1. Scope of Application

1.1 These General Terms and Conditions of Purchase (the "Terms") apply to all contracts for the purchase, acquisition, trading, delivery and, where applicable, processing, sorting, recycling, recovery, testing, analysis, storage, transport or related services concerning Primary Raw Materials, Secondary Raw Materials and other Materials, as well as any ancillary goods, works and services, between AURAC Group LLC ("Purchaser") and the supplier ("Supplier").

1.2 These Terms apply to each Purchase Order issued by Purchaser that refers to these Terms or otherwise makes them available to Supplier before or at the time of contract formation. Supplier acknowledges that Purchaser issues Purchase Orders exclusively on the basis of these Terms, unless Purchaser expressly agrees otherwise in writing.

1.3 Conflicting, additional or deviating terms of Supplier shall not apply, regardless of whether they are attached to or referenced in any quotation, acknowledgement, confirmation, delivery note, invoice, electronic platform message or other document. Purchaser's receipt of deliveries, performance, documents or invoices, payment or silence shall not constitute acceptance of Supplier's terms.

1.4 Purchaser's Supplier Code of Conduct and any policies expressly referenced in the Purchase Order or made reasonably available to Supplier form part of the Contract in the version applicable on the date of the Purchase Order. Updates to such policies apply to future Purchase Orders. Updates apply to existing Contracts only to the extent required by Applicable Laws, expressly agreed by Supplier, or not materially increasing Supplier's cost, risk or operational burden.

1.5 In the event of conflict, individually negotiated terms expressly agreed in writing by Purchaser prevail over these Terms. Otherwise, the order of precedence is: (i) any master or individually negotiated agreement signed by both parties; (ii) the Purchase Order including its schedules; (iii) these Terms; (iv) Purchaser's specifications, drawings, quality standards, compliance requirements and policies; and (v) Supplier's quotation, excluding Supplier's standard terms.

2. Definitions

2.1 "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

2.2 "Applicable Laws" means all laws, ordinances, regulations, sanctions, export control rules, customs rules, waste shipment rules, environmental laws, product safety laws, anti-bribery laws, human rights laws, labour laws and supplychain due diligence laws applicable to Supplier, Purchaser, the Materials, the place of origin, collection, processing, storage, shipment, transit, delivery, destination or use.

2.3 "Business Day" means any day other than a Saturday, Sunday or official public holiday at Purchaser's registered seat in Georgia.

2.4 "Contract" means the contract formed between Purchaser and Supplier in accordance with these Terms, including the applicable Purchase Order and all documents incorporated by reference.

2.5 "Deliverables" means all Materials, goods, works, services, samples, software, documentation, reports, data, certificates, test results, analyses and other items to be supplied by Supplier under a Contract.

2.6 "Excluded Territory" means the United States of America, including its territories and possessions.

2.7 "Materials" means Primary Raw Materials, Secondary Raw Materials and any other commodities, metals, minerals, concentrates, ores, scrap, residues, recyclates, by-products, semi-finished materials, samples and related deliverables supplied under a Contract.

2.8 "Primary Raw Materials" means raw materials obtained from extraction, mining, harvesting, production or other primary sources.

2.9 "Purchase Order" means Purchaser's written or electronic order, purchase order, call-off, release, schedule or other procurement instruction issued to Supplier.

2.10 "Secondary Raw Materials" means materials obtained from recycling, recovery, reprocessing, sorting, dismantling, industrial by-products, manufacturing scrap, end-of-life products or other secondary sources, whether or not such materials qualify as waste, by-products or end-of-waste materials under Applicable Laws.

2.11 "Specifications" means the agreed grade, composition, quality, quantity, tolerance, moisture limit, impurity limit, contamination limit, origin, documentation, packaging, labelling, technical, safety, environmental, assay and other requirements applicable to the Deliverables.

2.12 "Supplier Personnel" means Supplier's employees, directors, officers, agents, subcontractors, carriers, brokers, upstream suppliers, consultants and other persons engaged by Supplier in connection with a Contract.

2.13 "Work Results" means all results specifically created for Purchaser under a Contract, including designs, drawings, software, documentation, reports, data, databases, models, tools, moulds, tooling, analyses, test methods and other work products.

3. Offers, Formation of Contract and Order Confirmation

3.1 Offers made by Supplier are binding and, unless otherwise stated, valid for two (2) weeks from receipt by Purchaser.

3.2 A Purchase Order constitutes Purchaser's offer to contract on these Terms. Supplier accepts the Purchase Order by written confirmation, electronic acceptance, commencement of performance, dispatch of Deliverables or other conduct objectively indicating acceptance.

3.3 Until acceptance by Supplier, Purchaser may revoke, amend or replace its Purchase Order at any time.

3.4 Any purported acceptance by Supplier that includes or refers to Supplier's standard terms shall be deemed an acceptance of the Purchase Order without such terms, unless Purchaser expressly agrees to the variation in writing. Any acknowledgement, confirmation or invoice purporting to vary these Terms shall have no effect unless expressly accepted in writing by Purchaser.

3.5 Supplier shall confirm each Purchase Order within the period requested by Purchaser. Failure to confirm within such period does not prevent contract formation by Supplier's conduct under Clause 3.2.

4. Prices, Taxes and Payment

4.1 Unless otherwise stated in the Purchase Order, prices are fixed and include all costs, charges, packaging, insurance, loading, transport, export formalities, customs formalities, duties, fees and other amounts payable by Supplier under the applicable Incoterms(R) 2020 rule and the Contract.

4.2 Any VAT, import VAT, sales tax, GST or similar indirect tax chargeable to Purchaser under Applicable Laws shall be shown separately on a valid tax invoice. Supplier shall be responsible for all taxes, levies, customs duties, charges and formalities within Supplier's responsibility under the Contract, the applicable Incoterms(R) rule and Applicable Laws.

4.3 Supplier shall bear all costs, losses, duties, taxes, demurrage, storage charges, penalties and administrative charges caused by incorrect classification, origin declarations, customs documents, waste shipment documents, permits, licences, invoices or other compliance documentation.

4.4 Payment shall be made after complete and conforming receipt of the Deliverables, receipt of all required documents, completion of any agreed inspection, sampling or assay process, receipt of final accepted net dry weight and assay results where applicable, and receipt of a valid invoice. Unless otherwise agreed, payment shall be made either within fourteen (14) days with a three percent (3%) early payment discount or within thirty (30) days net.

4.5 Purchaser may take the early payment discount even where Purchaser sets off claims, withholds disputed amounts, retains payments due to non-conformity or missing documents, or exercises any contractual remedy. Payment does not constitute acceptance, waiver, acknowledgement of conformity or release of Supplier.

4.6 Purchaser may withhold payment in whole or in part where Deliverables are non-conforming, contaminated, unlawfully sourced, incorrectly classified, unlawfully shipped, incomplete, undocumented, subject to third-party claims, or otherwise affected by a material compliance, title, quality or delivery issue.

4.7 If an unforeseeable event beyond the reasonable control of the parties causes a material change in the economic basis of a Contract and increases Supplier's direct cost of performance by more than ten percent (10%), either party may request good-faith negotiations. If no agreement is reached within ten (10) Business Days, Purchaser may terminate the affected Purchase Order without liability for anticipated profits, provided that Purchaser shall pay for conforming Deliverables properly supplied before termination.

5. Delivery Dates, Delays, Contractual Penalty and Cover Purchase

5.1 Agreed delivery dates, performance dates, collection dates, shipping windows and document delivery dates are binding. Time is of the essence unless Purchaser expressly agrees otherwise in writing.

5.2 Supplier shall notify Purchaser immediately in writing of any actual or threatened delay, stating the reasons, expected duration, affected quantities, mitigation measures and revised delivery plan. Such notification does not release Supplier from liability.

5.3 Supplier is liable for all losses, damages, costs and expenses arising from delay, including replacement procurement costs, cover purchase costs, price differences, transport costs, expedited freight, storage, demurrage, testing costs, administrative costs, legal fees and customer claims.

5.4 If Supplier fails to meet an agreed delivery or performance date, Supplier shall pay a contractual penalty at the rate of 0.1 percent of the value of the delayed Deliverables for each Business Day of delay, capped at 5 percent of the relevant Purchase Order value. The contractual penalty is due irrespective of proof of actual loss and without prejudice to Purchaser's right to demand timely performance and to claim further damages to the extent permitted by Georgian law. The parties agree that the penalty is stipulated specifically for delayed performance. Any contractual penalty paid shall be credited against damages to the extent required by Applicable Laws. The parties acknowledge that the Civil Code of Georgia permits contractual penalties and that a court may reduce an unreasonably high penalty where mandatory law so requires.

5.5 The contractual penalty shall not accrue to the extent Supplier proves that the delay was directly caused by a Force Majeure Event under Clause 26 and that Supplier complied with its notice and mitigation obligations.

5.6 If Supplier fails to deliver conforming Deliverables on time, delivers non-conforming Deliverables, fails to provide required documents or otherwise materially breaches the Contract, Purchaser may purchase substitute materials, goods or services from third parties. Supplier shall reimburse Purchaser for all additional costs, including price differences, transport costs, inspection costs, expedited freight, storage, demurrage, administrative costs and reasonable legal fees. Purchaser's right to cover purchase is without prejudice to contractual penalties, termination rights, indemnities and any other rights or remedies

6. Incoterms, Place of Delivery, Shipping Documents and Packaging

6.1 Unless otherwise stated in the Purchase Order, delivery shall be DDP Incoterms(R) 2020 to the place named in the Purchase Order. If DDP is not legally or operationally feasible, delivery shall be DAP Incoterms(R) 2020 to the place named by Purchaser, unless Purchaser expressly agrees another Incoterms(R) rule in writing.

6.2 Supplier shall remain responsible for all export clearance, shipment documentation, certificates of origin, customs classification, waste shipment documents, permits, consents, licences and other documents required up to delivery. Supplier shall not dispatch Deliverables until all legally required approvals and documents have been obtained and provided to Purchaser.

6.3 Unless otherwise agreed, delivery shall be made to the delivery address indicated in the Purchase Order. Where Supplier arranges carriage, Supplier shall select suitable, lawful and cost-effective freight conditions and prepare all transport documents.

6.4 Each delivery shall include shipping documents indicating the Purchase Order number, order date, line item numbers, quantity, weight, origin, classification, transport route and, where applicable, waste classification, customs code, batch number, container number and certificate references. Electronic delivery documentation is preferred.

6.5 Supplier shall comply with all legal requirements relating to delivery, transport, packaging, marking and labelling, including all applicable local, foreign, transit and destination-country regulations.

6.6 Supplier is liable for all damage, contamination, delay, rejection, seizure, regulatory action or loss caused by insufficient, faulty, unlawful or misleading packaging, marking, labelling or documentation.

6.7 Packaging becomes the property of Purchaser or, at Purchaser's option, shall be taken back by Supplier free of charge. Packaging costs will be reimbursed only if expressly agreed in the Purchase Order.

6.8 The use of packaging materials classified as hazardous, restricted or special waste under Applicable Laws is not permitted unless expressly approved by Purchaser in writing. If such materials are delivered without approval, Purchaser may return them at Supplier's expense, require Supplier to collect them, or dispose of them properly at Supplier's cost.

7. Transfer of Risk and Title

7.1 Risk of loss or damage shall pass to Purchaser in accordance with the agreed Incoterms(R) 2020 rule, provided that risk shall not pass before physical delivery at the named place and a reasonable opportunity for Purchaser to inspect the Deliverables where inspection or acceptance is required.

7.2 Risk in non-conforming, contaminated, incorrectly classified, unlawfully sourced, unlawfully shipped, incomplete or undocumented Deliverables remains with Supplier until Purchaser expressly accepts such Deliverables in writing.
7.3 Title to the Deliverables shall pass to Purchaser upon the earlier of physical delivery at the named place, payment, or acceptance where acceptance is expressly required, free from any retention of title, lien, charge, pledge, encumbrance or third-party right. Any retention-of-title rights asserted by Supplier or its upstream suppliers are excluded.

7.4 Supplier warrants that it has full right, title and authority to sell and transfer the Deliverables and that no third party has any ownership, security, retention-of-title, seizure, confiscation, tracing or recovery claim in respect of the Deliverables.

8. Materials Classification, Origin and Chain of Title

8.1 Supplier represents and warrants that all Materials supplied under a Contract conform strictly to the agreed Specifications, including grade, composition, quality, quantity, moisture limits, impurity limits, contamination limits, origin requirements and documentation requirements.

8.2 Supplier represents and warrants that all Materials are lawfully sourced, collected, extracted, produced, recycled, recovered, processed, stored, transported, exported, imported and supplied.

8.3 Supplier represents and warrants that all Materials are supplied with good and marketable title, free from any lien, charge, retention of title, encumbrance, third-party right, seizure risk, confiscation risk or ownership dispute.

8.4 Supplier shall not supply Materials that are stolen, illegally mined, illegally exported, illegally imported, unlawfully recycled, unlawfully collected, unlawfully obtained, subject to illegal waste shipment, connected with forced labour or otherwise tainted by illegality.

8.5 Supplier shall not supply Materials that originate from, involve or benefit any sanctioned, restricted, embargoed or prohibited person, entity, vessel, country, region, end-use or supply chain.

8.6 Supplier shall provide Purchaser with all documents reasonably required by Purchaser, including certificates of origin, certificates of analysis, assay reports, weighbridge tickets, customs documents, export and import licences, transport documents, safety data sheets, waste classification documents, end-of-waste evidence, chain-of-custody records, supplier declarations and any other compliance documentation required under Applicable Laws or the Purchase Order.

8.7 Supplier shall maintain complete records evidencing origin, chain of custody, lawful sourcing, ownership chain, compliance status, classification, shipment and quality for at least ten (10) years after delivery, or longer if required by Applicable Laws, and shall provide such records to Purchaser upon request.

9. Secondary Raw Materials, Waste, End-of-Waste and Shipment Compliance

9.1 Where Materials are or have been waste, scrap, residues, recyclates, by-products or materials derived from waste streams, Supplier shall be solely responsible for determining, documenting and proving their correct legal classification under Applicable Laws, including whether such Materials qualify as waste, hazardous waste, non-hazardous waste, green-listed waste, by-products or end-of-waste materials.

9.2 Supplier shall not supply any Materials that are classified as hazardous waste, restricted waste, radioactive material, contaminated material, illegally shipped waste or material subject to prior informed consent or other shipment restrictions unless expressly approved by Purchaser in writing and unless all permits, notifications, consents and documents required under Applicable Laws have been obtained before shipment.

9.3 Supplier shall provide Purchaser before dispatch with all classification codes and documents required for lawful shipment, transit, import, export, storage, processing, use, resale or recovery of the Materials, including, where applicable, Basel Convention codes, OECD codes, EU waste codes, Georgian or other national waste codes, Annex VII documents, notification documents, prior informed consent documents, end-of-waste certificates and evidence of environmentally sound management.

9.4 If any Materials are shipped from, to, within or through Georgia, the European Union, the United Kingdom or any jurisdiction applying Basel Convention, OECD or comparable waste shipment controls, and are or may be classified as waste, Supplier shall comply with all applicable Georgian, EU, UK, national and international waste shipment rules, including the Waste Management Code of Georgia, the Law of Georgia on the Import, Export and Transit of Waste, Regulation (EU) 2024/1157 on shipments of waste, Regulation (EC) No 1013/2006 to the extent applicable during any transitional period, the Basel Convention, OECD rules and all national implementing rules.

9.5 Supplier shall be responsible for all notifications, consents, permits, Annex VII documents, movement documents, electronic submissions, facility audits, recovery or disposal confirmations and other requirements applicable to the shipment. Supplier shall not dispatch any Materials until all legally required approvals and documents have been obtained and provided to Purchaser.
9.6 Supplier shall indemnify Purchaser against all losses, delays, storage costs, demurrage, seizure, confiscation, fines, penalties, return shipment costs, disposal costs, treatment costs, legal fees and third-party claims arising from incorrect classification, missing documents, illegal shipment, contamination or breach of waste shipment laws.

9.7 Purchaser may reject, quarantine, return, dispose of or require Supplier to collect any Materials affected by incorrect classification, missing documents, illegal shipment, contamination or regulatory concern, at Supplier's risk and expense.

10. . Quantity, Weight, Sampling, Assay and Quality

10.1 Excess, short or partial deliveries are not permitted unless expressly agreed by Purchaser. Quantities shall be determined according to the measurements, weighing, sampling and assay procedures applied by Purchaser or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser.

10.2 Unless otherwise agreed in the Purchase Order, quantity and quality shall be determined by Purchaser at the place of delivery or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser. Purchaser's measurements, weights, sampling results and assay results shall be binding unless Supplier proves manifest error.

10.3 Supplier shall provide representative samples, retain split samples and cooperate with all inspection, weighing, sampling and assay procedures required by Purchaser. Supplier shall not manipulate, blend, dilute, contaminate, mislabel or otherwise distort samples or Materials.

10.4 Where Materials are priced by weight, metal content, purity, moisture, grade or other analytical parameters, payment shall be based on the final accepted net dry weight and final assay results after deductions for moisture, impurities, contamination, penalties, treatment charges, refining charges and other agreed deductions.

10.5 Supplier warrants that the Deliverables comply with the Specifications, Purchase Order, agreed product descriptions, samples, catalogue information, certificates, statements, advertising claims, Applicable Laws, recognised industry standards and good industry practice.

10.6 Supplier warrants that the Materials are free from prohibited contamination, radioactive contamination, hazardous substances, explosive materials, toxic substances, asbestos, mercury, excessive moisture, foreign matter and any other impurities exceeding the Specifications or legal limits.

10.7 Supplier shall provide comprehensive documentation in English and, where expressly requested in the Purchase Order, in German, free of charge. For chemicals, hazardous substances, waste-derived materials or regulated materials, Supplier shall provide safety instructions, safety data sheets and all legally required compliance documentation, including REACH/RoHS documentation where applicable to the Deliverables or destination market.

10.8 Materials or goods obtained from third parties must be carefully inspected by Supplier. Supplier may only use reliable, lawful and compliant upstream suppliers and shall be responsible for the acts, omissions, breaches and supply-chain failures of upstream suppliers.

10.9 Supplier shall ensure the availability of spare parts, wear parts or functionally equivalent successors for any equipment, tooling or ancillary goods supplied to Purchaser for at least ten (10) years after the last delivery, unless the Purchase Order provides otherwise. Supplier shall give Purchaser at least twelve (12) months' written notice of any end-of-life decision and shall offer a last-time-buy opportunity.

10.10 On reasonable prior notice and during normal business hours, Purchaser may audit Supplier's relevant facilities, processes, quality records, compliance records, chain-of-custody records and shipment records, including those of approved subcontractors and critical upstream suppliers, to verify compliance with the Contract and Applicable Laws. Audits shall be conducted in a manner that minimises disruption and respects confidentiality, provided that Supplier shall ensure sufficient flow-down rights to enable such audits.

11. . Acceptance, Notification of Defects and Remedies

11.1 Where the Contract requires acceptance, Purchaser shall inspect and test the Deliverables within a reasonable period after delivery or completion. Acceptance occurs only upon Purchaser's written acceptance or deemed acceptance after the period expressly stated in the Purchase Order, if any.

11.2 Purchaser shall inspect Deliverables within a reasonable time after delivery. Obvious defects and quantity deviations shall be notified within four (4) weeks after delivery; hidden defects shall be notified without undue delay after discovery. Purchaser's statutory and contractual rights in case of fraud, wilful concealment or defects not reasonably detectable by ordinary inspection remain unaffected.

11.3 Purchaser may require Supplier, at Purchaser's option, to repair, replace, re-perform, sort, clean, reclassify, re-document or otherwise remedy defective or non-conforming Deliverables within a reasonable period specified by
Purchaser. Further statutory and contractual rights, including price reduction, damages, rescission, cover purchase, rejection and termination, remain unaffected.

11.4 If Supplier does not remedy the defect or non-conformity within the required period, or in urgent cases where delay would create material commercial, safety, regulatory or supply-chain risk, Purchaser may remedy the issue itself or through third parties at Supplier's cost.

11.5 The warranty period is thirty-six (36) months from delivery, or where acceptance is agreed, from acceptance. Longer mandatory or contractual warranty or limitation periods remain unaffected and take precedence.

11.6 Repaired, replaced or re-performed Deliverables shall be warranted anew for the longer of twelve (12) months from repair, replacement or re-performance or the remainder of the original warranty period.

12. . Liability, Indemnity and Insurance

12.1 Supplier shall be liable without limitation for all losses, damages, costs and expenses arising from or in connection with: (a) defective, non-conforming, contaminated, unlawfully sourced or unlawfully shipped Materials; (b) breach of title, origin, sanctions, export control, customs, environmental, waste shipment or compliance warranties; (c) third-party claims, regulatory investigations, seizures, fines, penalties, recalls, returns, rejections or disposal orders; (d) fraud, wilful misconduct, gross negligence or intentional breach; (e) infringement of third-party rights; (f) breach of confidentiality; and (g) acts or omissions of Supplier Personnel.

12.2 Supplier shall indemnify Purchaser, upon first written demand, against all liabilities, losses, damages, claims, fines, penalties, costs and expenses, including reasonable legal fees, arising from the manufacture, sourcing, collection, recycling, recovery, classification, documentation, delivery, storage, use, resale or regulatory handling of the Deliverables, except to the extent directly caused by Purchaser's gross negligence or wilful misconduct.

12.3 Supplier shall reimburse Purchaser for all direct losses, replacement procurement costs, cover purchase costs, price differences, transport costs, storage costs, demurrage, testing costs, inspection costs, sorting costs, treatment costs, disposal costs, legal fees and customer claims arising from Supplier's breach.

12.4 Purchaser shall notify Supplier of material third-party claims for which indemnity is sought, allow Supplier to participate in the defence where appropriate, and provide reasonable cooperation. Supplier shall not settle any claim in a manner that imposes liability, admission, restriction or obligation on Purchaser without Purchaser's prior written consent.

12.5 Supplier shall maintain insurance appropriate to its obligations and risk profile, including product liability insurance with a minimum coverage of EUR 10 million per occurrence for personal injury and property damage, public liability insurance, employer's liability insurance and, where services, software, design, engineering, data processing or professional advice are supplied, professional indemnity and cyber liability insurance. Supplier shall provide certificates of insurance upon request. Insurance shall not limit Supplier's liability.

13. Intellectual Property and Work Results

13.1 Supplier assigns to Purchaser, by way of present assignment of existing rights and assignment of future rights, all right, title and interest in and to the Work Results specifically created for Purchaser under the Contract, including all intellectual property rights therein, to the fullest extent permitted by Applicable Laws.

13.2 To the extent any Work Results or rights therein cannot be assigned by law, Supplier grants Purchaser an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, further develop, distribute, manufacture, have manufactured, maintain and otherwise exploit the Work Results for any purpose.

13.3 Supplier shall execute and procure the execution of all documents and take all actions reasonably required to perfect, record or evidence Purchaser's ownership or licence rights. Supplier shall ensure that its employees, contractors and subcontractors validly assign or license all rights required for Supplier to comply with this Clause 13.

13.4 Supplier retains ownership of its pre-existing intellectual property ("Background IP"). To the extent Background IP is embedded in or necessary to use, maintain, repair, reproduce, modify or exploit the Deliverables or Work Results, Supplier grants Purchaser a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use such Background IP for those purposes, including interoperability, maintenance and the manufacture or procurement of spare and replacement parts.

13.5 Supplier shall not incorporate open-source software, third-party materials or Background IP into the Work Results unless disclosed to and approved by Purchaser in writing. Supplier shall bind subcontractors and contributors to obligations no less stringent than this Clause 13.
13.6 To the extent permitted by Applicable Laws, Supplier waives, and shall procure the waiver or non-assertion of, moral rights and similar rights that could restrict Purchaser's use or exploitation of the Work Results.

14. . Set-off, Rights of Retention and Assignment

14.1 Supplier may exercise rights of set-off, retention or withholding only in respect of counterclaims that are undisputed or have been finally determined by a competent court or arbitral tribunal. This also applies to defences of non-performance to the maximum extent permitted by Applicable Laws.

14.2 Supplier may not assign, transfer, pledge, factor, encumber or otherwise dispose of its contractual rights or claims without Purchaser's prior written consent.

14.3 Purchaser may set off amounts owed by Purchaser to Supplier against amounts owed by Supplier to Purchaser. To the extent permitted by Applicable Laws, Supplier agrees that Purchaser may also set off claims assigned to Purchaser by any Purchaser Affiliate or claims owed by Supplier to any Purchaser Affiliate where Purchaser acts as collection agent for such Affiliate.

15. . Site Access, Safety and Security

15.1 When Supplier Personnel access Purchaser sites or third-party sites designated by Purchaser, Supplier shall comply with Purchaser's site rules, health and safety policies, security policies and Applicable Laws.

15.2 Purchaser may conduct reasonable access, identity, vehicle, goods and baggage controls by authorised personnel for safety, security, compliance and loss-prevention reasons. Personal searches require prior consent and shall comply with Applicable Laws, including employment and data protection laws. Purchaser may deny access to any person who refuses a lawful control.

15.3 Supplier shall ensure that Supplier Personnel are properly trained, authorised, insured and equipped for site access and shall be responsible for their acts and omissions.

16. . Confidentiality

16.1 Supplier shall keep confidential all information, drawings, designs, plans, data, specifications, prices, analyses, reports, samples, business information, technical information, trade secrets and other information obtained in connection with the Contract, whether disclosed by Purchaser or generated for Purchaser.

16.2 Supplier shall not disclose confidential information to third parties or use it for any purpose other than performance of the Contract. This obligation does not apply to information that Supplier proves was already lawfully known, publicly available without breach, independently developed without use of Purchaser information, or required to be disclosed by law.

16.3 If disclosure is required by law, Supplier shall, to the extent legally permitted, notify Purchaser before disclosure and limit disclosure to the minimum legally required.

16.4 The existence of the Contract, the Purchase Order, pricing, supply volumes, trading strategy and resulting work processes shall also be treated as confidential.

16.5 Documents, samples, software, data carriers and other materials provided by Purchaser shall be kept securely, used only for contractual purposes and returned or securely deleted upon request or when no longer required.

16.6 Supplier shall inform its employees, subcontractors and other Supplier Personnel of these obligations and ensure their compliance. Supplier remains liable for breaches by Supplier Personnel.

16.7 Confidentiality obligations survive for five (5) years after termination or expiry. Trade secrets shall remain protected for as long as they remain trade secrets. The parties acknowledge that unauthorised disclosure may cause irreparable harm and that Purchaser may seek injunctive, interim or equitable relief.

17. Affiliate and Customer Claims; IP Infringement Indemnity

17.1 Supplier warrants that the Deliverables and Work Results do not infringe third-party rights in any jurisdiction where they are manufactured, sourced, processed, delivered, used, resold or otherwise exploited.

17.2 Supplier shall indemnify, defend and hold harmless Purchaser, its Affiliates, officers, directors, employees, customers and end users from and against all claims, losses, liabilities, costs and expenses, including reasonable legal fees, arising from alleged or actual infringement of intellectual property or other third-party rights.

17.3 In the event of an infringement claim or material risk of infringement, Supplier shall, at Purchaser's option and at Supplier's cost: (a) procure the right to continue using the affected Deliverables or Work Results; (b) modify or replace them so they are non-infringing without loss of functionality, quality, performance or compliance; or (c) take back the affected Deliverables at Supplier's cost and refund the price, without prejudice to Purchaser's further rights.

17.4 Purchaser may enforce Supplier's indemnities and recover losses suffered by Purchaser Affiliates, customers and end users to the extent permitted by Applicable Laws. This Clause 17 survives termination.

18. . Subcontractors and Upstream Suppliers

18.1 Supplier shall not subcontract any material part of its obligations without Purchaser's prior written consent. Planned material subcontractors shall be notified to Purchaser in reasonable time before engagement.

18.2 Supplier remains fully responsible for all acts, omissions, breaches and supply-chain failures of subcontractors, carriers, brokers, agents and upstream suppliers as if they were Supplier's own.

18.3 Supplier shall ensure that approved subcontractors and critical upstream suppliers are bound by written obligations no less protective of Purchaser than these Terms, including confidentiality, compliance, audit, data protection, intellectual property, sanctions, export control, waste shipment and business continuity obligations.

18.4 Supplier shall maintain an up-to-date list of material subcontractors and critical upstream suppliers involved in the Deliverables and shall provide it to Purchaser upon request where required for compliance, audit or risk-management purposes.

19. Advertising and Publicity

19.1 Supplier shall not refer to the business relationship with Purchaser, Purchaser's name, trademarks, logos, projects, orders, materials, volumes or specifications in advertising, publications, press releases, websites, social media, customer lists or presentations without Purchaser's prior written consent.

20. Change Control

20.1 Supplier shall not change the Materials, Specifications, origin, upstream supplier, production process, recycling process, classification, waste status, treatment process, shipment route, carrier, packaging, labelling or documentation without Purchaser's prior written consent where such change may affect quality, compliance, price, delivery, origin, customs treatment, sanctions/export control status, waste classification or Purchaser's intended use.

20.2 Purchaser may request changes to the Deliverables, Specifications, delivery schedule, packaging, documentation or compliance requirements. Supplier shall promptly inform Purchaser of any effect on cost, timing, quality or compliance. No change is binding unless confirmed by Purchaser in writing.

20.3 Supplier shall notify Purchaser without undue delay of any actual or anticipated change in Applicable Laws, permits, licences, classification, sanctions/export control status, waste shipment status or supply-chain status affecting the Deliverables or Supplier's performance.

21. Termination and Step-in

21.1 Either party may terminate the Contract in whole or in part with immediate effect for good cause, including material breach not remedied within ten (10) Business Days after written notice, insolvency events, persistent delays, material compliance concerns, loss of required licences or permits, or circumstances making lawful performance impossible or commercially unreasonable for Purchaser.

21.2 Purchaser may terminate the Contract or any Purchase Order for convenience, in whole or in part, by written notice with thirty (30) days' notice. Supplier shall cease work, avoid further costs and mitigate losses. Purchaser shall pay for conforming Deliverables properly performed and accepted up to termination and for non-cancellable costs expressly approved by Purchaser in writing. Supplier is not entitled to anticipated profits, lost margin or damages for terminated future performance.

21.3 In case of material default endangering timely delivery, quality, safety, compliance or continuity of supply, Purchaser may, after written notice and lapse of a reasonable cure period, perform itself or engage third parties to perform Supplier's obligations at Supplier's cost.

21.4 For the purpose of exercising step-in rights, Supplier grants Purchaser a temporary, non-exclusive, royalty-free licence to use Supplier's materials, documentation, tools, access rights, information and work-in-progress strictly to the extent necessary to mitigate Supplier's default and ensure continuity of supply.

21.5 Upon Purchaser's request, Supplier shall assign to Purchaser, or procure assignment of, critical subcontracts related to the Deliverables to ensure continuity of supply. Supplier shall ensure that critical subcontracts permit such assignment or step-in where reasonably required by Purchaser.

22. . Product Recall, Regulatory Action and Rejection

22.1 Supplier shall promptly notify Purchaser of any actual or suspected defect, contamination, safety issue, regulatory non-compliance, incorrect classification, unlawful shipment, third-party claim, seizure risk or other issue that may require a field action, recall, withdrawal, customer notification, regulatory notification, return shipment, quarantine or disposal.

22.2 Supplier shall cooperate fully with Purchaser and competent authorities in investigating, containing, correcting and documenting any such issue. Purchaser may control communications with its customers, authorities and business partners.

22.3 To the extent caused by Supplier's breach, defect, contamination, incorrect classification, unlawful shipment or non-compliance, Supplier shall bear all reasonable costs of investigation, containment, replacement, recall, customer communication, regulatory response, quarantine, return shipment, disposal and corrective action.

22.4 Purchaser may reject, quarantine, return, re-route, dispose of or require Supplier to collect any Deliverables that are defective, non-conforming, contaminated, unsafe, radioactive, incorrectly classified, unlawfully sourced, unlawfully shipped or insufficiently documented, at Supplier's risk and expense.

23. . Place of Performance, Jurisdiction and Governing Law

23.1 The place of performance for all contractual obligations is the respective delivery address indicated by Purchaser, unless otherwise expressly agreed in the Purchase Order.

23.2 To the extent permissible by law, the courts at the registered seat of Purchaser in Georgia shall have exclusive jurisdiction for all disputes arising out of or in connection with the Contract. Supplier shall bring proceedings only before such courts.

23.3 Purchaser may, at its sole option, bring proceedings against Supplier before the courts at Purchaser's registered seat in Georgia, the courts of Supplier's place of incorporation or registered office, the courts of the place where Supplier's assets are located, or any court competent to grant interim, protective, injunctive or enforcement measures.

23.4 These Terms and the contractual relationship between Purchaser and Supplier are governed exclusively by the laws of Georgia, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent otherwise applicable, is excluded.

24. . Compliance, Anti-Bribery and Supply Chain Due Diligence

24.1 Supplier shall comply with all Applicable Laws relating to anti-bribery, anti-corruption, human rights, labour, health and safety, environmental protection, product compliance, forced labour, modern slavery, child labour, conflict minerals, responsible sourcing and supply-chain due diligence, to the extent applicable to Supplier, the Deliverables, the destination market or the performance of the Contract.

24.2 Supplier shall comply with Purchaser's Supplier Code of Conduct and recognised international standards on human rights, labour, environment and anti-corruption to the extent applicable to Supplier's role, size, risk profile and supply chain.

24.3 Supplier shall not offer, promise, give, request or accept any bribe, kickback, facilitation payment, improper advantage or anything of value intended to influence a decision or obtain an improper benefit in connection with the Contract.

24.4 Where the Materials include or may include tin, tantalum, tungsten, gold, cobalt, lithium, nickel, natural graphite, rare earths, strategic raw materials, critical raw materials or any other materials subject to supply-chain due diligence requirements, Supplier shall maintain and provide upon request appropriate due diligence records, chain-of-custody documentation, country-of-origin information, smelter/refiner information, risk assessments, audit reports and corrective-action records.

24.5 Supplier shall comply, to the extent applicable, with Georgian, EU, UK and national due diligence and transparency requirements relating to minerals and metals from conflict-affected areas, child labour, forced labour, modern slavery, conflict minerals, illegal mining, illegal waste shipment, environmental harm and comparable supply-chain due diligence regimes in the place of origin, transit, delivery or destination.

24.6 Supplier shall not supply Materials connected with armed conflict, forced labour, child labour, human trafficking, illegal mining, illegal waste shipment, serious environmental harm, corruption, sanctioned parties or other severe adverse impacts.
24.7 Supplier shall maintain risk-based compliance procedures appropriate to its size, role and risk profile, including due diligence, training, books and records, reporting and corrective-action processes. Supplier shall implement and publicise a confidential reporting channel where appropriate to Supplier's risk profile and Applicable Laws.

24.8 Upon reasonable request, Supplier shall provide information and evidence required for Purchaser to verify compliance with Applicable Laws and Purchaser's Supplier Code of Conduct. Supplier shall permit reasonable audits, including site visits, by Purchaser or third parties mandated by Purchaser and shall promptly remedy findings.

24.9 Purchaser may reject Materials, suspend payment, suspend performance, terminate the affected Contract and recover all losses if Supplier breaches this Clause 24 or fails to provide satisfactory evidence of compliance.

25. . Export Controls, Sanctions and Excluded Territory

25.1 The parties do not intend the Materials to be supplied, shipped, resold, processed, incorporated, used or otherwise made available in or for the Excluded Territory unless Purchaser gives prior written consent.

25.2 Supplier shall not supply Materials that require shipment to, from or through the Excluded Territory or that require U.S. import formalities, U.S. customs clearance or U.S. destination compliance, unless expressly agreed by Purchaser in writing.

25.3 Supplier represents and warrants that it, its Affiliates, subcontractors, carriers, brokers, upstream suppliers and relevant personnel comply with all applicable sanctions, export control, customs, import, anti-boycott and trade compliance laws, including those of Georgia, the European Union, the United Kingdom, the People's Republic of China and any country of origin, transit or destination.

25.4 U.S. export control or sanctions laws shall apply only to the extent a U.S. nexus exists, including U.S.-origin items, items subject to the U.S. Export Administration Regulations, U.S. persons, U.S. dollar clearing, U.S. technology, U.S. software or other legally relevant U.S. connections. Supplier shall notify Purchaser before acceptance of the Purchase Order if any Deliverables, documents, technology, software, supplier, subcontractor, vessel, payment route, origin, transit route, destination, end-use or end-user may create U.S. nexus or any licence, authorisation, restriction or prohibition under Applicable Laws.

25.5 Supplier shall provide Purchaser with all export control classifications, customs tariff classifications, country-of-origin information, licence requirements, end-use restrictions and sanctions-relevant information applicable to the Deliverables.

25.6 Supplier shall not supply any Deliverables involving restricted parties, sanctioned parties, prohibited destinations, prohibited end uses, military end uses, diversion risks, restricted vessels, shell entities or entities owned or controlled by sanctioned or restricted persons.

25.7 Supplier shall notify Purchaser without undue delay of any change in classification, licence status, sanctions status, ownership or control, end-use restriction, origin, transit route, destination, vessel, payment route or other trade compliance matter affecting the Deliverables or Supplier's performance.

25.8 Purchaser may suspend performance, reject Deliverables, withhold payment or terminate the affected Contract if Purchaser reasonably determines that continued performance may create sanctions, export control, customs, anti-boycott or trade compliance risk.

26. Force Majeure

26.1 "Force Majeure Event" means an event beyond the affected party's reasonable control that could not have been prevented by reasonable measures, including natural disasters, war, terrorism, riots, epidemics or pandemics, governmental actions, general strikes, widespread power or telecommunication outages, port closures or legally binding trade restrictions. Lack of personnel, materials, components, finance or capacity, and strikes limited to the affected party's operations, are not Force Majeure unless directly caused by a Force Majeure Event and not reasonably avoidable or mitigable.

26.2 The affected party shall notify the other party in writing without undue delay and in any event within five (5) Business Days, describing the event, expected duration, affected obligations and mitigation measures. The affected party shall use all reasonable efforts to mitigate and overcome the effects.

26.3 Deadlines and delivery dates shall be extended only by the period during which performance is directly prevented by the Force Majeure Event and the time reasonably required to resume performance. The unaffected party may request partial deliveries, alternative routes, substitute materials and reasonable volume allocation.

26.4 Supplier shall allocate available capacity and inventory to Purchaser on a fair and non-discriminatory basis and no less favourably than to similarly situated customers.
26.5 If a Force Majeure Event continues for more than thirty (30) consecutive days, the parties shall discuss schedule, routing and volume adjustments in good faith. If no solution is reached within ten (10) additional days, either party may terminate the affected part upon written notice without liability for non-performance caused by the Force Majeure Event. Payment obligations for Deliverables already received and accepted remain unaffected.

27. . Data Protection

27.1 The parties do not intend Supplier to process personal data on behalf of Purchaser under the Contract. Any processing of personal data shall be limited to ordinary business contact data required for contract administration, logistics, invoicing, compliance checks and communication.

27.2 Each party shall comply with the data protection and privacy laws applicable to it, including the Law of Georgia on Personal Data Protection and, where applicable, the EU GDPR or other mandatory data protection laws.

27.3 If Supplier processes personal data on behalf of Purchaser or obtains access to Purchaser personal data beyond ordinary business contact data, Supplier shall notify Purchaser in advance and the parties shall enter into an appropriate data processing agreement before such processing begins.

27.4 Supplier shall implement appropriate technical and organisational measures to protect personal data processed in connection with the Contract and shall notify Purchaser without undue delay of any personal data breach affecting Purchaser data.

28. . Notices, Written Form and No Oral Modification

28.1 Any notice under the Contract shall be in writing and delivered by hand, courier, registered mail or email to the addresses specified in the Purchase Order or otherwise notified in writing by the receiving party.

28.2 Notices by email shall be deemed received when sent, provided that no automated delivery failure notice is received, or on the next Business Day if sent outside normal business hours at the recipient's place of business.

28.3 Amendments and supplements to the Contract, including this written form clause, must be made in writing. Email is sufficient unless Applicable Laws require a stricter form.

28.4 No waiver of any right shall be effective unless in writing. Failure or delay to exercise a right does not operate as a waiver.

28.5 The Contract may be executed, accepted or amended electronically, including by email, electronic signature or electronic procurement platform, unless Applicable Laws require a different form. Where Georgian law requires authentication by electronic signature or other electronic trust service, the parties shall comply with the Law of Georgia on Electronic Documents and Electronic Trust Services or any successor legislation.

29. Final Provisions

29.1 The invalidity, illegality or unenforceability of any provision of the Contract or these Terms shall not affect the validity of the remaining provisions.

29.2 The parties shall replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that comes as close as possible to the economic purpose of the original provision.

29.3 In the event of discrepancies between the English text of these Terms and any translation, the English version shall prevail. The English version is the binding master version.

29.4 Headings are for convenience only and do not affect interpretation.

29.5 These Terms may be executed or accepted in counterparts where applicable. Each counterpart constitutes an original and all counterparts together constitute one instrument.