General Terms and Conditions of Delivery

1. BRIONE'S GENERAL TERMS AND CONDITIONS
Brione Oy (hereinafter Brione) is a contract manufacturer specializing in the production of metal parts, which supplies its customers (hereinafter the 'Customer') mainly with parts and products (hereinafter the 'Products') according to their plans and drawings.

2. AGREEMENT
The agreement is concluded when,
-The parties sign the agreement, or
-The Customer accepts Brione's offer in writing, or
-Brione confirms the Customer's order with an order confirmation.

3. QUALITY OF PRODUCTS
Brione undertakes to comply with the Customer's plans, drawings and written instructions concerning the Product.
Brione must use materials that are in accordance with the most recently approved plan or otherwise approved by the Customer. Brione is responsible for the procurement of materials and production equipment, unless otherwise agreed.
Brione does not have the right to change the Product plans or the Product without the Customer's written approval. Brione, however, has the right to choose a suitable production method for the Product, unless the method is bindingly specified in the Product plan.
Brione undertakes to manufacture all Products ordered by the Customer in accordance with the plan drawn up by the Customer and/or the plan drawn up jointly by the Parties.

4. PRODUCT DEVELOPMENT
The Customer is primarily responsible for the actual design and development work of the Product and bears all costs arising therefrom. Brione has the right to submit changes to the Product plan to the Customer. The development of the proposed changes into a finished plan is the Customer's responsibility.

5. TOOLS, OTHER MANUFACTURING EQUIPMENT, RAW MATERIALS
If the Customer's tools or other manufacturing equipment or raw materials are used in the contract manufacturing of the Products, Brione will keep the property separate from the property of Brione or Third Parties and will clearly mark the property as belonging to the Customer. The Customer has the right to use the said property itself or to transfer the right to use them to a Third Party. The Customer may not, by its actions, jeopardize Brione’s ability to deliver the Products under the Manufacturing Agreement to the Customer at the agreed time.

6. USE OF SUBCONTRACTOR
Brione has the right, at its discretion, to use a subcontractor for the manufacture of the Product, unless the use of a subcontractor is specifically restricted in the Cooperation Agreement or the Manufacturing Agreement.

7. DELIVERY
Deliveries shall take place in accordance with the agreed delivery time or delivery schedule.
The delivery term of the Products shall be FCA Porvoo, unless the Parties have separately agreed in writing on another delivery term.

8. PRICES, VAT AND PAYMENT TERMS
Brione undertakes to sell the Products to the Customer at the prices set out in the agreement, offer or order confirmation. The prices and delivery terms of any prototypes and test pieces shall be agreed on a case-by-case basis based on Brione’s offer.

Value added tax shall be added to the prices at the rate in force on the date of delivery of the Product.
The payment term is 14 days net.

9. DELAY IN DELIVERY OR PAYMENT AND CONSEQUENCES OF DELAY
If Brione is unable to deliver the Product within the agreed time or the manufacturer has reason to expect that delivery will be delayed, Brione must immediately notify the Customer of the impending delay. Correspondingly, if the Customer is unable to pay for the ordered or already delivered Product within the agreed time or the Customer has reason to expect that payment will be delayed, the Customer must immediately notify Brione of any possible delay in payment. After notification of the delay, the parties undertake to immediately negotiate the consequences of the delay and measures to limit the harm.
Ownership of the manufactured products shall only be transferred to the Customer when the full purchase price has been paid.
The Customer shall pay Brione Default Interest on the delayed amount of the invoice, including VAT, in accordance with the Finnish Interest Act.

10. FORCE MAJEURE
The provisions of the current Commercial Act shall apply to force majeure.

11. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights relating to the Products and arising from their development and the cooperation between the Parties are the property of the Customer, unless otherwise agreed in writing between the Parties or otherwise arising from the rights of a Third Party. The Customer is responsible for ensuring that the production of the Product by Brione does not infringe the intellectual property rights of a Third Party.

All manufacturing methods developed by Brione are the intellectual property rights of Brione, unless otherwise agreed in writing between the Parties. Brione is responsible for ensuring that the manufacturing methods it uses do not infringe the intellectual property rights of a Third Party.

12. CONFIDENTIALITY AND SECRECY
The parties are obliged to keep secret all information received from each other in confidence during the term of the agreement, and undertake, both during the term of the agreement and after its termination, not to exploit it or disclose it to third parties.

13. NON-COMPETITION AND THE MARKETS RELATED TO THEM
Brione undertakes