the requirements under this Section or any other delivery obligation, Supplier shall be responsible for all shipping costs and expenses incurred with respect to such failure, including the costs of expediting shipment with respect to late deliveries. Supplier acknowledges and agrees that certain changes in shipping/performance schedule of an Order are normal and anticipated in the course of the program. The supplier further agrees that the cost of such changes is included in the prices provided under the Order. Accordingly, Supplier shall not be entitled to a price adjustment hereunder for any Change to the shipping schedule when shipments are rescheduled within twelve (12) months of the shipment schedule in existence at the time of the Change.

4.6. Any forecasts of quantity and schedule that are set forth by the Buyer are estimates and are for planning purposes only.

4.7. Without affecting any other rights of Buyer, Buyer may cancel Orders, in whole or in part, without liability to Supplier, at any time prior to commencement of Lead Time.

5. Inspection, Acceptance and Rejection

5.1. Supplier shall only tender Goods to Buyer that have passed inspection in accordance with the Supplier’s applicable inspection system and that otherwise conform to all requirements of an Order.

5.2. Buyer may provide written notice of acceptance of the Goods to Supplier. However, in the absence of Buyer's written acceptance and notwithstanding (i) prior inspection of, (ii) payment for, (iii) use of or (iv) shipment of the Goods, acceptance shall not be deemed to occur until [eighteen (18) months] following Buyer's receipt of Goods ("Inspection Period"). Transfer of title to Buyer shall not constitute acceptance.

5.3. During the Inspection Period, Buyer may, with respect to any Goods: (i) reject all or a portion of any nonconforming Goods; or (ii) accept any conforming Goods and reject the rest.

5.4. Within seven (7) days of Supplier's receipt of Buyer's notification of a nonconformity, Supplier shall investigate the nonconformity, deliver to Buyer a written report of its investigation and conclusions, and formulate a corrective action plan acceptable to Buyer. Once approved by Buyer, Supplier must then timely implement such corrective action plan.

5.5. With respect to rejected nonconforming Goods, Buyer may at its election and at Supplier's risk and expense (i) hold nonconforming Goods for Supplier, or (ii) return nonconforming Goods to Supplier for, at Buyer's option, either (a) full credit or refund or (b) replacement Goods to be received within [24 hours] of nonconformity notification. Title to such rejected Goods returned to Supplier shall transfer to Supplier upon return delivery of such nonconforming Goods to Supplier, and such Goods shall not be replaced by Supplier except upon written instructions or replacement Order from Buyer. Goods returned to Buyer hereunder shall be shipped at Supplier's expense and risk of loss. Additionally, rejected nonconforming Goods shall not be tendered again to Buyer for acceptance unless permitted by Buyer and applicable law, and accompanied by a disclosure of Buyer's prior rejection(s).

5.6. Notwithstanding any other provision contained herein, in addition to the foregoing, Supplier shall be liable for Buyer's actual costs, expenses and damages related to or arising from Supplier’s provision of nonconforming Goods, including but not limited to labor and other costs related to transportation of Goods, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, re‐inspection, retrofit, administration charges, third party inspection charges, and any and all other such corrective action costs incurred by Buyer or Buyer’s customer (directly or indirectly).

5.7. If the Supplier finds the product on the purchase order is not conforming to the required specifications shall inform the Buyer immediately in writing with reasons for non‐conformance and possible remedies. The Supplier shall not perform any rework or remedial actions on the non‐conforming product without written consent and agreed rework procedures. The Buyer has the full right to reject the part and not accepting rework. Buyer has the right to request for root cause and corrective action and the right to cancel the purchase order without financial obligation and further explanation.

5.8. If the Supplier changes the product definition and or process definition, change of sub‐suppliers, change of manufacturing facility location other than shown in the purchase order shall inform the Buyer for an approval in writing prior to executing the purchase order.

6. Warranty

6.1. Supplier warrants to Buyer and Buyer's successors, assigns, Buyer's Customers, and users of Goods sold by Buyer that all Goods provided under the Order shall be and continue to be: (i) merchantable; (ii) fit for the purpose intended; (iii) new; (iv) free from defects in material and workmanship; (v) free from defects in design if the design is not provided by Buyer; (vi) manufactured in strict accordance and will comply with the Specifications; (vii) free from liens or encumbrances on title; and (viii) to the extent the Goods are, or contain, hardware, software, and/or firmware products, be able to accurately process date/time data (including, but not limited to, calculating, comparing, and sequencing all times and dates) and are free of viruses and other sources of network corruption (collectively, for this

Section 6, "Warranty"). If the Order requires specific Goods to perform as a system, the foregoing Warranty also shall apply to those Goods as a system.

6.2. Buyer may require Supplier to promptly repair or replace, at Buyer's option, any Goods which breach the Warranty contained in Section 6.1. Buyer may return ship the Goods on the fastest available commercial carrier at Supplier's expense and risk of loss. Goods returned to Buyer hereunder shall be shipped at Supplier's expense and risk of loss and shall be accompanied by notice stating whether they are new replacements or repaired originals, and shall continue to be covered under this Warranty. Supplier shall conduct intake, review, analysis and any other activity required to evaluate whether the returned Goods are covered by the Warranty at no expense to Buyer.

6.3. Notwithstanding any other provision contained herein, in addition to the foregoing, Supplier shall be liable for Buyer's actual costs, expenses and damages related to or arising from Goods not conforming to the Warranty, including but not limited to and other costs related to transportation of Goods, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, re‐inspection, retrofit, administration charges, third party inspection charges, and any and all other such corrective action costs incurred by Buyer or Buyer’s customer (directly or indirectly).

6.4. Supplier warrants to Buyer that all Services provided under or in connection with an Order: (i) have been, if applicable, and will be performed in a professional and workmanlike manner and in accordance with current, sound and generally accepted industry standards and practices by appropriately licensed, trained, supervised and personnel who are experienced in the appropriate fields; and (ii) do, if applicable, and will conform to and be in compliance with all applicable Specifications, performance requirements and other requirements contained in the Order (the "Service Warranty"). Suppler agrees that should any of the Services be defectively performed by Supplier, Supplier will re‐perform or correct such defective Services at no additional charge. Notwithstanding any other provision, in addition to the foregoing, Supplier shall be liable for Buyer's actual costs, expenses and damages related to or arising from the Services not conforming to the Services Warranty.

6.5. Supplier warrants to Buyer that all documentation and certifications by Supplier or Supplier’s subcontractors or business partners related to the Goods, Services and Order, as applicable, are current, complete, truthful, and accurate and have been signed or stamped, as applicable, by individuals authorized and qualified to sign or stamp such documentation and certifications.

7. Indemnification

Supplier shall indemnify and save harmless Buyer, Buyer's Customers, insurers, Affiliates and their employees, agents, officers and directors for and from any and all suits, claims, judgments, awards, losses, damages, costs or expenses (including attorneys' fees) relating to, arising out of, or caused by, directly or indirectly, the performance or non‐performance hereunder, any act or omission of Supplier or its agents or any Goods or Services. Supplier's indemnification obligation hereunder covers, without limitation, injuries, sickness, diseases (including, without limitation, third party litigation, breach of representations and warranted, failure to perform, occupational disease whenever occurring), or death of Supplier employees.

8. Purchase Price and Terms of Payment

8.1. Goods shipped pursuant to an Order shall be invoiced at the price set forth in the Order. Unless otherwise specified on the Order, payment of the purchase price shall be as per terms settled with Buyer. Supplier agrees that it will take no adverse action against Buyer for any delay in payment or any invoices not paid resulting from Supplier’s failure to obtain or clearly reference purchase order numbers or other necessary information on the applicable invoices or accurately invoice Buyer.

8.2. Unless otherwise specified on the Order, the purchase price for the Materials shall include all taxes, customs duties, customs fees or other governmental charges due with respect to the Materials. Buyer shall, however, pay for any taxes that it is statutorily required to pay. Supplier shall provide Buyer with documentation satisfactory to Buyer that establishes Buyer’s statutory liability to pay such taxes. If Supplier fails to provide such documentation, Buyer shall not be obligated to pay any such taxes.

9. Inspection and Audit Rights

9.1. Supplier (which, for the purposes of this Section, includes Supplier and its suppliers, subcontractors, affiliates and business partners) shall, at any time, and after reasonable notice by Buyer, (i) grant to Buyer, Buyer’s representative, Buyer's Customers and/or to any competent regulatory authority, unrestricted access to (or if requested by Buyer, provide to Buyer copies of) Supplier's books, records and documentation (including, without limitation, those pertaining to quality, inspection and testing of Goods and Services, security and data protection procedures, ethics and compliance programs, trade compliance records, and any other requirement or obligation under the Order, but excluding financial books and records), wherever such books and records may be located (including third‐party repositories and at facilities of Supplier’s suppliers, subcontractors, and business partners used in connection with the Order), and (ii) provide Buyer, Buyer’s representative, Buyer's Customers and/or any such authority the right to access, and to perform any type of inspection, test, audit or investigation at Supplier's premises, including, without limitation, manufacturing and test locations and the facilities of Supplier’s suppliers, subcontractors and business partners used in connection with the Order for the purpose of enabling Buyer to verify compliance with the requirements set forth in the Order or for any other purpose indicated by Buyer's Customers and/or said authority in connection with the design, development, certification, manufacture, sale, use and/or support of the Goods. Supplier and its suppliers, subcontractors and business partners shall cooperate with Buyer and Buyer’s Customers and/or any such authority to furnish all reasonable facilities for and assistance with the safe performance of inspections, tests, audits and/or investigations in connection with any Order and Goods and Services thereunder.

9.2. Supplier shall maintain complete inspection records for all Goods which shall be available to Buyer during performance of an Order and until the later of: (i) seven (7) years after final payment with respect to any Order, (ii) final resolution of any dispute involving the Goods shipped hereunder, (iii) the latest time required by an Order, (iv)

9.3. Any corrective action requested by Buyer, Buyer's Customers and/or any said authority following any such inspection, test, audit or investigation shall be implemented by Supplier at Supplier’s cost.

10. Buyer‐Furnished and Buyer‐Funded Items

10.1. All material, including information, required to be furnished to Supplier by Buyer under the Order ("Buyer Furnished Items") shall be delivered as specified in the Order, or, if not specified, in sufficient time to enable Supplier's timely performance. Buyer shall have no liability to Supplier for any delays or failures in the delivery of Buyer Furnished Items. If Buyer Furnished Items are not delivered to Supplier in sufficient time to enable Supplier to meet ship Dates, Supplier may notify Buyer of the delay and shall be entitled to an extension of such schedule equal to the period of the delay. Such adjustment shall be Supplier's sole and exclusive remedy.

10.2. Title to all tooling, test equipment, and material identified as a separate line item under any Order, or referred to in any agreement between Buyer and Supplier, and fabricated or acquired by Supplier ("Buyer Funded Items") shall vest in Buyer.

10.3. Buyer Furnished Items and Buyer Funded Items (collectively, "Buyer Items") shall be used only for the purposes of the Order. Supplier shall not use Buyer Items on any other order without Buyer's written permission. Supplier shall, at its own expense: (i) establish and follow a preventative maintenance calibration and repair program for, (ii) safely store (separated from other material where practicable), and (iii) maintain in good, workable condition all Buyer Items.

10.4. Title to any Buyer Items shall remain with Buyer. Supplier shall not substitute any property for or modify Buyer‐Furnished Items.

10.5. Upon Buyer’s request, Supplier shall provide an annual written inventory of Buyer's Items, including certification of compliance with this Section and proof of adequate insurance covering full replacement cost of Buyer Items.

10.6. Supplier shall, upon discovery, provide notification to Buyer if any Buyer Items are lost, damaged or destroyed. Upon completion or termination of the Order, or at any time upon Buyer's request, Supplier shall, at its own expense, dispose of Buyer Items in accordance with Buyer's instructions.

11. Changes

11.1. Buyer may unilaterally make changes within the general scope of the Order, including changes in whole or part to: (i) shipping, waste reduction or packing instructions, (ii) place of delivery, (iii) any designs, Specifications and drawings, (iv) the statement of work, (v) the method or manner of performance, (vi) Buyer Items, facilities, equipment, or materials, (vii) Prime Contract flow down requirements and/or (vii) quality requirements (collectively "Change(s)"). Supplier shall perform any Changes ordered by Buyer. Any Order terms that incorporate flexibility for variations or modifications shall not be considered Changes within the meaning of this Section.

11.2. Except as set forth herein, or as otherwise agreed, if any Change under this Section causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in price or delivery schedule or both ("Adjustment Claim"), and Buyer shall modify the Order accordingly. Supplier must submit an Adjustment Claim in writing in the form of a complete change proposal, fully supported by factual information, to Buyer no later than five (5) days after Supplier's receipt of the Change.

11.3. If the cost of property or material made obsolete or excess as a result of a Change is included in the Adjustment Claim, Buyer may direct the disposition of such property or material. Notwithstanding any pending Adjustment Claims, Supplier shall diligently proceed with the performance of the Order, as directed by Buyer.

11.4. If Supplier considers that Buyer's conduct constitutes a Change, Supplier shall notify Buyer immediately in writing as to the nature of such conduct and its effect upon Supplier's performance. Supplier shall take no action to implement any such Change without written direction from Buyer.

12. Stop Work Order

Buyer may, from time to time, require Supplier to stop all or any portion of the work called for by the Order for a period of up to 120 days at each such time, or such longer period of time as may be required by Buyer’s Customers ("Stop Work Period"). Upon receipt of written notice detailing the length and scope of the Stop Work Period, Supplier shall immediately comply with its terms at no charge. Within the Stop Work Period, Buyer may either: (i) cancel the stop‐work order and Supplier shall resume work; or (ii) terminate the work covered by the stop‐work order, for default or convenience, as the context requires, in accordance with the provisions of the Order. If Buyer has not exercised its rights set forth in either (i) or (ii) above prior to the expiration of the Stop Work Period, then at least thirty (30) days prior to said expiration, Supplier shall notify Buyer of its intent to resume work under the applicable Order and shall obtain Buyer's written consent prior to resuming work. Supplier shall not resume work under the applicable Order without Buyer’s written consent to resume work.

13. Termination for Default

13.1. Buyer may, by written notice, terminate the Order (which, for the avoidance of doubt, includes the Agreement) or any portion thereof, for default without any liability or obligation whatsoever to Supplier for the portion terminated, in the following circumstances: (i) Supplier fails to perform any material obligation hereunder, including a delivery obligation; (ii) when Buyer has reasonable grounds for insecurity, and Supplier fails to provide adequate assurances of performance within ten (10) days following Buyer's demand or, (iii) should Supplier (a) become insolvent, (b) become unable to pay its debts as they mature, (c) make a general assignment for the benefit of creditors, (d) have a receiver appointed for the whole or any substantial part of its assets, or (e) become in any way the subject of a bankruptcy petition.

13.2. Buyer shall have no liability in relation to those Goods pertaining to Orders terminated for Supplier's default. Supplier shall be liable to Buyer for any and all expenses, costs, and damages including increased re‐procurement costs, requalification costs, and other non‐recurring costs, except in the circumstance of any failure or delay constituting an "Excusable Delay" as set forth in the Section herein entitled "Force Majeure."

13.3. If the Order is entirely or partially terminated under this Section other than pursuant to Section 13.1(iii), Buyer, in addition to any other rights Buyer may have, may require Supplier, at no charge to Buyer, to: (i) deliver to Buyer all information, data, know‐ how, and other Intellectual Property, including proprietary and manufacturing information, utilized by Supplier in performing the Order; (ii) deliver the tooling and test equipment necessary to make or have made the Goods and provide technical and transition assistance; and (iii) provide to Buyer a worldwide, perpetual, non‐exclusive, fully paid, irrevocable, license, with the right to grant sublicenses, to Supplier's information, data, know‐how, and other Intellectual Property, including proprietary and manufacturing information, to the extent necessary, to enable Buyer to make, have made, use, sell and license the Goods.

14. Termination for Convenience

14.1. Buyer may, at any time, terminate all or part of the Order that is governed by its terms for its convenience upon written notice to Supplier.

14.2. Upon termination, in accordance with Buyer's written direction, Supplier will immediately: (i) cease work and place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the Order, if any; (ii) prepare and submit to Buyer an itemization of all completed and partially completed Goods and/or Services; (iii) ship to Buyer any and all Goods completed up to the date of termination at the pre‐termination Order price; and (iv) if requested by Buyer, ship any work‐in‐process.

14.3. In the event Buyer terminates for its convenience after performance has commenced, Buyer will compensate Supplier only for the actual and reasonable work‐in‐process costs incurred by Supplier on Goods required to be delivered within the Lead Time period, calculated from Buyer's issuance of the notice of termination. If the Order does not specify Lead Time, Lead Time shall be the reasonable average lead time for the Goods in accordance with Buyer data. Supplier shall use reasonable efforts to mitigate its own and Buyer's liability under this Section. In order to receive compensation, Supplier's termination claim must be submitted within thirty (30) days from the effective date of the termination.

14.4. Buyer shall not be liable to Supplier for costs or damages other than as described above, and in no event for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the price allocated to the portion of the Order terminated.

15. Insurance

15.1. Without limiting Supplier's duty to hold harmless and indemnify hereunder, Supplier agrees to secure and carry as a minimum the following insurance with respect to all work to be performed and Goods to be produced under the Order for the duration of the Order: (i) Workers' Compensation Insurance, inclusive of an alternate employer endorsement, in an amount sufficient by virtue of the laws of the Canada., foreign country, state, or other governmental subdivision in which the work or any portion of the work is performed and Employer's Liability Insurance in the minimum amount of $1,000,000 for any one occurrence; (ii) Commercial General Liability Insurance including Premises Liability and contractual Liability, in which the limit of liability for property damage and bodily injuries, including accidental death, shall be at a minimum, a combined single limit of $5,000,000 for any one occurrence; (iii) if Supplier or its subcontractors have Buyer's materials or equipment in its care, custody or control, Supplier shall have and maintain All‐Risk Property Insurance in an amount sufficient to meet or exceed the value of such material; and (iv) if Supplier is performing professional services on behalf of Buyer, Supplier shall maintain Professional Liability Insurance with a limit of no less than $5,000,000.

15.2. All such insurance shall be issued by insurers authorized to do business under the laws of the Province or jurisdiction in which all or part of the Services are to be performed, and must have an AM Best financial rating of A‐ or better or an equivalent rating as produced by another rating agency acceptable to Buyer.

15.3. The insurance coverages described above shall be in form satisfactory to Buyer, and shall contain a provision prohibiting cancellation or material change except upon at least ten (10) days' prior notice to Buyer. All such insurance policies will be primary in the event of a loss arising out of Supplier's performance of work and shall provide that where there is more than one insured the policy will operate, except for the limits of liability, as if there were a separate policy

covering each insured and shall operate without right of contribution from any other insurance carrier by Buyer. Certificates evidencing such insurance and endorsements naming Buyer as an additional insured or, in the case of All Risk Property Insurance, naming Canadian Bearings and Buyer as a loss payee, shall be filed with Buyer upon execution of the Order and before commencement of any work hereunder, and within thirty (30) days after any renewals or changes to such policies are issued. To the extent permitted by law, Supplier and its insurer(s) agree that subrogation rights against Buyer are hereby waived; such waiver shall be reflected on the insurance certificate. Supplier shall, if requested by Buyer, advise Buyer of the amount of available policy limits and the amounts of any self‐insured retention.

15.4. The certificate of insurance shall, at the request of the Buyer, identify the contract number or work to be performed and shall acknowledge that such coverage applies to liabilities incurred by Supplier, its employees, invitees or agents under the Order and that such insurance shall not be invalidated by any act or neglect of Supplier whether or not such act or neglect is a breach or violation of any warranty, declaration or condition of the policies.

15.5. Supplier shall require its subcontractors to maintain insurance in the amounts and types required by this Section.

16. Compliance with Laws

16.1. Supplier shall comply with all applicable national, provincial, state and local laws, ordinances, rules, and regulations applicable to the performance of the Order, including (i) the manufacture or provisioning of Goods, (ii) the shipping of Goods and (iii) the configuration or content of Goods for the use intended by Buyer.

16.2. Supplier shall, at the earliest practicable time, notify Buyer in writing if Supplier is subject to any federal, provincial, or foreign government criminal proceeding alleging fraud or corrupt practices, once initiated by the filing of a formal charging document in a court of law; and further notify Buyer of any subsequent malfeasance, felony convictions or deferred prosecution agreement(s) related to the foregoing.

16.3 Suppliers shall not tolerate the use of child labour in any form within their operations, supply chain, or business relationships. This commitment aligns with the provisions of Bill S-211: Canada Fighting Against Forced Labour and Child Labour in Supply Chains Act, as well as the definition of child labor set out in ILO Convention 182.

16.4. Suppliers and their business partners will comply with Canada’s prohibition on the importation of goods produced, in whole or in part, by forced or compulsory labour. This includes forced or compulsory child labour and applies to all goods, regardless of their country of origin. This import prohibition is the result of an amendment to the Customs Tariff and its Schedule, which took effect in July 2020.

16.5. Supplier recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd‐Frank Wall Street Reform and Consumer Protection Act (the "Act"), the significant legal and non‐legal risks associated with sourcing tin, tantalum, tungsten and gold (the "Conflict Minerals") from the Democratic Republic of the Congo and adjoining countries ("DRC countries"). Accordingly, Supplier commits to comply with Section 1502 of the Act and its implementing regulations; to the extent Supplier is not a "Registrant" as defined in the Act, Supplier shall comply with Section 1502 of the Act and its implementing regulations except for the filing requirements. In particular, Supplier commits to have in place a supply chain policy and processes to undertake (i) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into products it provides Buyer; (ii) due diligence of its supply chain, following a nationally or internationally recognized due diligence framework, as necessary, to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (iii) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Supplier shall take all other measures as are necessary to comply with the Section 1502 of the Act and its implementing regulations, including any amendments thereto.

16.6. Supplier represents that it shall not furnish "counterfeit goods" to Buyer, defined as Goods or separately‐identifiable items or components of Goods that may without limitation: (i) be an unauthorized copy or substitute of an original equipment manufacturer or original component manufacturer (collectively, "OEM") item; (ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re‐worked, re‐marked, re‐labeled, repaired, refurbished, or otherwise modified from OEM

design but are represented as OEM authentic or as new; or (v) have not passed successfully all OEM required testing, verification, screening, and quality control processes. Counterfeit goods shall be deemed non‐conforming, and in addition to any other rights Buyer may have at law or pursuant to an Order, the Agreement or these Terms and Conditions, Supplier shall disclose the source of the counterfeit good to Buyer and cooperate with Buyer with respect to any investigations or remedial actions undertaken by Buyer.

16.7. Supplier shall provide to Buyer, upon Buyer's reasonable request, the identity of its suppliers and/or the location of manufacture of the Goods or any subcomponents of the Goods, as applicable, to confirm compliance with legal and regulatory requirements, the Agreement, the Order and/or these Terms and Conditions.

17. Applicable Law and Forum

17.1. The Order shall be interpreted in accordance with the plain English meaning of its terms and the construction thereof shall be governed by the laws in force in the Province of Ontario. If Supplier or any of its property is entitled to immunity from legal action on the grounds of sovereignty or otherwise, Supplier hereby waives and agrees not to plead such immunity in any legal action arising out of an Order or the Agreement.

18. Order of Precedence

The order of precedence provision in an Agreement, if any, shall prevail over this Section. If there are any inconsistencies or conflicts in the provisions applicable to the Order, precedence shall be given in the following descending order: (i) the face sheets of the Order including the price, price adjustment terms, specifications, shipping, quality requirements, drawings, work statements, and modifications to the Agreement and/or these Terms and Conditions that specifically reference the section being modified; (ii) regarding product support obligations, the terms of any product support agreement entered into by the Parties; (iii) terms of the Agreement under which the Order is issued; and (iv) these Terms and Conditions.

19. Delays

Whenever there is an actual delay or threat to delay the timely performance of the Order, Supplier shall immediately notify Buyer in writing of the probable length of any anticipated delay and take, and pay for, all activity to mitigate the potential impact of any such delay.

20. Force Majeure

20.1. Supplier shall be liable for any failure or delay in performance in connection with the Order, except where such failure or delay results from causes that are, at one and the same time, unforeseeable, unavoidable, outside of its control and without its fault or negligence, provided Supplier gives Buyer, within three (3) days of Supplier's learning of such cause, written notice to the effect that a failure or delay by Supplier will occur or has occurred (an "Excusable Delay"). If a failure or delay in performance is caused by an event affecting any of Supplier's suppliers, such failure or delay shall not be excusable unless such event is an Excusable Delay as defined above and the good or service to be provided by such supplier is not obtainable by Supplier from other sources in time for timely delivery of the Goods to Buyer. Buyer may cancel without liability to Supplier its purchase of any Goods affected by Supplier's failure or delay in performance and, if the delay is expected to last for a period that could impact deliveries to Buyer's Customers, Buyer may cancel, without liability, any portion of or the entire Order.

20.2. Buyer shall be excused for any failure or delay in performance due to any cause beyond its reasonable control, including any cause attributable to Buyer's Customers.

21. Code of Conduct

This section defines the basic requirements placed on Canadian Bearings’ suppliers concerning their responsibilities towards their stakeholders and the environment.

21.1. Legal Compliance: Supplier shall comply with the laws of the applicable legal systems.

21.2. Prohibition of Corruption and Bribery: Supplier shall tolerate no form of and not engage directly or indirectly in any form of corruption or bribery and not grant, offer, or promise anything of value to a government official or to counterparty in the private sector to influence official action or obtain an improper advantage.

21.3. Fair competition, anti‐trust laws and intellectual property rights: Supplier shall act in accordance with national and international competition laws and not participate in price fixing, market or customer allocation, market sharing or bid rigging with competitors, and shall respect the intellectual property rights of others.

21.4. Conflicts of interest: Supplier shall avoid all conflicts of interest that may adversely influence business relationships.

21.5. Respect for the basic human rights of employees: Supplier shall promote equal opportunities for and treatment of its employees irrespective of skin color, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age. Suppliers shall respect the personal dignity, privacy and rights of each individual. Supplier shall not employ or make anyone work against his will. Supplier shall not engage in unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination. Suppliers shall comply with national minimum wage requirements and limits of maximum working hours laid down in applicable laws.

21.6. Prohibition of Child Laubor: Supplier shall not employ workers under the age of 15, or, in those countries subject to the developing country exception of the ILO Convention 138, workers under the age of 14.

21.7. Health and Safety of employees: Supplier shall take responsibility for the health and safety of employees; control hazards and take the best reasonably possible precautionary measures against accidents and occupational diseases; provide training and ensure that employees are educated in health and safety issues.

21.8. Environmental Protection: Supplier shall act in accordance with applicable statutory and international standards regarding environmental protection; minimized pollution and make continuous improvements in environmental protection.

21.9. Supply Chain: Supplier shall make reasonable efforts to promote among its suppliers’ compliance with this Code of Conduct.

22. Miscellaneous

22.1. Confidentiality.

All non‐public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. The buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non‐confidential basis from a third party.

22.2. Assignment.

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.

22.3. Waiver.

No waiver by either party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising,

any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22.4 Notices.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre‐paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.


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